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                                                                     EXHIBIT 3.9

                                 AMENDED BYLAWS

                                       OF

                         MOONEY AIRPLANE COMPANY, INC.,

                             A Delaware Corporation


                                  Prepared by:

                     LUCE, FORWARD, HAMILTON & SCRIPPS LLP
                         600 West Broadway, Suite 2600
                          San Diego, California 92101
                           Telephone: (619) 236-1414


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     Bylaws for the regulation, except as otherwise provided by statute or its
Certificate of Incorporation ("Certificate"), of

                          MOONEY AIRPLANE COMPANY, INC.

                            (a Delaware corporation)


                                   ARTICLE I
                            MEETINGS OF STOCKHOLDERS

          Section 1. ANNUAL MEETINGS. The annual meeting of stockholders shall
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     be 120 days following the end of the fiscal year of the corporation and at
     such precise date and time and at such place as fixed by the resolution of
     the Board of Directors ("Board"). At such meeting, directors shall be
     elected, reports of the affairs of the corporation shall be considered, and
     any other business may be transacted which is within the powers of the
     stockholders.

          Section 2. SPECIAL MEETINGS. Special meetings of the stockholders, for
          ---------
     any purpose or purposes whatsoever, may be called at any time by the Board,
     the Chairman of the Board, the President, or by the holders of shares
     entitled to cast not less than 10% of the votes at the meeting or by such
     other persons as may be provided in the Certificate or in these Bylaws.

          Section 3. NOTICE. Written notice of each meeting shall be given to
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     each stockholder entitled to vote, either personally or by mail or other
     means of written communication, charges prepaid, addressed to such
     stockholder at his address appearing on the books of the corporation or
     given by him to the corporation for the purpose of notice. If no such
     address appears or is given, notice shall be deemed to have been given to
     him if sent by mail or other means of written communication addressed to
     the place where the principal executive office of the corporation is
     situated, or by publication of notice at least once in some newspaper of
     general


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     circulation in the county in which said office is located. All such notices
     shall be sent to each stockholder entitled thereto not less than 10 (or if
     sent by third-class mail, 30) nor more than 60 days before such meeting.
     Such notice shall specify the place, the date and the hour of such meeting.

     In the case of a special meeting, the notice shall state the general nature
of business to be transacted and no other business shall be transacted at such
meeting.

     In the case of an annual meeting, the notice shall state those matters
which the Board, at the time of the mailing of the notice, intends to present
for action by the stockholders. However, any proper matter may be presented at
the meeting for action but action on the following matters shall be valid only
if the general nature of the proposal so approved was stated in the notice of
the meeting or in a written notice, unless the matter was unanimously approved
by those entitled to vote:

     (a)  the approval of a contract or other transaction between the
          corporation and one or more of its directors or with any corporation,
          firm or association in which one or more of its directors has a
          material financial interest;

     (b)  an amendment to the Certificate;

     (c)  a reorganization as defined in the Delaware Corporation Law Annotated;

     (d)  the voluntary winding up and dissolution of the corporation; or

     (e)  a plan of distribution under the Delaware Corporation Law Annotated in
          respect of a corporation in the process of winding up.

     The notice of any meeting at which directors are to be elected shall
include the names of the nominees intended at the time of the notice to be
presented by the Board for election.


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     The notice shall state such other matters, if any, as may be expressly
required by statute.

          Section 4. ADJOURNED MEETING AND NOTICE THEREOF. When a stockholders'
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     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
     corporation may transact any business which might have been transacted at
     the original meeting. If the adjournment is for more than 45 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 5. QUORUM. Unless otherwise provided in the Certificate, the
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     presence in person or by proxy of the persons entitled to vote a majority
     of the voting shares at any meeting shall constitute a quorum for the
     transaction of business. The stockholders present at a duly called or held
     meeting at which a quorum is present may continue to transact business
     until adjournment notwithstanding the withdrawal of enough stockholders to
     leave less than a quorum, if any action taken (other than adjournment) is
     approved by at least a majority of the shares required to constitute a
     quorum. In the absence of a quorum, any meeting of stockholders may be
     adjourned from time to time by the vote of a majority of the shares
     represented either in person or by proxy, but no other business may be
     transacted, except as provided above.

          Section 6. CONSENT OF ABSENTEES. The transactions of any meeting of
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     stockholders, however called and noticed and wherever held are as valid as
     though had at a meeting duly held after regular call and notice, if a
     quorum is present either in person or by proxy, and if, either before or
     after the meeting, each of the persons entitled to vote, not present in
     person or by proxy, signs a written waiver of notice, or a consent to the
     holding of the meeting, or an approval of the minutes


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     thereof. All such waivers, consents and approvals shall be filed with the
     corporate records or made a part of the minutes of the meeting.

