<PAGE>


                                                                     EXHIBIT 3.2


                                    RESTATED

                                     BY-LAWS

                                       OF

                                INSO CORPORATION


                                    ARTICLE I

                                  Stockholders

         SECTION 1. Annual Meeting. The annual meeting of stockholders shall be
held at the hour, date and place within or without the United States which is
fixed by the Board of Directors, the Chairman of the Board, if one is elected,
or the Vice Chairman of the Board, if one is elected and in the case of the
death, absence, incapacity or refusal of the Chairman of the Board, which time,
date and place may subsequently be changed at any time by vote of the Board of
Directors. If no annual meeting has been held for a period of thirteen months
after the Corporation's last annual meeting of stockholders, a special meeting
in lieu thereof may be held, and such special meeting shall have, for the
purposes of these By-Laws or otherwise, all the force and effect of an annual
meeting. Any and all references hereafter in these By-Laws to an annual meeting
or annual meetings also shall be deemed to refer to any special meeting(s) in
lieu thereof.

         SECTION 2. Matters to be Considered at Annual Meeting. At an annual
meeting of stockholders, only such business shall be conducted, and only such
proposals shall be acted upon, as shall have been properly brought before the
annual meeting (a) by, or at the direction of, the Board of Directors or a
designated committee thereof or (b) by any holder of record (both as of the time
notice of such proposal is given by the stockholder as set forth below and as of
the record date for the annual meeting in question) of any shares of capital
stock of the Corporation entitled to vote at such annual meeting who complies
with the procedures set forth in this Section. In addition to any other
applicable requirements, for business to be properly brought before an annual
meeting by a holder of record of any shares of capital stock entitled to vote at
such annual meeting, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation as set forth in this Section and
such stockholder or his or her representative must be present at the annual
meeting. To be timely, a stockholder's notice must be delivered to, or mailed
and received at, the principal executive offices of the Corporation (a) not less
than 75 days nor more than 120 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders (the "Anniversary Date") or
(b) in the event that the annual meeting of stockholders is called for a date
more than seven 


<PAGE>

days prior to the Anniversary Date, not later than the close of business on 
(i) the 20th day (or if that day is not a business day of the Corporation, on 
the next succeeding business day) following the first date on which the date 
of such meeting was publicly disclosed or (ii) if such date of public 
disclosure occurs more than 75 days prior to such scheduled date of such 
meeting, then the later of (1) the 20th day (or if that day is not a business 
day for the Corporation, on the next succeeding business day) following the 
first date of public disclosure or (2) the 75th day prior to such scheduled 
date of such meeting (or if that day is not a business day for the 
Corporation, on the next succeeding business day). Any public disclosure of 
the scheduled date of the meeting made by the Corporation by means of a press 
release, a report or other document filed with the Securities and Exchange 
Commission, or a letter or report sent to stockholders of record of the 
Corporation, shall be deemed to be sufficient public disclosure of the date 
of such meeting for purposes of these By-Laws.

         A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (a) a brief
description of the proposal desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the Corporation's stock transfer books, of the
stockholder proposing such business and of the beneficial owners (if any) of the
stock registered in such stockholder's name and the name and address of other
stockholders known by such stockholder to be supporting such proposal on the
date of the stockholder notice, (c) the class and number of shares of the
Corporation's capital stock which are held of record, beneficially owned or
represented by proxy by the stockholder and by any other stockholders known by
such stockholder to be supporting such proposal on the record date for the
annual meeting in question (if such date shall then have been made publicly
available) and on the date of such stockholder's notice, and (d) any material
interest of the stockholder in such proposal.

         If the Board of Directors, or a designated committee thereof,
determines that any stockholder proposal was not timely made in accordance with
the provisions of this Section, or that the information provided in a
stockholder's notice does not satisfy the informational requirements of this
Section in any material respect, then such proposal shall not be presented for
action at the annual meeting in question. If neither the Board of Directors nor
such committee makes a determination as to the validity of any stockholder
proposal, the presiding officer of the annual meeting shall determine and
declare at the annual meeting whether the stockholder proposal was made in
accordance with the terms of this Section. If the presiding officer determines
that a stockholder proposal was made in accordance with the terms of this
Section, he shall so declare at the annual meeting and ballots shall be provided
for use at the meeting with respect to any such proposal. If the presiding
officer determines that a stockholder proposal was not made in accordance with
the terms of this Section, he shall so declare at the annual meeting and any
such proposal shall not be acted upon at the annual meeting.

         The provisions of this By-Law shall not prevent the consideration and
approval or disapproval at the annual meeting of reports of officers, Directors
and committees of the Board of Directors, but in connection with such reports,
no new business shall be acted 


<PAGE>

upon at such annual meeting unless stated, filed and received as herein 
provided or properly brought before such annual meeting by, or at the 
direction of, the Board of Directors or a designated committee thereof.

         Notwithstanding the foregoing provisions of this By-Law, a stockholder
shall also comply with all applicable requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and the rules and regulations
thereunder with respect to the matters set forth in this By-Law. Nothing in this
By-Law shall be deemed to affect any rights of stockholders to request inclusion
of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under
the Exchange Act.

