EXHIBIT 3.2

                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                               CIDCO INCORPORATED
                             a Delaware corporation
                                 (the "Company")
                      (as amended through January 26, 1999)


                                TABLE OF CONTENTS

                                                                  Page 
ARTICLE  I.   STOCKHOLDERS

 Section   1.1   Annual Meeting...............................       1
 Section   1.2   Special Meetings.............................       1
 Section   1.3   Notice of Meetings...........................       1
 Section   1.4   Quorum.......................................       2
 Section   1.5   Voting.......................................       2
 Section   1.6   Presiding Officer and Secretary..............       2
 Section   1.7   Proxies......................................       2
 Section   1.8   List of Stockholders.........................       2
 Section   1.9   Actions Without a Meeting....................       3
 Section   1.10  Notice of Stockholder Business...............       3
 Section   1.11  Conduct of Business..........................       3


ARTICLE II.   DIRECTORS

 Section   2.1   Number of Directors..........................       4
 Section   2.2   Election and Term of Directors...............       5
 Section   2.3   Vacancies and Newly Created
                      Directorships...........................       5
 Section   2.4   Resignation..................................       5
 Section   2.5   Meetings.....................................       5
 Section   2.6   Quorum and Voting............................       6
 Section   2.7   Written Consents and Meetings by
                      Telephone...............................       6
 Section   2.8   Compensation.................................       6
 Section   2.9   The "Whole Board"............................       6
 Section   2.10  Chairman of the Board........................       6
 Section   2.11  Nomination of Director Candidates............       7



ARTICLE III.  COMMITTEES OF THE BOARD

 Section   3.1   Appointment and Powers.......................       8


ARTICLE IV.   OFFICERS, AGENTS AND EMPLOYEES

 Section   4.1   Appointment and Qualification................       8
 Section   4.2   Removal of Officers, Agents or
                      Employees...............................       9
 Section   4.3   Compensation and Bond........................       9
 Section   4.4   President....................................       9
 Section   4.5   Vice President - Finance and
                      Administration..........................       9
 Section   4.6   Other Vice Presidents........................      10
 Section   4.7   Treasurer....................................      10
 Section   4.8   Secretary....................................      10
 Section   4.9   Assistant Treasurers.........................      10
 Section   4.10  Assistant Secretaries........................      10
 Section   4.11  Delegation of Duties.........................      11


ARTICLE V.    CAPITAL STOCK

 Section   5.1   Certificates ................................      11
 Section   5.2   Transfers of Stock...........................      11
 Section   5.3   Lost, Stolen or Destroyed
                      Certificates............................      11
 Section   5.4   Stockholder Record Date......................      11


ARTICLE VI.   SEAL

Section    6.1   Seal.........................................      12


ARTICLE VII.  WAIVER OF NOTICE

Section    7.1   Waiver of Notice.............................      12


ARTICLE VIII. INDEMNIFICATION

Section    8.1    Indemnification.............................      13
Section    8.2    Determinations .............................      13
Section    8.3    Business Combinations.......................      14
Section    8.4    Advances of Expenses........................      14
Section    8.5    Employee Benefit Plans......................      14


ARTICLE IX.   AMENDMENTS

 Section   9.1    Amendments..................................      14







                                                                     EXHIBIT 3.2
                              AMENDED AND RESTATED
                      (as amended through January 26, 1999)

                                     BY-LAWS

                                       OF

                               CIDCO INCORPORATED
                             a Delaware corporation
                                 (the "Company")


                             Article I. Stockholders

     Section 1.1.  Annual  Meeting.  The annual meeting of  stockholders  of the
Company,  for the election of  directors  and for the  transaction  of any other
business which may properly be transacted at the annual  meeting,  shall be held
at such  hour on such day and at such  place  within  or with  out the  State of
Delaware as may be fixed by the Board of Directors.

     Section 1.2. Special Meetings. A special meeting of the stockholders of the
Company  entitled to vote on any business to be  considered  at any such meeting
may be  called  by the  President,  any Vice  President  or the  Secretary  when
directed  to do so by  resolution  of the Board of  Directors  or at the written
request  of  directors  representing  a  majority  of the Whole  Board or at the
written  request of the holders of stock  representing  a majority of the voting
power of the Company  entitled to vote at such  meeting.Any  such request  shall
state the purpose or purposes of the proposed meeting.

     Section 1.3. Notice of Meetings.  (a) Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting,  and, in the
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called.

         (b) Unless otherwise  provided by law, and except as to any stockholder
duly waiving notice, the written notice of any meeting shall be given personally
or by mail,  not less  than ten nor  more  than 60 days  before  the date of the
meeting to each stockholder entitled to vote at such meeting. If mailed,  notice
shall be deemed given when deposited in the United States mail, postage prepaid,
directed to the stockholder at such  stockholder's  address as it appears on the
stock records of the Company.

         (c) When a meeting is adjourned  to another time or place,  notice need
not be  given  of the  adjourned  meeting  if the time  and  place  thereof  are
announced at the meeting at which the  adjournment  is taken.  At the  adjourned
meeting the Company may transact any business  which might have been  transacted
at the original meeting.  If, however, the adjournment is for more than 30 days,
or if  after  the  adjournment  a new  record  date is fixed  for the  adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

     Section 1.4. Quorum.  Except as otherwise provided by law in respect of the
vote of holders of stock that shall be required for a specified  action,  at any
meeting of  stockholders  the  holders of stock  representing  a majority of the
voting  power  of the  Company  entitled  to vote  thereat,  either  present  or
represented  by proxy,  shall  constitute  a quorum for the  transaction  of any
business, but the stockholders present, although less than a quorum, may adjourn
the meeting to another time or place and,  except as provided in Section  1.3(c)
of these By-Laws, notice need not be given of the adjourned meeting.