          Section 7. ACTION WITHOUT MEETING. Unless otherwise provided in the
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     Certificate, any action which may be taken at any annual or special meeting
     of stockholders may be taken without a meeting and without prior notice, if
     a consent in writing, setting forth the action so taken, shall be signed by
     the holders of outstanding shares 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 thereon were present and
     voted; provided, however, that:

          (a)  unless the consents of all stockholders entitled to vote have
               been solicited in writing, notice of any stockholder approval:

               (1)  of a contract or other transaction between the corporation
                    and one or more of its directors or with any corporation,
                    firm or association in which one or more of its directors
                    has a material financial interest;

               (2)  of an indemnity pursuant to ss.145 of the Delaware
                    Corporation Law Annotated;

               (3)  of a reorganization (as defined in ss.303 of the Delaware
                    Corporation Law Annotated) required to be approved by the
                    stockholders; or

               (4)  of a plan of distribution under the Delaware Corporation Law
                    Annotated in respect of a corporation in the process of
                    winding up, which approval was obtained without a meeting by
                    less than unanimous written consent, shall be given at least
                    10 days before the consummation of the action authorized by
                    such approval; and


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          (b)  prompt notice shall be given of the taking of any other corporate
               action approved by stockholders without a meeting by less than
               unanimous written consent, to those stockholders entitled to vote
               who have not consented in writing. Notice of such approval shall
               be given in the same manner as required by Article I, Section 3
               of these Bylaws.

     Any stockholder giving a written consent, or the stockholder's proxy holder
or proxy holders, or a transferee of the shares, or a personal representative of
the stockholder, or their respective proxy holder or proxy holders, may revoke
the consent by a writing received by the corporation prior to the time that
written consents of the number of shares required to authorize the proposed
action have been filed with the Secretary of the corporation, but may not do so
thereafter. Such revocation is effective upon its receipt by the Secretary of
the corporation.

     Notwithstanding the above provisions, directors may not be elected by
written consent except by unanimous written consent of all shares entitled to
vote for the election of directors.

          Section 8. RECORD DATES. For purposes of determining the stockholders
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     entitled to notice of any meeting or to vote or entitled to exercise any
     other rights, the Board may fix, in advance, a record date, which shall not
     be more than 60 nor less than 10 days prior to the date of such meeting nor
     more than 60 days prior to any other action. If no record date is fixed by
     the Board:

          (a)  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 business day next preceding the day on which
               notice is given or, if notice is waived, at the close of business
               on the business day next preceding the day on which the meeting
               is held;


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          (b)  the record date for determining stockholders entitled to give
               consent to corporate action in writing without a meeting, when no
               prior action by the Board is necessary, shall be the day on which
               the first written consent is given; and

          (c)  the record date for determining stockholders for any other
               purpose shall be at the close of business on the day on which the
               Board adopts the resolution relating thereto, or the 60th day
               prior to the date of such other action, whichever is later. 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 unless the Board fixes a new record
               date for the adjourned meeting, but the Board shall fix a new
               record date if the meeting is adjourned for more than 45 days.

          Section 9. PROXIES. Every person entitled to vote shares may authorize
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     another person or persons to act by proxy with respect to such shares. No
     proxy shall be valid after the expiration of 11 months from the date
     thereof unless otherwise provided in the proxy. Every proxy continues in
     full force and effect until revoked as specified in ss.215 of the Delaware
     Corporation Law Annotated or unless it states that it is irrevocable. A
     proxy which states that it is irrevocable is irrevocable for the period
     specified therein when it is held by a person specified in the Delaware
     Corporation Law Annotated

          Section 10. VOTING; CUMULATIVE VOTING AND NOTICE THEREOF. Votes on any
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     matter may be viva voce but shall be by ballot upon demand made by a
     stockholder at any election and before the voting begins. No stockholder
     shall be entitled to cumulate votes for election of directors (i.e., cast
     for any candidate for election as directors a number of votes greater than
     the number of votes which such stockholder normally is entitled to cast)
     unless such candidate or candidates' names have been placed in nomination
     prior to the voting and the


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     stockholder has given notice at the meeting prior to the voting of the
     stockholder's intention to cumulate the stockholder's votes. If any one
     stockholder has given such notice, all stockholders may cumulate their
     votes for candidates in nomination. If cumulative voting is proper, every
     stockholder entitled to vote at any election of directors may cumulate such
     stockholder's votes and give one candidate a number of votes equal to the
     number of directors to be elected multiplied by the number of votes to
     which the stockholder's shares are normally entitled, or distribute the
     stockholder's votes on the same principle among as many candidates as the
     stockholder thinks fit. In any election of directors, the candidates
     receiving the highest number of affirmative votes of the shares entitled to
     be voted for them up to the number of directors to be elected by such
     shares are elected; votes against the director and votes withheld shall
     have no legal effect.