         SECTION 3. Special Meetings. Except as otherwise required by law and
subject to the rights of the holders of any series of preferred stock, special
meetings of the stockholders of the Corporation may be called only by (i) the
Board of Directors pursuant to a resolution approved by the affirmative vote of
any two of the Directors then in office, (ii) the Chairman of the Board, if one
is elected, or (iii) the Vice Chairman of the Board, if one is elected and in
the case of the death, absence, incapacity or refusal of the Chairman of the
Board; provided, however, that if at the time of such call there is an
Interested Stockholder, any such call shall also require the affirmative vote of
a majority of the Continuing Directors then in office.

         SECTION 4. Matters to be Considered at Special Meetings. Only those
matters set forth in the notice of the special meeting may be considered or
acted upon at a special meeting of stockholders of the Corporation, unless
otherwise provided by law.

         SECTION 5. Notice of Meetings; Adjournments. A written notice of all
annual meetings of stockholders stating the hour, date and place of such annual
meetings shall be given by the Secretary or an Assistant Secretary (or other
person authorized by these By-Laws or by law) not less than 10 days nor more
than 60 days before the meeting, to each stockholder entitled to vote thereat
and to each stockholder who, by law or under the Certificate of Incorporation or
under these By-Laws, is entitled to such notice, by delivering such notice to
him or by mailing it, postage prepaid, addressed to such stockholder at the
address of such stockholder as it appears on the Corporation's stock transfer
books. Such notice shall be deemed to be delivered when hand delivered to such
address or deposited in the mail so addressed, with postage prepaid.

         Notice of all special meetings of stockholders shall be given in the
same manner as provided for annual meetings of the stockholders, except that the
written notice of all special meetings shall state the purpose or purposes for
which the meeting has been called.

         Notice of an annual or special meeting of stockholders need not be
given to a stockholder if a written waiver of notice is signed before or after
such meeting by such stockholder or if such stockholder attends such meeting,
unless such attendance was for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting was not
lawfully called or convened. Neither the business 


<PAGE>

to be transacted at, nor the purpose of, any annual or special meeting of 
stockholders need be specified in any written waiver of notice.

         The Board of Directors may postpone and reschedule any previously
scheduled annual or special meeting of stockholders and any record date with
respect thereto, regardless of whether any notice or public disclosure with
respect to any such meeting has been sent or made pursuant to Section 2 of this
Article I or Section 3 of Article II hereof or otherwise. When any meeting is
convened, the presiding officer may adjourn the meeting if (a) no quorum is
present for the transaction of business, (b) the Board of Directors determines
that adjournment is necessary or appropriate to enable the stockholders to
consider fully information which the Board of Directors determines has not been
made sufficiently or timely available to stockholders, or (c) the Board of
Directors determines that adjournment is otherwise in the best interests of the
Corporation. When any annual or special meeting of stockholders is adjourned to
another hour, date or place, notice need not be given of the adjourned meeting
other than an announcement at the meeting at which the adjournment is taken of
the hour, date and place to which the meeting is adjourned; provided, however,
that if the adjournment is for more than 30 days, or if after the adjournment a
new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote thereat
and each stockholder who, by law or under the Certificate of Incorporation or
these By-Laws, is entitled to such notice.

         SECTION 6. Quorum. The holders of shares of Voting Stock (as defined in
the Certificate of Incorporation) representing a majority of the voting power of
the outstanding shares of Voting Stock issued, outstanding and entitled to vote,
represented in person or by proxy, shall constitute a quorum at any annual or
special meeting of stockholders; but if less than a quorum is present at a
meeting, the holders of Voting Stock representing a majority of the voting power
present at the meeting or the presiding officer may adjourn the meeting from
time to time, and the meeting may be held as adjourned without further notice,
except as provided in Section 5 of this Article I. At such adjourned meeting at
which a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally noticed. The stockholders present at a
duly constituted meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

         SECTION 7. Voting and Proxies. Stockholders shall have one vote for
each share of stock entitled to vote owned by them of record according to the
books of the Corporation, unless otherwise provided by law or by the Certificate
of Incorporation. Stockholders may vote either in person or by written proxy,
but no proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period. Proxies shall be filed with the
Secretary of the meeting before being voted. Except as otherwise limited therein
or as otherwise provided by law, proxies shall entitle the persons authorized
thereby to vote at any adjournment of such meeting, but they shall not be valid
after final adjournment of such meeting. A proxy with respect to stock held in
the name of two or more persons shall be valid if executed by or on behalf of 
any one


<PAGE>

of them unless at or prior to the exercise of the proxy the Corporation 
receives a specific written notice to the contrary from any one of them. A 
proxy purporting to be executed by or on behalf of a stockholder shall be 
deemed valid, and the burden of proving invalidity shall rest on the 
challenger.

         SECTION 8. Action at Meeting. When a quorum is present, any matter
before any annual or special meeting of stockholders shall be decided by vote of
the holders of shares of Voting Stock representing a majority of the voting
power of shares of Voting Stock entitled to vote on such matter, except where a
larger vote is required by law, by the Certificate of Incorporation or by these
By-Laws. Any election by stockholders shall be determined by a plurality of the
votes cast, except where a larger vote is required by law, by the Certificate of
Incorporation or by these By-Laws. The Corporation shall not directly or
indirectly vote any shares of its own stock; provided, however, that the
Corporation may vote shares which it holds in a fiduciary capacity to the extent
permitted by law.

         SECTION 9. Action by Consent. No action that is required or permitted
to be taken by the stockholders of the Corporation at any annual or special
meeting of stockholders may be effected by written consent of stockholders in
lieu of a meeting of stockholders, unless the action to be effected by written
consent of stockholders and the taking of such action by such written consent
have expressly been approved in advance by the Board of Directors of the
Corporation.