     Section 1.5. Voting. (a) Whenever directors are to be elected at a meeting,
they  shall be elected by a  plurality  of the votes cast at the  meeting by the
holders of stock entitled to vote thereat.  Whenever any corporate action, other
than the  election of  directors,  is to be taken by vote of  stockholders  at a
meeting,  it shall, except as otherwise required by law or by the certificate of
incorporation  or by these By-Laws be authorized by a majority of the votes cast
at the meeting by the ho1ders of stock entitled to vote thereat.

         (b)  Except  as  otherwise  provided  by law or by the  certificate  of
incorporation, each holder of record of stock of the Company entitled to vote on
any  matter  shall be  entitled  to one vote for  each  share of  capital  stock
standing  in the name of such  holder on the stock  ledger of the Company on the
record date for the  determination of the stockholders  entitled to vote on such
matter.

     Section  1.6.  Presiding  Officer  and  Secretary.   At  every  meeting  of
stockholders the President,  or, in the President's absence, any Vice President,
or, if none be  present,  the  appointee  of the  meeting,  shall  preside.  The
Secretary,  or in the Secretary's absence an Assistant Secretary,  or if none be
present,  the  appointee of the presiding  officer of the meeting,  shall act as
secretary of the meeting.

     Section 1.7.  Proxies.  Each  stockholder  entitled to vote at a meeting of
stockholders  or to express  consent or dissent to  corporate  action in writing
without a meeting  may  authorize  another  person  or  persons  to act for such
stockholder by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period.  Every proxy
shall be signed by the  stockholder  or by such  stockholder's  duly  authorized
attorney. A proxy that does not bear a date shall be deemed to be dated the date
it was first  delivered  to one or more of the  persons  named to act under such
proxy.

     Section 1.8.  List of  Stockholders.  (a) The officer who has charge of the
stock  ledger of the Company  shall  prepare and make,  at least ten days before
every meeting of stockholders,  a complete list of the stockholders  entitled to
vote at the meeting,  arranged in alphabetical  order and showing the address of
each stockholder and the number of shares registered in such stockholder's name.
Such list shall be open to the examination of any  stockholder  entitled to vote
at the meeting, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held,  which place shall be specified
in the notice of the meeting,  or, if not so  specified,  at the place where the
meeting is to be held.  The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof,  and may be inspected by any
stockholder entitled to vote at the meeting who is present.

         (b) The  stock  ledger  shall  be the only  evidence  as to who are the
stockholders  entitled to examine the stock  ledger,  the list  required by this
Section 1.8 or the books of the Company, or to vote in person or by proxy at any
meeting of stockholders.

     Section  1.9.  Actions  Without  a  Meeting.  Until the  closing  of a firm
commitment or  underwritten  public  offering of the  Company's  Common Stock (a
"Public  Offering"),  any action required or permitted to be taken at any annual
or special  meeting of the  holders of Common  Stock of the Company may be taken
without a  meeting,  without  prior  notice  and  without a vote,  if consent in
writing,  setting  forth  the  action so taken,  is  signed  by the  holders  of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled  to vote on such action were  present and voted.  Prompt  notice of the
taking of  corporate  action  without a meeting by less than  unanimous  written
consent  shall be given to those  stockholders  who have not  consented  to such
action in writing.  Effective  upon and after the closing of a Public  Offering,
corporate  action  required to be taken at any annual or special  meeting of the
holders of Common Stock of the Company may not be taken by written instrument in
lieu of such a meeting.  Any such attempted  corporate action by written consent
of the  holders of Common  Stock of the  Company in lieu of a meeting  after the
closing of a Public Offering is prohibited and shall be null and void.

     Section  1.10.  Notice of  Stockholder  Business.  At an annual or  special
meeting of the stockholders, only such business shall be conducted as shall have
been  properly  brought  before the  meeting.  To be properly  brought  before a
meeting,  business  must be (i)  specified  in the  notice  of  meeting  (or any
supplement thereto) given by or at the direction of the Board of Directors, (ii)
properly  brought  before  the  meeting by or at the  direction  of the Board of
Directors,  (iii) properly  brought before an annual meeting by a stockholder or
(iv) properly  brought before a special  meeting by a  stockholder,  but if, and
only if, the notice of a special  meeting  provides  for  business to be brought
before the meeting by stockholders.

     For business to be properly brought before a meeting by a stockholder,  the
stockholder must have given timely notice thereof in writing to the Secretary of
the  Company.  To be timely,  (i) a  stockholder  proposal to be presented at an
annual meeting shall be received at the Company's  principal  executive  offices
not less than 120 calendar  days in advance of the date that the  Company's  (or
the Company's  predecessor's)  proxy  statement was released to  stockholders in
connection with the previous year's annual meeting of stockholders,  except that
if no annual  meeting  was held in the  previous  year or the date of the annual
meeting  has  been  advanced  by more  than  30  calendar  days  from  the  date
contemplated at the time of the previous  year's proxy  statement  notice by the
stockholders  to be timely must be received not later than the close of business
on the tenth day  following  the day on which the date of the annual  meeting is
publicly announced and (ii) a stockholder  proposal to be presented at a special
meeting  must be  received  not later  than the close of  business  on the tenth
(10th)  day  following  the date on which  the date of the  special  meeting  is
publicly announced.