     Except for election of directors, provided above, votes on other
substantive and procedural matters shall be taken on the basis of one vote for
each shares represented at the meeting.

     Fractional shares shall not be entitled to any voting rights.

          Section 11. CHAIRMAN OF MEETING. The Board may select any person to
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     preside as Chairman of any meeting of stockholders, and if such person
     shall be absent from the meeting, or fail or be unable to preside, the
     Board may name any other person in substitution therefore as Chairman. In
     the absence of an express selection by the Board of a Chairman or
     substitute therefore, the Chairman of the Board shall preside as Chairman.
     If the Chairman of the Board shall be absent, fail or be unable to preside,
     the President shall preside. If the President shall be absent, fail or be
     unable to preside the Vice President or Vice Presidents in order of their
     rank as fixed by the Board, the Secretary, or the Chief Financial Officer,
     shall preside as Chairman, in that order. The Chairman of the meeting shall
     designate a secretary for such meeting, who shall take and keep or cause to
     be taken and kept minutes of the proceedings thereof.


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     The conduct of all stockholders' meetings shall at all times be within the
discretion of the Chairman of the meeting and shall be conducted under such
rules as he may prescribe. The Chairman shall have the right and power to
adjourn any meeting at any time, without a vote of the shares present in person
or represented by proxy, if the Chairman shall determine such action to be in
the best interests of the corporation and its stockholders.

          Section 12. INSPECTORS OF ELECTION. In advance of any meeting of
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     stockholders, the Board may appoint any persons other than nominees for
     office as inspectors of election to act at the meeting and any adjournment
     thereof. If inspectors of election are not so appointed, or if any such
     persons fail to appear or refuse to act, the Chairman of any such meeting
     may, and on the request of any stockholder or his proxy shall, make such
     appointment at the meeting. The number of inspectors shall be either one or
     three. If appointed at a meeting on the request of one or more stockholders
     or proxies, the majority of shares present in person or by proxy shall
     determine whether one or three inspectors are to be appointed.

     The inspectors of election shall determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum, the authenticity, validity and effect of proxies, receive
votes, ballots or consents, hear and determine all challenges and questions in
any way arising in connection with the right to vote, count and tabulate all
votes or consents, determine when the polls shall close, determine the result
and do such acts as may be proper to conduct the election or vote with fairness
to all stockholders.

     If there are three inspectors of election, the decision, act or certificate
of a majority is effective in all respects as the decision, act or certificate
of all.


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                                   ARTICLE II

                                    DIRECTORS

          Section 1. POWERS. Subject to any limitations in the Certificate or
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     these Bylaws and to any provision of the Delaware General Corporation Law
     relating to action required to be approved by the stockholders or by the
     outstanding shares, or by less than a majority vote of a class or series of
     preferred shares, the business and affairs of the corporation shall be
     managed and all corporate powers shall be exercised by or under the
     direction of the Board. The Board may delegate the management of the
     day-to-day operation of the business of the corporation to a management
     company or other person provided that the business and affairs of the
     corporation shall be managed and all corporate powers shall be exercised
     under the ultimate direction of the Board.

          Section 2. NUMBER. The authorized number of directors shall be six
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     (6). The exact number of directors shall be fixed, from time to time, by a
     vote of a majority of the directors then holding office or by a majority of
     the outstanding voting shares of the corporation.

          Section 3. ELECTION AND TERM OF OFFICE. The directors shall be elected
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     at each annual meeting of stockholders, and the directors may be elected at
     any special meeting of stockholders held for that purpose. Each director,
     including a director elected to fill a vacancy, shall hold office until the
     expiration of the term for which elected and until a successor has been
     elected and qualified.

          Section 4. ORGANIZATION MEETING. Immediately following each annual
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     meeting of stockholders, the Board shall hold a regular meeting for the
     purpose of organization, election of officers, and the transaction of other
     business.

          Section 5. REGULAR MEETINGS. Regular meetings of the Board shall be
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     held at such times and places within or without the state as may be
     designated in the notice of the meeting or which are designated by
     resolution of the Board. In the absence of designation of place, regular
     meetings shall be held at the principal office of the corporation.



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          Section 6. SPECIAL MEETINGS. Special meetings of the Board for any
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     purpose or purposes may be called at any time by the Chairman of the Board,
     the President, or by any Vice President or the Secretary or any two
     directors. Special meetings of the Board may be held at such times and
     places within or without the state as may be designated in the notice of
     the meeting or which are designated by resolution of the Board.