         SECTION 10. Stockholder Lists. The Secretary or an Assistant Secretary
(or the Corporation's transfer agent or other person authorized by these By-Laws
or by law) shall prepare and make, at least 10 days before every annual or
special 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 the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least 10 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 hour, date and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

         SECTION 11. Presiding Officer. The Chairman of the Board, if one is
elected, or if elected but absent, the Vice Chairman shall preside at all annual
or special meetings of stockholders and shall have the power, among other
things, to adjourn such meeting at any time and from time to time, subject to
Sections 5 and 6 of this Article I. The order of business and all other matters
of procedure at any meeting of the stockholders shall be determined by the
presiding officer.

         SECTION 12. Voting Procedures and Inspectors of Elections. The
Corporation shall, in advance of any meeting of stockholders, appoint one or
more inspectors to act at the meeting and make a written report thereof. The
Corporation may designate one or 


<PAGE>

more persons as alternate inspectors to replace any inspector who fails to 
act. If no inspector or alternate is able to act at a meeting of 
stockholders, the presiding officer shall appoint one or more inspectors to 
act at the meeting. Any inspector may, but need not, be an officer, employee 
or agent of the Corporation. Each inspector, before entering upon the 
discharge of his duties, shall take and sign an oath faithfully to execute 
the duties of inspector with strict impartiality and according to the best of 
his or her ability. The inspectors shall perform such duties as are required 
by the General Corporation Law of the State of Delaware, as amended from time 
to time, including the counting of all votes and ballots. The inspectors may 
appoint or retain other persons or entities to assist the inspectors in the 
performance of the duties of the inspectors. The presiding officer may review 
all determinations made by the inspector(s), and in so doing the presiding 
officer shall be entitled to exercise his or her sole judgment and discretion 
and he or she shall not be bound by any determinations made by the 
inspector(s). All determinations by the inspector(s) and, if applicable, the 
presiding officer shall be subject to further review by any court of 
competent jurisdiction.


                                  ARTICLE II

                                  Directors

         SECTION 1. Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors except as otherwise
provided by the Certificate of Incorporation or required by law. In the event of
a vacancy in the Board of Directors, the remaining Directors, except as
otherwise provided by law, may exercise the powers of the full Board until the
vacancy is filled.

         SECTION 2. Number and Terms. Except as otherwise fixed pursuant to the
provisions of Article IV of the Certificate of Incorporation relating to the
rights of the holders of any series of preferred stock to elect Directors, the
number of Directors of the Corporation shall be fixed by resolution duly adopted
from time to time by the Board of Directors. The Directors shall be classified,
with respect to the time for which they severally hold office, into three
classes, as nearly equal in number as possible as determined by the Board of
Directors, with one class to be elected annually.

         The initial Directors of the Corporation shall hold office as follows:
the Class I Directors shall hold office initially for a term expiring at the
annual meeting of stockholders to be held in 1994, the Class II Directors shall
hold office initially for a term expiring at the annual meeting of stockholders
to be held in 1995, and the Class III Directors shall hold office initially for
a term expiring at the annual meeting of stockholders to be held in 1996, with
the members of each class to hold office until their respective successors are
duly elected and qualified or until their earlier resignation or removal. At
each annual meeting of the stockholders of the Corporation, Directors elected to
succeed those whose terms are expiring at that meeting shall be elected to hold
office for a term expiring at the annual meeting of stockholders held in the
third year 


<PAGE>

following the year of their election and until their respective successors 
are duly elected and qualified or until their earlier resignation or removal.

         SECTION 3. Director Nominations. In order to be eligible for election
as a Director to the Board of Directors, an individual must have been nominated
in accordance with the provisions of these By-Laws. Nominations of candidates
for election as Directors of the Corporation at any annual meeting of
stockholders may be made (a) by, or at the direction of, a majority of the Board
of Directors or a designated committee thereof, or (b) by any holder of record
(both as of the time notice of such nomination is given by the stockholder as
set forth below and as of the record date for the annual meeting in question) of
any shares of the capital stock of the Corporation entitled to vote at such
annual meeting who complies with the procedures set forth in this Section. Any
stockholder who seeks to make such a nomination, or his or her representative,
must be present in person at the annual meeting. Only persons nominated in
accordance with the procedures set forth in this Section shall be eligible for
election as Directors at an annual meeting of stockholders.

         Nominations, other than those made by, or at the direction of, the
Board of Directors or a designated committee thereof, shall be made pursuant to
timely notice in writing to the Secretary of the Corporation as set forth in
this Section. To be timely, a stockholder's notice shall be delivered to, or
mailed and received, at the principal executive offices of the Corporation (a)
not less than 75 days nor more than 120 days prior to the Anniversary Date or
(b) in the event that the annual meeting of stockholders is called for a date
more than seven days prior to the Anniversary Date, not later than the close of
business on (i) the 20th day (or if that day is not a business day for the
Corporation, on the next succeeding business day) following the first date on
which the date of such meeting was publicly disclosed or (ii) if such date of
public disclosure occurs more than 75 days prior to such scheduled date of such
meeting, then the later of (1) the 20th day (or if that day is not a business
day for the Corporation, on the next succeeding business day) following the
first date of public disclosure of the date of such meeting or (2) the 75th day
prior to such scheduled date of such meeting (or if that day is not a business
day for the Corporation, on the next succeeding business day). Any public
disclosure of the scheduled date of the meeting made by the Corporation by means
of a press release, a report or other document filed with the Securities and
Exchange Commission, or a letter or report sent to stockholders of record of the
Corporation, shall be deemed to be sufficient public disclosure of the date of
such meeting for purposes of these By-Laws. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or employment of
such person during the past five years, (iii) the class and number of shares of
the Corporation's capital stock which are beneficially owned by such person on
the date of such stockholder notice, (iv) a description of any of the following
events that has occurred within the last five years and that is material to the
evaluation of the ability or integrity of such proposed nominee: (1) a petition
under Federal bankruptcy laws or any state insolvency laws was filed by or
against such person, (2) such person was convicted in a criminal proceeding or
was a named subject of a criminal proceeding 