     A  stockholder's  notice to the Secretary of the Company shall set forth as
to each matter the  stockholder  proposes to bring  before the annual or special
meeting (i) a brief description of the business desired to be brought before the
annual or special  meeting,  (ii) the name and  address,  as they  appear on the
Company's books, of the stockholder proposing such business, (iii) the class and
number of shares of the Company which are beneficially  owned by the stockholder
and (iv) any material interest of the stockholder in such business.


     Section  1.11.  Conduct  of  Business.  Unless  otherwise  approved  by the
Chairman of the meeting,  attendance at the stockholders'  meeting is restricted
to stockholders of record,  persons authorized in accordance with Section 1.7 of
these By-laws to act by proxy, and officers of the Company.

     The Chairman of the meeting shall call the meeting to order,  establish the
agenda,  and conduct the business of the meeting in accordance  therewith or, at
the Chairman's discretion,  it may be conducted otherwise in accordance with the
wishes of the  stockholders in attendance.  The date and time of the opening and
closing of the polls for each  matter upon which the  stockholders  will vote at
the meeting shall be announced at the meeting.

     The Chairman shall also conduct the meeting in an orderly  manner,  rule on
the precedence of, and procedure on, motions and other procedural  matters,  and
exercise  discretion with respect to such  procedural  matters with fairness and
good faith  toward all those  entitled  to take part.  The  Chairman  may impose
reasonable limits on the amount of time taken up at the meeting on discussion in
general or on remarks by any one  stockholder.  Should any person in  attendance
become unruly or obstruct the meeting  proceedings,  the Chairman shall have the
power to have such person removed from participation.  Notwithstanding  anything
in the Bylaws to the  contrary,  no  business  shall be  conducted  at a meeting
except in  accordance  with the  procedures  set forth in this  Section 1.11 and
Section  1.10 above.  The  Chairman of a meeting  shall,  if the facts  warrant,
determine  and declare to the meeting that any proposed item of business was not
brought  before the meeting in  accordance  with the  provisions of this Section
1.11 and Section 1.10, and if he should so determine, he shall so declare to the
meeting and any such business not properly  brought before the meeting shall not
be transacted


                              Article II. Directors

     Section 2.1.  Number of Directors.  The Board of Directors shall consist of
such  number of  persons,  not less than five nor more than nine,  and the exact
number of  directors  shall be six until  changed,  within the limits  specified
above, by the affirmative vote at a meeting of the holders of stock representing
a majority of the voting power of the Company or by  resolution  of the Board of
Directors, adopted by a majority of the Whole Board; provided that the number of
directors  shall not be  reduced so as to shorten  the term of any  director  in
office at the time. The indefinite  number of directors  specified  above may be
changed,  or a definite number may be fixed without  provision for an indefinite
number,  by  the  affirmative  vote  at  a  meeting  of  the  holders  of  stock
representing a majority of the voting power of the Company,  provided,  however,
that no  amendment  or  amendments  adopted  in any year may  change  the stated
maximum  number of authorized  directors to a number  greater than two times the
stated  minimum number of directors at the beginning of such year minus one and,
provided,  further,  that the number of directors  shall not be reduced so as to
shorten the term of any  director in office at the time.  The Board of Directors
of the Company shall be divided into three classes,  designated Class A, Class B
and Class C. Each class shall consist, as nearly as is reasonably  possible,  of
one-third of the total number of directors  constituting the Whole Board. If the
number of directors is changed,  any increase or decrease  shall be  apportioned
among the classes so as to  maintain  the number of  directors  in each class as
nearly equal as possible.

     Section 2.2.  Election and Term of  Directors.  Directors  shall be elected
annually at the annual meeting of stockholders.  Each director shall hold office
until  such  director's  successor  is  elected  and  qualified  or  until  such
director's earlier  resignation or death. If the annual election of directors is
not held on the  date  designated  therefor,  the  directors  shall  cause  such
election to be held as soon thereafter as convenient. At the 1994 annual meeting
of  stockholders,  Class A directors shall be elected for a 1-year term, Class B
directors  for a 2-year term and Class C directors  for a 3-year  term.  At each
succeeding annual meeting of stockholders  beginning in 1995,  successors to the
class of directors  whose term expires at that annual  meeting  shall be elected
for a 3-year term.

     Section 2.3. Vacancies and Newly Created Directorships. Vacancies and newly
created  directorships  resulting from any increase in the authorized  number of
directors may be filled by election at a meeting of stockholders.  Vacancies and
such  newly  created  directorships  may also be  filled  by a  majority  of the
directors  then in office,  although less than a quorum,  or by a sole remaining
director.  Any  additional  director  of any  class  elected  to fill a  vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining  term of that class,  but in no case will a decrease
in the number of  directors  shorten  the term of any  director in office at the
time. Any vacancy on the Board of Directors that results from an increase in the
number of directors  may be filled by a majority of the Board of Directors  then
in office,  and any other  vacancy  occurring in the Board of  Directors  may be
filled by a  majority  of the  directors  then in office,  although  less than a
quorum, or by a sole remaining director.  Any director elected to fill a vacancy
not  resulting  from an increase in the number of directors  shall have the same
remaining term as that of his predecessor.

     Section 2.4.  Resignation.  Any director may resign from office at any time
either by oral  tender of  resignation  at any  meeting  of the Board or by oral
tender to the  President,  any Vice President or by giving written notice to the
Secretary of the Company.  Any such resignation shall take effect at the time it
specifies or, if the time be not specified,  upon receipt, and the acceptance of
such resignation,  unless required by its terms,  shall not be necessary to make
such resignation effective.