          Section 7. NOTICE OF MEETINGS. When notice of a meeting of the Board
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     is required, at least four days notice by mail or 24 hours notice delivered
     by email, personally or by telephone or telegraph shall be given to each
     director. All Jewish holidays and the Jewish Sabbath shall be excluded from
     the notice period and the setting of Board meetings during those times is
     prohibited. Such notice need not specify the purpose of the meeting. Notice
     of a meeting need not be given to any director who signs a waiver of notice
     or consent to holding the meeting or an approval of the minutes thereof,
     whether before or after the meeting, or who attends the meeting without
     protesting, prior thereto or at its commencement, the lack of notice to
     such director. All such waivers, consents and approvals shall be filed with
     the corporate records or made a part of the minutes of the meeting.

          Section 8. PARTICIPATION BY TELEPHONE. Members of the Board may
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     participate in a meeting through use of conference telephone or similar
     communications equipment, so long as all members participating in such
     meeting can hear one another. Participation in a meeting pursuant to this
     Section constitutes presence in person at such meeting.

          Section 9. QUORUM. A majority of the authorized number of directors
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     constitutes a quorum of the Board for the transaction of business. A
     meeting at which a quorum is initially present may continue to transact
     business notwithstanding the withdrawal of directors, if any action taken
     is approved by at least a majority of the required quorum for such meeting.
     A majority of the directors present, whether or not a quorum is present,
     may adjourn any meeting to another time and place.


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          Section 10. VOTING. Every act or decision done or made by a majority
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     of the directors present at a meeting duly held at which a quorum is
     present is the act of the Board, subject to Section 9 of this Article and
     to:

          (a)  the provisions of the Delaware Corporation Law Annotated
               regarding votes in respect of a contract or other transaction
               between the corporation and one or more of its directors or with
               any corporation, firm or association in which one or more of its
               directors has a material financial interest, and

          (b)  Corporation Law regarding votes in respect of indemnification of
               agents of the corporation who are members of the Board.

          Section 11. ACTION WITHOUT MEETING. Any action required or permitted
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     to be taken by the Board may be taken without a meeting if all members of
     the Board shall individually or collectively consent in writing to such
     action. Such written consent or consents shall be filed with the minutes of
     the proceedings of the Board. Such action by written consent shall have the
     same force and effect as a unanimous vote of such directors.

          Section 12. RESIGNATION. Any director may resign effective upon giving
          ----------
     written notice to the Chairman of the Board, the President, the Secretary
     or the Board of the corporation, unless the notice specifies a later time
     for the effectiveness of such resignation. If the resignation is effective
     at a future time, a successor may be elected to take office when the
     resignation becomes effective.

          Section 13. VACANCIES. Except for a vacancy created by the removal of
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     a director, vacancies on the Board may be filled by the unanimous written
     consent of the directors then in office, the affirmative vote of a majority
     of the directors then in office at a meeting held pursuant to notice or
     waivers of notice complying with Section 142, or by a sole remaining
     director. Vacancies occurring in the Board by reason of the removal of
     directors may be filled only by approval of the stockholders.


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     The stockholders may elect a director at any time to fill any vacancy not
     filled by the directors. Any such election by written consent other than to
     fill a vacancy created by removal requires the consent of a majority of the
     outstanding shares entitled to vote.

     No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his term of office.

          Section 14. ADJOURNMENT. A majority of the directors present, whether
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     or not a quorum is present, may adjourn any meeting to another time and
     place. If the meeting is adjourned for more than 24 hours, notice of any
     adjournment to another time or place shall be given prior to the time of
     the adjourned meeting to the directors who were not present at the time of
     the adjournment. Such notice need not comply with the time in which notice
     must be given prior to a meeting as required by Section 7 of Article II of
     the Bylaws, but should be given as far in advance as is reasonably
     practicable under all the circumstances existing at the time of
     adjournment.

          Section 15. VISITORS. No person other than a director may attend any
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     meeting of the Board without the consent of a majority of the directors
     present; provided, however, that a representative of legal counsel for the
     corporation and a representative of the independent certified public
     accountant for the corporation may attend any such meeting upon the
     invitation of any director.

          Section 16. FEES AND COMPENSATION. Directors and members of committees
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     may receive such compensation for their services and such reimbursement for
     expenses as may be fixed or determined by resolution of the Board.