<PAGE>

(excluding traffic violations and other minor offenses), (3) such person was 
found by any court of competent jurisdiction to have violated any Federal or 
state securities law or Federal commodities law, which judgment or finding 
has not been subsequently reversed, suspended or vacated, or (4) such person 
was the subject of any order, judgment or decree, not subsequently reversed, 
suspended or vacated, of any court of competent jurisdiction or of any 
Federal or state governmental or quasi-governmental agency, authority or 
commission enjoining him or otherwise limiting him from engaging in any type 
of business practice or in any activity in connection with the purchase or 
sale of any security or commodity, and (v) the consent of each nominee to 
serve as a Director if so elected, and (b) as to the stockholder giving the 
notice, (i) the name and address, as they appear on the Corporation's stock 
transfer books, of such stockholder and of the beneficial owners (if any) of 
the stock registered in such stockholder's name and the name and address of 
other stockholders known by such stockholder to be supporting such nominees, 
(ii) the class and number of shares of the Corporation's capital stock which 
are beneficially owned by such stockholder and such beneficial owners (if 
any) on the date of such stockholder notice and by any other stockholders 
known by such stockholder to be supporting such nominees on the date of such 
stockholder notice, (iii) a representation that the stockholder or his or her 
representative intends to appear in person at the meeting to nominate the 
person or persons specified in the notice, (iv) a description of all 
arrangements or understandings between such 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 such stockholders; provided, 
however, that nothing in subsection (a) or (b) of this Section shall require 
the stockholder giving such notice to provide to the Corporation copies of 
such stockholder's preliminary or definitive proxy, proxy statement, or other 
soliciting material filed with the Securities and Exchange Commission. At the 
request of the Board of Directors, any person nominated by, or at the 
direction of, the Board of Directors for election as a Director at an annual 
meeting shall furnish to the Secretary of the Corporation that information 
required to be set forth in a stockholder's notice of nomination which 
pertains to such nominee.

         No person shall be elected by the stockholders as a Director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section. Election of Directors at the annual meeting need not be by written
ballot, unless otherwise provided by the Board of Directors or presiding officer
at such annual meeting. If written ballots are to be used, ballots bearing the
names of all the persons who have been nominated for election as Directors at
the annual meeting in accordance with the procedures set forth in this Section
shall be provided for use at the annual meeting.

         If the Board of Directors, or a designated committee thereof,
determines that any stockholder nomination was not timely made in accordance
with the terms of this Section or that the information provided in a
stockholder's notice does not satisfy the informational requirements of this
Section in any material respect, then such nomination shall not be considered at
the annual meeting in question. If neither the Board of Directors nor such
committee makes a determination as to the validity of any nominations by a
stockholder as set forth above, the presiding officer of the annual meeting
shall determine and declare at the annual meeting whether a nomination was 


<PAGE>

made in accordance with the terms of this Section. If the presiding officer 
determines that a nomination was made in accordance with the terms of this 
Section, he shall so declare at the annual meeting and ballots shall be 
provided for use at the meeting with respect to such nomination. If the 
presiding officer determines that a nomination was not made in accordance 
with the terms of this Section, he shall so declare at the annual meeting and 
such nomination shall be disregarded.

         SECTION 4.  Qualification.  No Director need be a stockholder of the 
Corporation.

         SECTION 5. Vacancies. Except as otherwise fixed pursuant to the
provisions of Article IV of the Certificate of Incorporation relating to the
rights of the holders of any class or series of preferred stock to elect
Directors, any vacancy occurring on the Board of Directors, including any
vacancy created by reason of an increase in the number of Directors or resulting
from death, resignation, disqualification, removal or other causes, shall be
filled solely by the affirmative vote of a majority of the remaining Directors
then in office, even if less than a quorum of the Board of Directors; provided,
however, that, if there is an Interested Stockholder at the time of such vote,
the filling of such vacancy shall also require the affirmative vote of a
majority of the Continuing Directors then in office. Any Director appointed in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of Directors in which the new directorship was
created or the vacancy occurred and until such Director's successor shall have
been duly elected and qualified or until his or her earlier resignation or
removal. When the number of Directors is increased or decreased, the Board of
Directors shall determine the class or classes to which the increased or
decreased number of Directors shall be apportioned; provided, however, that no
decrease in the number of Directors shall shorten the term of any incumbent
Director. In the event of a vacancy in the Board of Directors, the remaining
Directors, except as otherwise provided by law, may exercise the powers of the
full Board of Directors until the vacancy is filled.