     Section 2.5. Meetings.  Meetings of the Board,  regular or special,  may be
held at any place within or without the State of Delaware.  An annual meeting of
the Board for the  appointment  of  officers  and the  transaction  of any other
business shall be held immediately  following the annual meeting of stockholders
at the same place at which  such  meeting  shall  have been held,  and no notice
thereof need be given.  If the meeting is not so held, the annual meeting of the
Board shall take place as soon thereafter as is practicable,  either at the next
regular  meeting of the Board or at a special  meeting.  The Board may fix times
and places for regular meetings of the Board and no notice of such meetings need
be given.  A special  meeting of the Board shall be held whenever  called by the
Chairman of the Board, the President, any Vice President or by any two directors
(except  that if more than one meeting be called by  directors  in any period of
180 days or less,  each such  meeting so called may be called only by a majority
of the directors then in office) at such time and place as shall be specified in
the notice or waiver  thereof.  Notice of each special meeting shall be given by
the Secretary or by a person calling the meeting to each director by mailing the
same,  first  class  postage  prepaid,  not later than the second day before the
meeting,  or personally or by  telegraphing,  sending by telephone  facsimile or
telephoning the same not later than the day before the meeting.

     Section 2.6. Quorum and Voting.  A majority of the Whole Board of Directors
shall  constitute a quorum for the transaction of business  (except as otherwise
provided by Section 2.3 hereof),  but in no event shall a quorum consist of less
than two directors.  If there be less than a quorum at any meeting of the Board,
a majority of the  directors  present may adjourn the meeting from time to time,
and no further  notice  thereof  need be given  other than  announcement  at the
meeting which shall be so adjourned.  Except as otherwise  provided by law or by
these  By-Laws,  the act of a majority of the directors  present at a meeting at
which a Quorum is present shall be the act of the Board of Directors.

     Section  2.7.  Written  Consents  and  Meetings by  Telephone.  Any (action
required or  permitted  to be taken at any meeting of the Board of  Directors or
any committee thereof may be taken without a meeting if all members of the Board
or of such  committee,  as the case may be,  consent  thereto in writing and the
writing or writings  are filed with the minutes of  proceedings  of the Board or
committee.  Members of the Board of Directors or any committee designated by the
Board  may  participate  in a meeting  of such  Board or  committee  by means of
conference telephone or similar  communications  equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting  pursuant to this sentence shall  constitute  presence in person at such
meeting.

     Section 2.8. Compensation.  Directors may receive compensation for services
to the Company in their  capacities as directors or otherwise in such manner and
in such amounts as may be fixed from time to time by the Board.

         Section 2.9. The "Whole Board".  As used in these By-Laws the term "the
Whole  Board" or "the  Whole  Board of  Directors"  means  the  total  number of
directors which the Company would have if there were no vacancies.

     Section  2.10.  Chairman  of the  Board.  The  Board  may from time to time
designate  from among its members a Chairman of the Board,  who shall preside at
all meetings of the Board at which the Chairman is present  (unless the Chairman
shall delegate such duties to the President or another  director with respect to
a  particular  meeting of the Board).  The Chairman of the Board shall have such
further  powers and perform such other duties as may be prescribed by the Board.
The  Chairman  of the Board  shall not,  by virtue of  designation  as such,  be
considered an officer of the Company.

     Section 2.11.  Nomination of Director  Candidates  Subject to the rights of
holders of any class or series of Preferred Stock then outstanding,  nominations
for the election of  directors  may be made by the Board of Directors or a proxy
committee appointed by the Board of Directors or by any stockholder  entitled to
vote in the election of directors  generally.  However, any stockholder entitled
to vote in the election of directors  generally may nominate one or more persons
for  election  as  directors  at  a  meeting  only  if  timely  notice  of  such
stockholder's  intent to make such  nomination or nominations  has been given in
writing to the Secretary of the Company.

     To be timely,  a stockholder  nomination for a director to be elected at an
annual meeting shall be received at the Company's  principal  executive  offices
not less than 120 calendar  days in advance of the date that the  Company's  (or
the Company's  predecessor's)  proxy  statement was released to  stockholders in
connection with the previous year's annual meeting of stockholders,  except that
if no annual  meeting  was held in the  previous  year or the date of the annual
meeting  has  been  changed  by  more  than  30  calendar  days  from  the  date
contemplated at the time of the previous year's proxy statement, or in the event
of a nomination for director to be elected at a special  meeting,  notice by the
stockholders  to be timely must be received not later than the close of business
on the tenth day following the date on which the date of the special  meeting is
publicly announced

     Each  such  notice  shall  set  forth  (i)  the  name  and  address  of the
stockholder  who intends to make the  nomination and of the person or persons to
be nominated,  (ii) a representation  that the stockholder is a holder of record
of stock of the Company  entitled to vote for the  election of  directors on the
date of such  notice and  intends to appear in person or by proxy at the meeting
to nominate the person or persons  specified in the notice,  (iii) a description
of all arrangements or  understandings  between the stockholder and each nominee
and any other  person or persons  (naming  such person or  persons)  pursuant to
which the nomination or nominations are to be made by the stockholder, (iv) such
other  information  regarding each nominee proposed by such stockholder as would
be  required to be included  in a proxy  statement  filed  pursuant to the proxy
rules of the Securities and Exchange Commission, had the nominee been nominated,
or intended to be  nominated,  by the Board of Directors  and (v) the consent of
each nominee to serve as a director of the Company if so elected.