          Section 17. COMMITTEES. The Board may, by resolution adopted by a
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     majority of the authorized number of directors, designate one or more
     committees, each consisting of two or more directors, to serve at the
     pleasure of the Board. The Board may designate one or more directors as
     alternate members of any committee,



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     who may replace any absent member at any meeting of the committee. The
     appointment of members or alternate members of a committee requires the
     vote of a majority of the authorized directors. Any such committee, to the
     extent provided in the resolution of the Board or in the Bylaws, shall have
     all the authority of the Board, except with respect to:

          (a)  the approval of any action for which the General Corporation Law
               also requires stockholders' approval or approval of the
               outstanding shares;

          (b)  the filling of vacancies on the Board or in any committee;

          (c)  the fixing of compensation of the directors for serving on the
               Board or on any committee;

          (d)  the amendment or repeal of Bylaws or the adoption of new Bylaws;

          (e)  the amendment or repeal of any resolution of the Board which by
               its express terms is not so amendable or repealable;

          (f)  a distribution to the stockholders of the corporation (as defined
               in the Delaware Corporation Law Annotated), except at a rate, in
               the periodic amount or within a price range set forth in the
               Certificate or determined by the Board; and

          (g)  the appointment of other committees of the Board or the members
               thereof.

          Section 18. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of
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     committees shall be governed by, and held and taken in accordance with, the
     provisions of this Article, Sections 5 (Regular Meetings), 6 (Special
     Meetings), 7 (Notice of Meetings), 8 (Participation by Telephone), 9
     (Quorum), 10


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     (Voting), 11 (Action Without Meeting), and 14 (Adjournment), with such
     changes in the context of those Bylaws as are necessary to substitute the
     committee and its members for the Board and its members, except that the
     time of regular meetings of committees may be determined by resolution of
     the Board as well as the committee, special meetings of committees may also
     be called by resolutions of the Board and notice of special meetings of
     committees shall also be given to all alternate members, who shall have the
     right to attend all meetings of the committee. The Board may adopt rules
     for the government of any committee not inconsistent with the provisions of
     these Bylaws.


                                  ARTICLE III

                                    OFFICERS

          Section 1. OFFICERS. The officers of the corporation shall be a
          ---------
     Chairman of the Board or a President, or both, a Secretary and a Chief
     Financial Officer. The corporation may also have, at the discretion of the
     Board, one or more Vice Presidents, one or more Assistant Secretaries and
     Assistant Financial Officers, and such other officers as may be appointed
     in accordance with the provisions of Section 3 of this Article. One person
     may hold two or more offices except that the Chief Executive Officer and
     Chief Financial Officer cannot be the same person.

          Section 2. ELECTION. The officers of the corporation, except such
          ---------
     officers as may be appointed in accordance with the provisions of Section 3
     or Section 5 of this Article, shall be chosen annually by the Board, and
     each shall hold office until resignation or removal or other
     disqualification to serve, or the election of a successor.

          Section 3. SUBORDINATE OFFICERS. The Board, the Chairman and the
          ---------
     President shall each have the power to appoint such assistant vice
     presidents, assistant secretaries and assistant treasurers or financial
     officers as the business of the corporation may require, each of whom shall
     hold office for such period, have such authority and perform such duties as
     the appointing officer or the Board may from


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     time to time determine. In the case of subordinate officers appointed by
     the Chairman or the President, such appointment shall be reported to the
     Board at its next meeting, but the failure to so report shall not affect
     the validity of the appointment. The Board may remove any subordinate
     officer at any time.

          Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either
          ---------
     with or without cause, by action of the Board duly taken, or, except in
     case of an officer chosen by the Board, by any officer upon whom such power
     of removal may be conferred by the Board.

     Any officer may resign at any time by giving written notice to the
corporation, to the attention of the Secretary. Any such resignation shall take
effect at the date of the receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

          Section 5. VACANCIES. A vacancy in any office shall be filled in the
          ---------
     manner prescribed in the Bylaws for regular appointments to such office.

          Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there
          ---------
     shall be such an officer, shall, if present, preside at all meetings of the
     Board, cause minutes thereof to be taken, and exercise and perform such
     other powers and duties as may be from time to time assigned to him by the
     Board or prescribed by the Bylaws. In the event the corporation shall not
     have an elected President, the Chairman of the Board shall also have the
     authority and perform the duties as provided for the President in the
     following Section of this Article.

          Section 7. PRESIDENT. Subject to such supervisory powers, if any, as
          ---------
     may be given by the Board to the Chairman of the Board, if there is such an
     officer, the President shall be the Chief Executive Officer of the
     corporation, subject to the control of the Board, shall have general
     supervision, direction and control of the business and affairs of the
     corporation. In the absence of the Chairman of the Board,



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     he shall preside at all meetings of the Board. He shall be ex officio a
     member of all the standing committees, including the Executive Committee,
     if any, and shall have the general powers and duties of management usually
     vested in the office of President of a corporation, and shall have such
     other powers and duties as may be prescribed by the Board or the Bylaws.