         SECTION 6. Removal. Subject to the rights, if any, of any class or
series of preferred stock to elect Directors and to remove any Director whom the
holders of any such stock had the right to elect, any Director (including
persons elected by Directors to fill vacancies in the Board of Directors) may be
removed from office only with cause and by the affirmative vote of at least
two-thirds of the total votes which would be eligible to be cast by stockholders
in the election of such Director only at a duly constituted meeting of
stockholders called expressly for such purpose. A Director may not be removed
from office without cause. At least 30 days prior to any meeting of stockholders
at which it is proposed that any Director be removed from office, written notice
shall be sent to the Director whose removal will be considered at the meeting.

         SECTION 7.  Resignation.  A Director may resign at any time by 
giving written notice to the Chairman of the Board, if one is elected, the 
President or the Secretary.  A resignation shall be effective upon receipt, 
unless the resignation otherwise provides.


<PAGE>

         SECTION 8. Regular Meetings. The regular annual meeting of the Board of
Directors shall be held, without notice other than this By-Law, on the same date
and at the same place as the annual meeting of stockholders following the close
of such meeting of stockholders. Other regular meetings of the Board of
Directors may be held at such hour, date and place as the Board of Directors may
by resolution from time to time determine without notice other than such
resolution.

         SECTION 9. Special Meetings. Special meetings of the Board of Directors
may be called, orally or in writing, by or at the request of a majority of the
Directors, the Chairman of the Board, if one is elected, or the President. The
person calling any such special meeting of the Board of Directors may fix the
hour, date and place thereof.

         SECTION 10. Notice of Meetings. Notice of the hour, date and place of
all special meetings of the Board of Directors shall be given to each Director
by the Secretary or an Assistant Secretary, or in case of the death, absence,
incapacity or refusal of such persons, by the Chairman of the Board, if one is
elected, or the President or such other officer designated by the Chairman of
the Board, if one is elected, or the President. Notice of any special meeting of
the Board of Directors shall be given to each Director in person or by
telephone, telex, telecopy or other written form of electronic communication, or
by telegram sent to his business or home address at least 24 hours in advance of
the meeting, or by written notice mailed to his business or home address at
least 48 hours in advance of the meeting. Such notice shall be deemed to be
delivered when hand delivered to such address, read to such Director by
telephone, deposited in the mail so addressed, with postage thereon prepaid if
mailed, dispatched or transmitted if telexed or telecopied, or when delivered to
the telegraph company if sent by telegram.

         When any Board of Directors meeting, either regular or special, is
adjourned for 30 days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting. It shall not be necessary to give any notice
of the hour, date or place of any meeting adjourned for less than 30 days or of
the business to be transacted thereat, other than an announcement at the meeting
at which such adjournment is taken of the hour, date and place to which the
meeting is adjourned.

         A written waiver of notice signed before or after a meeting by a
Director and filed with the records of the meeting shall be deemed to be
equivalent to notice of the meeting. The attendance of a Director at a meeting
shall constitute a waiver of notice of such meeting, except where a Director
attends a meeting for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because such meeting is not lawfully
called or convened. Except as otherwise required by law, by the Certificate of
Incorporation or by these By-Laws, neither the business to be transacted at, nor
the purpose of, any meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

         SECTION 11. Quorum. At any meeting of the Board of Directors, a
majority of the Directors then in office shall constitute a quorum for the
transaction of business, but if 


<PAGE>

less than a quorum is present at a meeting, a majority of the Directors 
present may adjourn the meeting from time to time, and the meeting may be 
held as adjourned without further notice, except as provided in Section 10 of 
this Article II. Any business which might have been transacted at the meeting 
as originally noticed may be transacted at such adjourned meeting at which a 
quorum is present.

         SECTION 12. Action at Meeting. At any meeting of the Board of Directors
at which a quorum is present, a majority of the Directors present may take any
action on behalf of the Board of Directors, unless otherwise required by law, by
the Certificate of Incorporation or by these By-Laws.

         SECTION 13. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
all members of the Board of Directors consent thereto in writing. Such written
consent shall be filed with the records of the meetings of the Board of
Directors and shall be treated for all purposes as a vote at a meeting of the
Board of Directors.

         SECTION 14. Manner of Participation. Directors may participate in
meetings of the Board of Directors by means of conference telephone or similar
communications equipment by means of which all Directors participating in the
meeting can hear each other, and participation in a meeting in accordance
herewith shall constitute presence in person at such meeting for purposes of
these By-Laws.

         SECTION 15. Committees. The Board of Directors, by vote of a majority
of the Directors then in office, may elect from its number one or more
committees, including an Executive Committee, a Compensation Committee and an
Audit Committee, and may delegate thereto some or all of its powers except those
which by law, by the Certificate of Incorporation or by these By-Laws may not be
delegated. Except as the Board of Directors may otherwise determine, any such
committee may make rules for the conduct of its business, but unless otherwise
provided by the Board of Directors or in such rules, its business shall be
conducted so far as possible in the same manner as is provided by these By-Laws
for the Board of Directors. All members of such committees shall hold such
offices at the pleasure of the Board of Directors. The Board of Directors may
abolish any such committee at any time. Any committee to which the Board of
Directors delegates any of its powers or duties shall keep records of its
meetings and shall report its action to the Board of Directors. The Board of
Directors shall have power to rescind any action of any committee, to the extent
permitted by law, but no such rescission shall have retroactive effect.