     In the event that a person is validly designated as a nominee in accordance
with this Section 2.11 and shall thereafter  become unable or unwilling to stand
for  election  to  the  Board  of  Directors,  the  Board  of  Directors  or the
stockholder  who  proposed  such  nominee,  as the case may be, may  designate a
substitute nominee upon delivery,  not fewer than five days prior to the date of
the  meeting  for the  election  of such  nominee,  of a  written  notice to the
Secretary  setting forth such information  regarding such substitute  nominee as
would have been  required  to be  delivered  to the  Secretary  pursuant to this
Section  2.11 had such  substitute  in  nominee  been  initially  proposed  as a
nominee.  Such notice shall  include a signed  consent to serve as a director of
the Company, if elected, of each such substitute nominee.

     If the  Chairman of the meeting for the  election of  Directors  determines
that a nomination  of any  candidate  for election as a Director at such meeting
was not made in accordance with the applicable  provisions of this Section 2.11,
such nomination shall be void; provided,  however,  that nothing in this Section
2.11 shall be deemed to limit any voting rights upon the  occurrence of dividend
arrearages  provided to holders of  Preferred  Stock  pursuant to the  Preferred
Stock designation for any series of Preferred Stock


                      Article III. Committees of the Board

     Section 3.1.  Appointment and Powers.  The Board of Directors may from time
to time,  by  resolution  passed by a majority of the Whole Board,  designate an
executive  committee or such other  committee or committees as it may determine,
each  committee to consist of one or more  directors  of the  Company.  Any such
committee, to the extent provided in the resolution, shall have and may exercise
any of the powers and  authority of the Board of Directors in the  management of
the  business  and affairs of the  Company,  and may  authorize  the seal of the
Company to be affixed to all papers  which may  require  it, all  subject to the
exceptions  set forth in the General  Corporation  Law of the State of Delaware.
The Board may  designate  one or more  directors  as  alternate  members  of any
committee,  who may replace any absent or disqualified  member at any meeting of
the committee. In the absence or disqualification of any member of any committee
and of any  alternate  member  designated  by the  Board,  the member or members
thereof present at any meeting and not disqualified from voting;  whether or not
such member or members  constitute a quorum,  may  unanimously  appoint  another
member  of the Board of  Directors  to act at the  meeting  in place of any such
absent or disqualified  member. Any such committee may adopt rules governing the
method of calling and time and place of holding its meetings.  Unless  otherwise
provided  by the Board of  Directors,  a majority  of any such  committee  shall
constitute a quorum for the  transaction of business,  and the act of a majority
of the  members  of such  committee  present  at a meeting  at which a quorum is
present shall be the act of such  committee.  Each such  committee  shall keep a
record of its acts and  proceedings  and shall  report  thereon  to the Board of
Directors whenever requested so to do. Any or all members of any such committees
may be removed,  with or without cause, by resolution of the Board of Directors,
adopted by a majority of the Whole Board.


                   Article IV. Officers, Agents and Employees

     Section 4.1.  Appointment  and  Qualification.  The Board of Directors  may
elect or  appoint  a  President,  a  Treasurer,  a  Secretary,  one or more Vice
Presidents,  one  or  more  Assistant  Treasurers  and  one  or  more  Assistant
Secretaries.  Any number of offices may be held by the same person. Each officer
shall hold office until such  officer's  successor  is elected and  qualified or
until such officer's earlier resignation or removal.  The Board may appoint, and
may delegate power to appoint,  such other officers,  agents and employees as it
may deem necessary or proper,  who shall hold office for such period,  have such
authority  and perform such duties as may from time to time be prescribed by the
Board.

     Section 4.2. Removal of Officers,  Agents or Employees.  Any officer, agent
or  employee of the  Company  may be removed by the Board of  Directors  with or
without  cause at any time,  and the Board may delegate such power of removal as
to officers,  agents and employees not appointed by the Board of Directors. Such
removal shall be without prejudice to such person's contract rights, if any, but
the  appointment  of any person as an officer,  agent or employee of the Company
shall not of itself create contract rights.

     Section 4.3. Compensation and Bond. The compensation of the officers of the
Company  shall be  fixed  by the  Board of  Directors,  but  this  power  may be
delegated  to any  officer  in respect of other  officers  under such  officer's
direction  or control.  The Company may secure the fidelity of any or all of its
officers, agents or employees by bond or otherwise.

     Section 4.4. President.  The President shall preside at all meetings of the
stockholders  at which the President is present and shall preside at meetings of
the Board in the absence of the Chairman or if the Chairman  shall delegate such
duties to the President with respect to a particular  meeting of the Board.  The
President  shall be the chief  executive  officer  and,  unless the Board  shall
designate  another officer as such, shall be the principal  operating officer of
the  Company.  Subject to the  control of the Board,  the  President  shall have
general  charge of the  business  and  affairs of the Company and shall keep the
Board fully  advised.  The President  shall employ and  discharge  employees and
agents of the Company,  except such as shall be appointed by the Board,  and the
President may delegate  these powers to the Vice  Presidents or other  officers.
The President may vote the shares or other  securities of any other  domestic or
foreign  company  of any  type or kind  which  may at any  time be  owned by the
Company, may execute any stockholder or other consent in respect thereof and may
in the  President's  discretion  delegate such powers by executing  proxies,  or
otherwise,  on behalf of the Company.  In the absence or inability to act of the
Chairman of the Board,  unless the Board shall otherwise provide,  the President
shall  perform all the duties and may exercise any of the powers of the Chairman
of the Board,  subject to the control of the Board of  Directors.  The President
shall have such other  powers and perform  such duties as the Board of Directors
may from time to time prescribe. The Board, by resolution from time to time, may
confer other like powers upon any other person or persons.