          Section 8. EXECUTIVE VICE PRESIDENT. In the absence or disability of
          ---------
     the President, the Executive Vice President, if there shall be such
     officers designated by the Board, shall in order of their rank as fixed by
     the Board, shall perform all the duties of the President, or, if there be
     none, the Chairman of the Board, and when so acting shall have all the
     powers of, and be subject to all the restrictions upon, the President or
     Chairman of the Board. The Vice President shall have such other powers and
     perform such other duties as from time to time may be prescribed for him by
     the Board or the Bylaws.

          Section 9. VICE PRESIDENT. In the absence or disability of the
          ---------
     President and the Executive Vice President, the Vice Presidents in order of
     their rank as fixed by the Board or, if not ranked, the Vice President
     designated by the Board, shall perform all the duties of the President, or,
     if there be none, the Chairman of the Board, and when so acting shall have
     all the powers of, and be subject to all the restrictions upon, the
     President or Chairman of the Board. The Vice Presidents shall have such
     other powers and perform such other duties as from time to time may be
     prescribed for each of them by the Board or the Bylaws.

          Section 10. SECRETARY. The Secretary shall keep or cause to be kept at
          ----------
     the principal executive office a book of minutes of all meetings and
     consents to action without a meeting of directors, committees and
     stockholders, with the time and place of holding, whether regular or
     special, and, if special, how authorized, the notice thereof given, the
     names of those present at directors' and committee meetings, the number of
     shares present or represented at stockholders' meetings, and the
     proceedings thereof.


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     The Secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the corporation's transfer agent or registrar, a
record of its stockholders showing the names of the stockholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation.

     The Secretary shall give, or cause to be given, notice of all the meetings
of the stockholders and of the Board required by the Bylaws or by law to be
given.

     The Secretary shall keep the seal of the corporation in safe custody, and
shall have such other powers and perform such other duties as may be prescribed
by the Board or by the Bylaws.

          Section 11. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
          ----------
     keep and maintain, or cause to be kept and maintained, adequate and correct
     accounts of the properties and business transactions of the corporation,
     including changes in financial position, accounts of its assets,
     liabilities, receipts, disbursements, gains, losses, capital, surplus and
     shares. Any surplus shall be classified according to source and shown in a
     separate account.

     The Chief Financial Officer shall deposit all monies and other valuables in
the name and to the credit of the corporation with such depositaries as may be
designated by the Board. He shall disburse the funds of the corporation as may
be ordered by the Board or by any officer having authority therefore, shall
render to the President and directors, whenever they request it, an account of
all of his transactions and of the financial condition of the corporation, and
shall have such other powers and perform such other duties as may be prescribed
by the Board or the Bylaws.


                                       17

<PAGE>


                                   ARTICLE IV

                                  MISCELLANEOUS

     Section 1. LOANS TO OR GUARANTIES FOR THE BENEFIT OF OFFICERS OR DIRECTORS;
     ---------  LOANS UPON THE SECURITY OF SHARES OF THE CORPORATION.

               (a)  Except as expressly provided in subsection (b) hereof, the
                    corporation shall not make any loan of money or property to
                    or guarantee the obligation of;

                    (1)  any director or officer of the corporation or of its
                         parent, or

                    (2)  any person upon the security of shares of the
                         corporation or of its parent, unless the loan or
                         guaranty is otherwise adequately secured, or unless
                         approved by the vote of the holders of a majority of
                         the shares of all classes, regardless of limitations or
                         restrictions on voting rights, other than shares held
                         by the benefited director, officer or stockholder.

               (b)  The corporation may lend money to, or guarantee any
                    obligation of any officer or other employee of the
                    corporation or of any subsidiary, including any officer or
                    employee who is also a director, pursuant to an employee
                    benefit plan (including, without limitation, any stock
                    purchase or stock option plan) available to executives or
                    other employees, whenever the Board determines that such
                    loan or guaranty may reasonably be expected to benefit the
                    corporation. If such plan includes officers or directors, it
                    shall be approved by the stockholders after disclosure of
                    the right under such plan to include officers or directors
                    there under. A loan or


                                       18

<PAGE>


                    guaranty under this subdivision may be with or without
                    interest and may be unsecured or secured in such manner as
                    the Board shall approve, including, without limitation, a
                    pledge of shares of the corporation. The corporation may
                    advance money to a director or officer of the corporation or
                    of its parent or any subsidiary for expenses reasonably
                    anticipated to be incurred in the performance of the duties
                    of such director or officer, provided that in the absence of
                    such advance such director or officer would be entitled to
                    be reimbursed for such expenses by such corporation, its
                    parent or any subsidiary.

          Section 2. RECORD DATE AND CLOSING STOCK BOOKS. When a record date is
          ---------
     fixed, only stockholders of record on that date are entitled to notice of
     and to vote at the meeting or to receive a dividend, distribution, or
     allotment of rights, or to exercise the rights, as the case may be,
     notwithstanding any transfer of any shares on the books of the corporation
     after the record date.