         SECTION 16. Compensation of Directors. Directors shall receive such
compensation for their services as shall be determined by a majority of the
Board of Directors provided that Directors who are serving the Corporation as
employees and who receive compensation for their services as such, shall not
receive any salary or other compensation for their services as Directors of the
Corporation.


<PAGE>


                                  ARTICLE III

                                   Officers

         SECTION 1. Enumeration. The officers of the Corporation shall consist
of a President, a Treasurer, a Secretary and such other officers, including
without limitation a Chairman of the Board of Directors, Vice Chairman of the
Board of Directors and one or more Vice Presidents (including Executive Vice
Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant
Treasurers and Assistant Secretaries, as the Board of Directors may determine.

         SECTION 2. Election. At the regular annual meeting of the Board
following the annual meeting of stockholders, the Board of Directors shall elect
the President, the Treasurer and the Secretary. Other officers may be elected by
the Board of Directors at such regular annual meeting of the Board of Directors
or at any other regular or special meeting.

         SECTION 3. Qualification. No officer need be a stockholder or a
Director. Any person may occupy more than one office of the Corporation at any
time. Any officer may be required by the Board of Directors to give bond for the
faithful performance of his duties in such amount and with such sureties as the
Board of Directors may determine.

         SECTION 4. Tenure. Except as otherwise provided by the Certificate of
Incorporation or by these By-Laws, each of the officers of the Corporation shall
hold office until the regular annual meeting of the Board of Directors following
the next annual meeting of stockholders and until his successor is elected and
qualified or until his earlier resignation or removal.

         SECTION 5. Resignation. Any officer may resign by delivering his
written resignation to the Corporation addressed to the President or the
Secretary, and such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

         SECTION 6. Removal. Except as otherwise provided by law, the Board of
Directors may remove any officer with or without cause by the affirmative vote
of a majority of the Directors then in office; provided, however, that if an
officer is to be removed for cause, he may only be removed after reasonable
notice and an opportunity to be heard by the Board of Directors.

         SECTION 7. Absence or Disability. In the event of the absence or
disability of any officer, the Board of Directors may designate another officer
to act temporarily in place of such absent or disabled officer.

         SECTION 8.  Vacancies.  Any vacancy in any office may be filled for 
the unexpired portion of the term by the Board of Directors.


<PAGE>

         SECTION 9. President. Unless otherwise provided by the Board of
Directors or the Certificate of Incorporation, the President shall be the Chief
Executive Officer of the Corporation and shall, subject to the direction of the
Board of Directors, have general supervision and control of the Corporation's
business. The President shall have such other powers and perform such other
duties as the Board of Directors may from time to time designate.

         SECTION 10. Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside, when present, at all meetings of the stockholders and of
the Board of Directors. The Chairman of the Board shall have such other powers
and shall perform such other duties as the Board of Directors may from time to
time designate.

         SECTION 11. Vice Chairman of the Board. The Vice Chairman of the Board,
if one is elected, shall preside, when present, at all meetings of the
stockholders of the Board of Directors in the event of the death, absence,
incapacity or refusal of the Chairman of the Board. The Vice Chairman of the
Board of Directors shall have such other powers and shall perform such other
duties as the Board of Directors may from time to time designate.

         SECTION 12. Vice Presidents and Assistant Vice Presidents. Any Vice
President (including any Executive Vice President or Senior Vice President) and
any Assistant Vice President shall have such powers and shall perform such
duties as the Board of Directors or the Chief Executive Officer may from time to
time designate.

         SECTION 13. Treasurer and Assistant Treasurers. The Treasurer shall,
subject to the direction of the Board of Directors and except as the Board of
Directors or the Chief Executive Officer may otherwise provide, have general
charge of the financial affairs of the Corporation and shall cause to be kept
accurate books of account. The Treasurer shall have custody of all funds,
securities, and valuable documents of the Corporation. He or she shall have such
other duties and powers as may be designated from time to time by the Board of
Directors or the Chief Executive Officer.

         Any Assistant Treasurer shall have such powers and perform such duties
as the Board of Directors or the Chief Executive Officer may from time to time
designate.

         SECTION 14. Secretary and Assistant Secretaries. The Secretary shall
record all the proceedings of the meetings of the stockholders and the Board of
Directors (including committees of the Board) in books kept for that purpose. In
his absence from any such meeting, a temporary secretary chosen at the meeting
shall record the proceedings thereof. The Secretary shall have charge of the
stock ledger (which may, however, be kept by any transfer or other agent of the
Corporation). The Secretary shall have custody of the seal of the Corporation,
and the Secretary, or an Assistant Secretary, shall have authority to affix it
to any instrument requiring it, and, when so affixed, the seal may be attested
by his or her signature or that of an Assistant Secretary. The Secretary shall
have such other duties and powers as may be designated from time to time by the
Board of 


<PAGE>

Directors or the Chief Executive Officer. In the absence of the Secretary, 
any Assistant Secretary may perform his or her duties and responsibilities.

         Any Assistant Secretary shall have such powers and perform such duties
as the Board of Directors or the Chief Executive Officer may from time to time
designate.

         SECTION 15. Other Powers and Duties. Subject to these By-Laws and to
such limitations as the Board of Directors may from time to time prescribe, the
officers of the Corporation shall each have such powers and duties as generally
pertain to their respective offices, as well as such powers and duties as from
time to time may be conferred by the Board of Directors or the Chief Executive
Officer.