     Section  4.5.  Vice  President  -  Finance  and  Administration.  The  Vice
President - Finance and  Administration  shall be the chief financial officer of
the Company and shall have charge of all funds and  securities  of the  Company,
shall endorse the same for deposit or collection  when necessary and deposit the
same to the credit of the Company in such banks or  depositories as the Board of
Directors may  authorize.  The Vice President - Finance and  Administration  may
endorse all commercial documents requiring  endorsements for or on behalf of the
Company and may sign all receipts and vouchers for payments made to the Company.
The Vice  President - Finance  and  Administration  shall have all such  further
powers and duties as generally  are incident to the position of chief  financial
officer or as may be assigned to the Vice President - Finance and Administration
by the President or the Board of  Directors.  The  performance  of any such duty
shall, in respect of any person dealing with the Company, be conclusive evidence
of the Vice President - Finance and Administrations power to act.

     Section 4.6. Other Vice  Presidents.  Each other Vice President  shall have
such powers and perform such duties as the Board of  Directors or the  President
may from time to time  prescribe.  In the  absence  or  inability  to act of the
President,  unless the Board or  Directors  shall  otherwise  provide,  the Vice
President  who has served in that capacity for the longest time and who shall be
present and able to act,  shall  perform all the duties and may  exercise any of
the powers of the  President.  The  performance  of any duty by a Vice President
shall,  in respect of any other person  dealing with the Company,  be conclusive
evidence of such Vice President's power to act.

         Section  4.7.  Treasurer.  The  Treasurer  shall  have such  powers and
perform  such  duties  as the  Board of  Directors,  the  President  or the Vice
President - Finance and Administration  may from time to time prescribe.  In the
absence or inability to act of the Vice President - Finance and  Administration,
the  Treasurer  may  perform all the duties and  exercise  all the powers of the
chief financial  officer.  The performance of any such duty shall, in respect of
any other  person  dealing  with the  Company,  be  conclusive  evidence  of the
Treasurer's power to act.

         Section 4.8.  Secretary.  The Secretary shall record all proceedings of
meetings of the  stockholders  and directors in a book kept for that purpose and
shall file in such book all written  consents of  directors  to any action taken
without a meeting.  The Secretary  shall attend to thc giving and serving of all
notices of the  Company.  The  Secretary  shall have  custody of the seal of the
Company and shall attest the same by signature whenever required.  The Secretary
shall have  charge of the stock  ledger  and such other  books and papers as the
Board of Directors may direct,  but may delegate  responsibility for maintaining
the stock ledger to any transfer agent  appointed by the Board.  The performance
of any such duty shall, in respect of any other person dealing with the Company,
be conclusive evidence of the Secretary's power to act. The Secretary shall have
all such further  powers and duties as generally are incident to the position of
Secretary  or as may be assigned to the  Secretary  by the  President,  any Vice
President or the Board of Directors.

         Section 4.9. Assistant  Treasurers.  In the absence or inability to act
of the Vice  President  - Finance  and  Administration  and the  Treasurer,  any
Assistant  Treasurer  may perform all the duties and  exercise all the powers of
the  Vice  President  -  Finance  and  Administration  and  the  Treasurer.  The
performance of any such duty shall,  in respect of any other person dealing with
the Company, be conclusive evidence of such Assistant  Treasurer's power to act.
An  Assistant  Treasurer  shall  also  perform  such  other  duties  as the Vice
President  Finance and  Administration,  the Treasurer or the Board of Directors
may assign to such person.

         Section 4.10. Assistant Secretaries. In the absence or inability to act
of the  Secretary,  any  Assistant  Secretary  may  perform  all the  duties and
exercise  all the  powers of the  Secretary.  The  performance  of any such duty
shall,  in respect of any other person  dealing with the Company,  be conclusive
evidence of such  Assistant  Secretary's  power to act. An  Assistant  Secretary
shall also perform such other duties as the  Secretary or the Board of Directors
may assign to such person.

         Section  4.11.  Delegation  of  Duties.  In case of the  absence of any
officer  of the  Company,  or for any  other  reason  that  the  Board  may deem
sufficient, the Board may confer for the time being the powers or duties, or any
of them,  of such officer  upon any other  officer or upon any director or other
person designated by the Board.


                            Article V. Capital Stock

     Section 5.1.  Certificates.  Certificates for stock of the Company shall be
in such forms as shall be approved by the Board of Directors and shall be signed
in the name of the Company by the  President  or any Vice  President  and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant  Secretary.
Such  certificates  may be sealed  with the seal of the  Company or a  facsimile
thereof,  and shall contain such  information as is required by law to be stated
thereon.  Any of or all of the signatures on the certificate may be a facsimile.
In case  any  officer,  transfer  agent or  registrar  who has  signed  or whose
facsimile  signature has been placed upon a certificate  shall have ceased to be
such officer,  transfer agent or registrar before such certificate is issued, it
may be issued by the  Company  with the same  effect as if such person were such
officer, transfer agent or registrar at the date of issue.