     The Board may close the books of the corporation against transfers of
shares during the whole or any part of a period not more than 60 days prior to
the date of a stockholders' meeting, the date when the right to any dividend,
distribution, or allotment of rights vests, or the effective date of any change,
conversion or exchange of shares.

          Section 3. INSPECTION OF CORPORATE RECORDS. The record of
          ---------
     stockholders, the accounting books and records of the corporation, and
     minutes of proceedings of the stockholders, the Board and committees of the
     Board shall be open to inspection upon the written demand of any
     stockholder or holder of a voting trust certificate, at any time during
     usual business hours for a purpose reasonably related to his interests as a
     stockholder or as the holder of a voting trust certificate. Such inspection
     may be made in person or by an agent or attorney, and shall include the


                                       19

<PAGE>


     right to copy and make extracts. Demand of inspection shall be made in
     writing upon the corporation to the attention of the Secretary.

     A stockholder or stockholders holding at least five percent in the
aggregate of the outstanding voting shares of the corporation or who hold at
least one percent of such voting shares and have filed a Schedule 14-B with the
United States Securities and Exchange Commission relating to the election of
directors of the corporation shall have an absolute right to access to a list of
stockholders as provided in the General Corporation Law.

          Section 4. EXECUTION OF CONTRACTS. Any contract or other instrument in
          ---------
     writing entered into by the corporation, when signed by the Chairman of the
     Board, the President or any Vice President and the Secretary, any Assistant
     Secretary, the Chief Financial Officer or any Assistant Financial Officer
     is not invalidated as to the corporation by any lack of authority of the
     signing officers in the absence of actual knowledge on the part of the
     other party to the contract or other instrument that the signing officers
     had no authority to execute the same. Contracts or other instruments in
     writing made in the name of the corporation which are authorized or
     ratified by the Board, or are done within the scope of authority, actual or
     apparent, conferred by the Board or within the agency power of the officer
     executing it, bind the corporation.

          Section 5. SHARE CERTIFICATES. A certificate or certificates for
          ---------
     shares of the capital stock of the corporation shall be issued to each
     stockholder when any such shares are fully paid. Every stockholder in the
     corporation shall be entitled to have a certificate signed in the name of
     the corporation by the Chairman of the Board or the President or a Vice
     President and by the Chief Financial Officer or an Assistant Financial
     Officer or the Secretary or any Assistant Secretary, certifying the number
     of shares and the class or series of shares owned by the stockholders. Any
     or all of the signatures on the certificate may be facsimile.


                                       20

<PAGE>


     The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefore. On the certificates issued to represent any partly paid shares or,
for uncertificated securities, on the initial transaction statement for such
partly paid shares, the total amount of the consideration to be paid therefore
and the amount paid thereon shall be stated.

     No new certificate for shares shall be issued in lieu of an old certificate
unless the latter is surrendered and cancelled at the same time; provided,
however, that a new certificate may be issued without the surrender and
cancellation of the old certificate if:

     (a)  the old certificate is lost, stolen or destroyed;

     (b)  the request for the issuance of the new certificate is made within a
          reasonable time after the owner of the old certificate has notice of
          its loss, destruction, or theft;

     (c)  the request for the issuance of a new certificate is made prior to the
          receipt of notice by the corporation that the old certificate has been
          acquired by a bona fide purchaser; and

     (d)  the owner satisfies any other reasonable requirements imposed by the
          corporation including, at the election of the Board, the filing of
          sufficient indemnity bond or undertaking with the corporation or its
          transfer agent. In the event of the issuance of a new certificate, the
          rights and liabilities of the corporation, and of the holders of the
          old and new certificates, shall be governed by the provisions of
          Delaware commercial law.

          Section 6. REPRESENTATION OF SECURITIES OF OTHERS. Unless otherwise
          ---------
     determined by the Board or the Executive Committee, the President, or any
     other officer of the corporation designated in writing by the President, is
     authorized to vote, represent and exercise on behalf of the corporation all
     rights incident to any and




                                       21

<PAGE>




     all securities of any other person or entity standing in the name of the
     corporation. The authority herein granted may be exercised either in
     person, or by proxy.

          Section 7. INSPECTION OF BYLAWS. The corporation shall keep in its
          ---------
     principal executive or business office in this state, the original or a
     copy of its Bylaws as amended to date, which shall be open to inspection by
     the stockholders at all reasonable times during office hours.