                                  ARTICLE IV

                                Capital Stock

         SECTION 1. Certificates of Stock. Each stockholder shall be entitled to
a certificate of the capital stock of the Corporation in such form as may from
time to time be prescribed by the Board of Directors. Such certificate shall
bear the Corporation seal and shall be signed by the Chairman of the Board of
Directors, Vice Chairman of the Board of Directors, the President or a Vice
President and by the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary. The Corporation seal and the signatures by Corporation
officers, the transfer agent or the registrar may be facsimiles. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed on such certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the time of its issue. Every certificate for shares of
stock which are subject to any restriction on transfer and every certificate
issued when the Corporation is authorized to issue more than one class or series
of stock shall contain such legend with respect thereto as is required by law.

         SECTION 2. Transfers. Subject to any restrictions on transfer and
unless otherwise provided by the Board of Directors, shares of stock may be
transferred only on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate theretofore properly
endorsed or accompanied by a written assignment or power of attorney properly
executed, with transfer stamps (if necessary) affixed, and with such proof of
the authenticity of signature as the Corporation or its transfer agent may
reasonably require.

         SECTION 3. Record Holders. Except as may otherwise be required by law,
by the Certificate of Incorporation or by these By-Laws, the Corporation shall
be entitled to treat the record holder of stock as shown on its books as the
owner of such stock for all purposes, including the payment of dividends and the
right to vote with respect thereto, regardless of any transfer, pledge or other
disposition of such stock, until the shares have 


<PAGE>

been transferred on the books of the Corporation in accordance with the 
requirements of these By-Laws.

         It shall be the duty of each stockholder to notify the Corporation of
his post office address and any changes thereto.

         SECTION 4. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or 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 a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date: (1) in the case of
determination of stockholders entitled to vote at any meeting of stockholders or
adjournment thereof, shall, unless otherwise required by law, not be more than
sixty nor less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of
Directors; and (3) in the case of any other action, shall not be more than sixty
days prior to such other action. If no record date is fixed: (1) 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 day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action; and
(3) 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. 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, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

         SECTION 5. Replacement of Certificates. In case of the alleged loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms as the Board of Directors may
prescribe.


<PAGE>


                                   ARTICLE V

                                Indemnification

         SECTION 1. Definitions. For purposes of this Article: (a) "Officer"
means any person who serves or has served as a Director of the Corporation or in
any other office filled by election or appointment by the stockholders or the
Board of Directors and any heirs or personal representatives of such person; (b)
"Non-Officer Employee" means any person who serves or has served as an employee
of the Corporation, but who is not or was not an Officer, and any heirs or
personal representatives of such person; (c) "Proceeding" means any action, suit
or proceeding (or part thereof), civil or criminal, administrative or
investigative, brought or threatened in or before any court, tribunal,
administrative or legislative body or agency and any claim which could be the
subject of a Proceeding; and (d) "Expenses" means any liability fixed by a
judgment, order, decree or award in a Proceeding, any amount reasonably paid in
settlement of a Proceeding and any professional fees or other disbursements
reasonably incurred in a Proceeding or in settlement of a Proceeding, including
fines, ERISA excise taxes or penalties.

         SECTION 2. Officers. Except as provided in Section 4 of this Article V,
each Officer of the Corporation shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the General Corporation Law of
the State of Delaware, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment) against any and
all Expenses incurred by such Officer in connection with any Proceeding in which
such Officer is involved as a result of serving or having served (a) as an
Officer or employee of the Corporation, (b) as a director, officer or employee
of any wholly-owned subsidiary of the Corporation, or (c) in any capacity with
any other corporation, organization, partnership, joint venture, trust or other
entity at the written request or direction of the Corporation, including service
with respect to employee or other benefit plans, and shall continue as to an
Officer who has ceased to be an Officer and shall inure to the benefit of his or
her heirs, executors and administrators; provided, however, that the Corporation
shall indemnify any such Officer seeking indemnification in connection with a
Proceeding initiated by such Officer only if such Proceeding was authorized by
the Board of Directors of the Corporation.

         SECTION 3. Non-Officer Employees. Except as provided in Section 4 of
this Article V, each Non-Officer Employee of the Corporation may, in the
discretion of the Board of Directors, be indemnified by the Corporation to the
fullest extent authorized by the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment) against any or all Expenses
incurred by such Non-Officer Employee in connection with any Proceeding in which
such Non-Officer Employee is involved as a result of serving or having served
(a) as a Non-Officer Employee of the Corporation, (b) as a director, officer or
employee 


<PAGE>

of any wholly-owned subsidiary of the Corporation, or (c) in any capacity 
with any other corporation, organization, partnership, joint venture, trust 
or other entity at the request or direction of the Corporation, including 
service with respect to employee or other benefit plans, and shall continue 
as to a Non-Officer Employee who has ceased to be a Non-Officer Employee and 
shall inure to the benefit of his or her heirs, executors and administrators; 
provided, however, that the Corporation may indemnify any such Non-Officer 
Employee seeking indemnification in connection with a Proceeding initiated by 
such Non-Officer Employee only if such Proceeding was authorized by the Board 
of Directors of the Corporation.