     Section 5.2. Transfers of Stock. Transfers of stock shall be made only upon
the  books  of the  Company  by the  holder,  in  person  or by duly  authorized
attorney, and on the surrender of the certificate or certificates for such stock
properly endorsed.  The Board of Directors shall have the power to make all such
rules and regulations,  not  inconsistent  with the certificate of incorporation
and these  By-Laws,  as the Board may deem  appropriate  concerning  the  issue,
transfer and  registration of certificates  for stock of the Company.  The Board
may appoint one or more transfer agents or registrars of transfers, or both, and
may  require all stock  certificates  to bear the  signature  of either or both,
which  signature  or  signatures  may  be in  facsimile  form  if the  Board  by
resolution authorizes such procedure.

     Section 5.3. Lost, Stolen or Destroyed Certificates.  The Company may issue
a new stock  certificate in the place of any certificate  theretofore  issued by
it, alleged to have been lost, stolen or destroyed,  and the Company may require
the owner of the lost,  stolen or destroyed  certificate  or such owner's  legal
representative to give the Company a bond sufficient to indemnify it against any
claim  that may be made  against it on account  of the  alleged  loss,  theft or
destruction of any such certificate or the issuance of any such new certificate.
The Board may require such owner to satisfy other reasonable requirements.

     Section 5.4.  Stockholder  Record  Date.  (a) In order that the Company may
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders  or any  adjournment  thereof,  or entitled  to express  consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other  distribution  or allotment of any rights,  or entitled to
exercise any rights in respect of any change,  conversion  or exchange of stock,
or for the purpose of any other lawful  action,  the Board of Directors may fix,
in  advance,  a record  date,  which shall not be more than 60 nor less than ten
days before the date of such  meeting,  nor more than 60 days prior to any other
action. Only such stockholders as shall be stockholders of record on the date so
fixed  shall be  entitled  to notice of, and to vote at,  such  meeting  and any
adjournment  thereof,  or to express  consent or dissent to corporate  action in
writing  without a meeting,  or to receive  payment  of such  dividend  or other
distribution,  or to  exercise  such  rights  in  respect  of any  such  change,
conversion or exchange of stock,  or to participate in such action,  as the case
may be, not  withstanding  any transfer of any stock on the books of the Company
after any record date so fixed.

         (b) If no  record  date is fixed by the  Board  of  Directors,  (i) the
record date for determining  stockholders  entitled to notice of or to vote at a
meeting  of  stockholders  shall  be at the  close of  business  on the day next
preceding  the  date on  which  notice  is  given,  (ii)  the  record  date  for
determining  stockholders  entitled to express  consent to  corporate  action in
writing  without a meeting,  when no prior  action by the Board of  Directors is
necessary, shall be the day on which the first written consent is expressed, and
(iii) the record date for determining  stockholders  for any other purpose shall
be at the close of  business on the day on which the Board of  Directors  adopts
the resolution relating thereto.

         (c) A determination  of stockholders of record entitled to notice of or
to vote at a meeting  of  stockholders  shall  apply to any  adjournment  of the
meeting,  provided that the Board of Directors may fix a new record date for the
adjourned meeting.


                                Article VI. Seal

     Section 6.1.  Seal.  The seal of the Company  shall consist of a flat-faced
circular  die with the name of the  Company in a circle and the word  "Delaware"
and the  year of its  incorporation  in the  center.  Such  seal  may be used by
causing it or a  facsimile  thereof to be  impressed  or affixed or in any other
manner reproduced.


                          Article VII. Waiver of Notice

     Section 7.1.  Waiver of Notice.  Whenever notice is required to be given by
statute,  or under any provision of the  certificate of  incorporation  or these
By-Laws,  a written  waiver  thereof,  signed by the person  entitled to notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
notice.  In the case of a  stockholder,  such  waiver of notice may be signed by
such stockholder's attorney or a proxy duly appointed in writing.  Attendance of
a  stockholder  at a meeting of  stockholders,  or attendance of a director at a
meeting of the Board of Directors or any committee  thereof,  shall constitute a
waiver of notice of such meeting,  except when such stockholder or director,  as
the case may be, attends a meeting for the express purpose of objecting,  at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully  called or convened.  Neither the business to be transacted  at,
nor the  purpose  of,  any  regular  or  special  meeting  of the  stockholders,
directors  or members of a  committee  of  directors  need be  specified  in any
written waiver of notice.


                          Article VIII. Indemnification

     Section 8.1.  Indemnification.  The Company shall  indemnify each director,
officer, employee and agent (provided,  that, in the case of agents, the Company
shall  indemnify  only  those  agents  to whom  the  Board  of  Directors  shall
determine, before or after their engagement, shall be afforded the protection of
these  indemnification  provisions) of the Company who is a natural person, such
person's heirs,  executors and  administrators  (whether or not natural persons)
and all other natural  persons whom the Company is authorized to indemnify under
the provisions of the General  Corporation  Law of the State of Delaware to whom
the Board of Directors shall determine shall be afforded the protection of these
indemnification  provisions (including but not limited to a person who is or was
serving at the request of the Company as a director,  officer, partner, trustee,
employee or agent (or in a like capacity) of another  corporation,  partnership,
joint venture, trust, employee benefit plan or other enterprise), to the fullest
extent permitted by law, (i) against all expenses  (including but not limited to
attorneys'  and other  experts' fees and  disbursements),  judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with any  actual or  threatened  action,  suit or other  proceeding,
whether civil, criminal, administrative,  investigative or an arbitration, or in
connection with any appeal therein, or otherwise,  and (ii) against all expenses
(including   but  not  limited  to  attorneys'   and  other  experts'  fees  and
disbursements)  actually and  reasonably  incurred by such person in  connection
with the defense or settlement of any action,  suit or other proceeding by or in
the  right  of the  Company,  or in  connection  with  any  appeal  therein,  or
otherwise;  and no  provision  of these  By-Laws is intended to be  construed as
limiting,  prohibiting,  denying or  abrogating  any of the  general or specific
powers or rights  conferred  under the General  Corporation  Law of the State of
Delaware  or by the  certificate  of  incorporation  of the  Company,  as may be
amended  from time to time,  upon the Company to  furnish,  or upon any court to
award, such  indemnification,  or such other indemnification as may otherwise be
authorized  pursuant to the General  Corporation Law of the State of Delaware or
any  other  law  now or  hereafter  in  effect,  including  but not  limited  to
indemnification  of any  employees  or  agents  of  the  Company  or of  another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise.  The term "proceeding" shall be understood to include any inquiry or
investigation that could lead to a proceeding.  The indemnification provided for
herein  shall not be  deemed  exclusive  of any  other  rights to which a person
seeking  indemnification  may be entitled and shall  continue as to a person who
has ceased to be a director,  officer,  employee or agent and shall inure to the
benefit of such person's heirs, executors and administrators.