         SECTION 4. Good Faith. No indemnification shall be provided to an
Officer or to a Non-Officer Employee with respect to a matter as to which such
person shall have been adjudicated in any Proceeding not to have acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the Corporation, and, with respect to any criminal
Proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In the event that a Proceeding is compromised or settled so as to impose any
liability or obligation upon an Officer or Non-Officer Employee, no
indemnification shall be provided to said Officer or Non-Officer Employee with
respect to a matter if there be a determination that with respect to such matter
such person did not act in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Corporation,
and, with respect to any criminal Proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The determination shall be made by a majority
vote of those Directors who are not involved in such Proceeding. However, if
more than half of the Directors are involved in such Proceeding, the
determination shall be made by a majority vote of a committee of one or more
disinterested Director(s) chosen by the disinterested Director(s) at a regular
or special meeting.

         SECTION 5. Prior to Final Disposition. Unless otherwise provided by the
Board of Directors or by the committee pursuant to the procedure specified in
Section 4 of this Article V, any indemnification extended to a Director pursuant
to this Article V shall include payment by the Corporation of Expenses incurred
in defending a Proceeding in advance of the final disposition of such Proceeding
upon receipt of an undertaking by the Director seeking indemnification to repay
such payment if such Director shall be adjudicated or determined not to be
entitled to indemnification under this Article V.

         SECTION 6. Contractual Nature of Rights. The foregoing provisions of
this Article V shall be deemed to be a contract between the Corporation and each
Officer and Non-Officer Employee who serves in such capacity at any time while
this Article V is in effect, and any repeal or modification thereof shall not
affect any rights or obligations then existing with respect to any state of
facts then or theretofore existing or any action, suit or proceeding theretofore
or thereafter brought based in whole or in part upon any such state of facts.

         SECTION 7. Non-Exclusivity of Rights. The provisions in respect of
indemnification and the payment of expenses incurred in defending a Proceeding
in 


<PAGE>

advance of its final disposition set forth in this Article V shall not be 
exclusive of any right which any person may have or hereafter acquire under 
any statute, provision of the Certificate of Incorporation or these By-Laws, 
agreement, vote of stockholders or disinterested directors or otherwise.

         SECTION 8. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any Officer or Non-Officer Employee against any
liability of any character asserted against or incurred by the Corporation or
any such Officer or Non-Officer Employee, or arising out of any such status,
whether or not the Corporation would have the power to indemnify such person
against such liability under the General Corporation Law of the State of
Delaware or the provisions of this Article V.


                                  ARTICLE VI

                           Miscellaneous Provisions

         SECTION 1.  Fiscal Year.  The fiscal year of the Corporation shall 
end on the last day of January of each year.

         SECTION 2.  Seal.  The Board of Directors shall have power to adopt 
and alter the seal of the Corporation.

         SECTION 3. Execution of Instruments. All deeds, leases, transfers,
contracts, bonds, notes and other obligations to be entered into by the
Corporation in the ordinary course of its business without Director action may
be executed on behalf of the Corporation by the Chairman of the Board, if one is
elected, the President or the Treasurer or any other officer, employee or agent
of the Corporation as the Board of Directors or Executive Committee may
authorize.

         SECTION 4. Voting of Securities. Unless the Board of Directors
otherwise provides, the Chairman of the Board, if one is elected, the President
or the Treasurer may waive notice of and act on behalf of this Corporation, or
appoint another person or persons to act as proxy or attorney in fact for this
Corporation with or without discretionary power and/or power of substitution, at
any meeting of stockholders or shareholders of any other corporation or
organization, any of whose securities are held by this Corporation.

         SECTION 5.  Resident Agent.  The Board of Directors may appoint a 
resident agent upon whom legal process may be served in any action or 
proceeding against the Corporation.

         SECTION 6. Corporate Records. The original or attested copies of the
Certificate of Incorporation, By-Laws and records of all meetings of the
incorporators, stockholders and the Board of Directors and the stock transfer
books, which shall contain the names of all stockholders, their record addresses
and the amount of stock held by 


<PAGE>

each, may be kept outside the State of Delaware and shall be kept at the 
principal office of the Corporation, at the office of its counsel or at an 
office of its transfer agent or at such other place or places as may be 
designated from time to time by the Board of Directors.

         SECTION 7. Definitions. As used in these By-Laws, the terms "Voting
Stock," "Interested Stockholder" and "Continuing Director" shall have the same
respective meanings assigned to them in the Certificate of Incorporation. Any
determination of beneficial ownership of securities under these By-Laws shall be
made in the manner specified in the Certificate of Incorporation.

         SECTION 8. Certificate of Incorporation. All references in these
By-Laws to the Certificate of Incorporation shall be deemed to refer to the
Third Amended and Restated Certificate of Incorporation of the Corporation, as
amended and in effect from time to time.

         SECTION 9. Amendments. The Board of Directors shall have the power to
adopt, alter, amend and repeal these By-Laws. Any By-Laws adopted, altered,
amended or repealed by the Board of Directors under the powers conferred hereby
may be altered, amended or repealed by the Board of Directors or by the
stockholders. Notwithstanding the foregoing or any other provisions of the
Certificate of Incorporation or these By-Laws to the contrary, such action by
the Board of Directors shall require the affirmative vote of at least two-thirds
of the Directors then in office. Notwithstanding the foregoing or any other
provisions of the Certificate of Incorporation or these By-Laws to the contrary,
any action by the stockholders to alter, amend or repeal these By-Laws of the
Corporation shall require the affirmative vote of at least two-thirds of the
total votes eligible to be cast by stockholders with respect to such alteration,
amendment or repeal, voting together as a single class, at a duly constituted
meeting of stockholders called expressly for such purpose.