     Section  8.2.  Determinations.  If and to the extent  such  indemnification
shall  require  a  determination  whether  or not the  relevant  person  met the
applicable  standard of conduct set forth in the General  Corporation Law of the
State of Delaware, such determination shall be made expeditiously at the cost of
the   Company   after  a  request   for  the  same  from  the   person   seeking
indemnification.  If indemnification is to be given or an advance of expenses is
to be made upon a determination by independent legal counsel, such counsel maybe
the regular  counsel to the Company.  In rendering  such  opinion,  such counsel
shall be entitled to rely upon  statements of fact  furnished to them by persons
reasonably  believed  by them to be  credible,  and such  counsel  shall have no
liability or  responsibility  for the accuracy of the facts so relied upon,  nor
shall such counsel have any  liability for the exercise of their own judgment as
to  matters  of fact or law  forming a part of the  process  of  providing  such
opinion.  The fees and  disbursements  of counsel engaged to render such opinion
shall be paid by the Company whether or not such counsel  ultimately are able to
render the opinion that is the subject of their engagement.

     Section 8.3.  Business  Combinations.  Unless the Board of Directors  shall
determine  otherwise with reference to a particular  merger or  consolidation or
other business combination, for purposes of this Article VIII references to "the
Company"  shall  include,  in  addition  to  the  resulting   corporation,   any
constituent corporation (including any constituent of a constituent) absorbed in
a merger or consolidation or other business  combination  which, if its separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers,  employees  or agents,  so that any person who is or was a
director,  officer, employee or agent of such constituent corporation,  or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer,  partner,  trustee,  employee, agent (or in a like capacity) of another
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise,  shall  stand in the same  position  under  the  provisions  of this
Article VIII with respect to the  resulting  or  surviving  corporation  as such
person would have with respect to such  constituent  corporation if its separate
existence had continued.

     Section  8.4.  Advances  of  Expenses.  If a person who may be  entitled to
indemnification hereunder shall request that such person's expenses actually and
reasonably incurred in connection with any action, suit, proceeding, arbitration
or  investigation  or appeal  therein  be paid by the  Company in advance of the
final disposition thereof, such request shall not be unreasonably refused, and a
response to such request shall not be unreasonably delayed, by the Company.

     Section 8.5.  Employee  Benefit Plans.  References  herein to "fines" shall
include  any excise  taxes  assessed  on a person  with  respect to an  employee
benefit plan;  and  references to "serving at the request of the Company"  shall
include any service as a corporate  agent which  imposes  duties on, or involves
services by, the corporate  agent with respect to an employee  benefit plan, its
participants, or beneficiaries. A person who acted in good faith and in a manner
such person  reasonably  believed to be in the interest of the  participants and
beneficiaries  of an  employee  benefit  plan shall be deemed to have acted in a
manner not opposed to the best interests of the Company.



                             Article IX. Amendments

     Section  9.1.  Amendments.  These  By-Laws  or any of them may be  altered,
amended or repealed,  and new By-Laws may be adopted,  at any annual  meeting of
the stockholders,  or at any special meeting of the stockholders called for that
purpose,  by a vote of a majority of the voting power of the shares  represented
and entitled to vote thereat.  The Board of Directors shall also have the power,
by a majority  vote of the Whole Board,  to alter or amend or repeal the By-Laws
or any of them,  and to adopt new By-Laws;  provided that (i) any such action of
the Board of  Directors  may be amended or repealed by the  stockholders  at any
annual meeting or any special meeting called for that purpose, (ii) the Board of
Directors  shall  not have the  power  to alter or amend or  repeal a  specified
By-Law if such  By-Law is adopted by the  stockholders  and  contains an express
provision  that such By-Law may be altered or amended or repealed only by action
of the  stockholders,  (iii) the Board of Directors  shall not have the power to
alter,  amend or repeal a By-Law to change the  authorized  number of  directors
(except to fix the authorized number of directors pursuant to a By-Law providing
for a variable number of directors), and (iv) Article VIII hereof may be altered
or amended by the Board of  Directors  to increase  the  indemnification  of the
persons referred to therein to the extent permitted by law, but such Article may
be otherwise altered,  amended or repealed only by action of the stockholders as
provided  above and, in that  connection,  any repeal,  amendment or  alteration
which reduces or limits the  indemnification  of the persons referred to therein
shall apply  prospectively only and shall not be given retroactive  effect. This
Article  IX  may  be  altered,  amended  or  repealed  only  by  action  of  the
stockholders.