          Section 8. EMPLOYEE STOCK PURCHASE AND OPTION PLANS. The corporation
          ---------
     may adopt and carry out a stock purchase plan or agreement or stock option
     plan or agreement providing for the issue and sale for such consideration
     as may be fixed of its unissued shares, or of issued shares acquired or to
     be acquired, to one or more of the employees or directors of the
     corporation or of a subsidiary or parent thereof or to a trustee on their
     behalf and for the payment for such shares in installments or at one time,
     and may provide for aiding any such persons in paying for such shares by
     compensation for services rendered, promissory notes or otherwise.

     A stock purchase plan or agreement or stock option plan or agreement may
include, among other features, the fixing of eligibility for participation
therein, the class and price of shares to be issued or sold under the plan or
agreement, the number of shares which may be subscribed for, the method of
payment therefore, the reservation of title until full payment therefore, the
effect of the termination of employment, an option or obligation on the part of
the corporation to repurchase the shares upon termination of employment, subject
to the provisions of the Delaware Corporation Law Annotated, restrictions upon
transfer of the shares and the time limits of and termination of the plan.

          Section 9. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise
          ---------
     requires, the general provisions, rules of construction and definitions
     contained in the Delaware Corporation Law Annotated shall govern the
     construction of these Bylaws. Without limiting the generality of the
     foregoing, the masculine gender includes the feminine and neuter, the
     singular number includes the plural and


                                       22

<PAGE>


     the plural number includes the singular, and the term "person" includes a
     corporation as well as a natural person.

          Section 10. INDEMNIFICATION OF CORPORATE AGENTS. The corporation is
          ----------
     authorized to provide indemnification of its agents (as defined in Section
     145 of the Delaware Corporation Law Annotated) to the fullest extent
     permissible under Delaware law through bylaw provisions, agreements with
     its agents, vote of the stockholders or disinterested directors, or
     otherwise, in excess of the indemnification otherwise permitted by Section
     145 of the Delaware Corporation Law Annotated. This corporation is further
     authorized to provide insurance for agents as set forth in Section 145 of
     the Delaware Corporation Law Annotated.

          Section 11. LIABILITY OF DIRECTORS. The liability of the directors of
          ----------
     the corporation for monetary damages shall be eliminated to the fullest
     extent permissible under Delaware law. Any repeal or modification of the
     foregoing provisions of Sections 11 and 12 hereof by the stockholders of
     this corporation shall not adversely affect any right or protection of an
     agent of this corporation existing at the time of such repeal or
     modification.

          Section 12. FINANCIAL STATEMENTS. A copy of any annual financial
          ----------
     statement and any income statement of the corporation for each quarterly
     period of each fiscal year, and any accompanying balance sheet of the
     corporation as of the end of each such period, that has been prepared by
     the corporation shall be kept on file in the principal executive office of
     the corporation for 12 months and each such statement shall be exhibited at
     all reasonable times to any stockholder demanding an examination of any
     such statement or a copy shall be mailed to any such stockholder.

     A stockholder or stockholders holding at least five percent of the
outstanding shares of any class of stock of the corporation may make a written
request to the corporation for an income statement of the corporation for the
three-month, six-month or nine-month period of the then current fiscal year
ended more than 30 days prior to the date of the request, and a balance sheet of
the corporation as of the end of such period;


                                       23

<PAGE>


the Chief Financial Officer shall cause such statements to be prepared, if not
already prepared, and shall deliver personally or mail such statement or
statements to the person making the request within 30 days after the receipt of
such request. If the corporation has not sent to the stockholders its annual
report for the last fiscal year, this report shall likewise be delivered or
mailed to such stockholder or stockholders within 30 days after such request.

     The corporation also shall, upon the written request of any stockholder,
mail to the stockholder a copy of the last annual, semi-annual or quarterly
income statement which it has prepared and a balance sheet as of the end of such
period.

     The quarterly income statements and balance sheets referred to in this
Section shall be accompanied by the report thereon, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that such financial statements were prepared without
audit from the books and records of the corporation.

          Section 13. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation
          ----------
     shall file, during the period commencing in April and ending in March of
     each year, with the Secretary of State of the State of Delaware, on the
     prescribed form, a statement setting forth the number of vacancies on the
     Board, if any, the names and complete business or residence addresses of
     all incumbent directors, the Chief Executive Officer, Secretary and Chief
     Financial Officer, the street address of its principal executive office or
     principal business office in this state and the general type of business
     constituting the principal business activity of the corporation, together
     with a designation of the agent of the corporation for the purpose of
     service of process, all in compliance with Section 131 of the Delaware
     Corporation Law Annotated.

          Section 14. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks,
          ----------
     drafts or other orders for payment of money, notes or other evidences of
     indebtedness, issued in the name of or payable to the corporation, shall be
     signed or



                                       24

<PAGE>





     endorsed by such person or persons and in such manner as, from time to
     time, shall be determined by resolution of the Board.


                                   ARTICLE VI

                              AMENDMENTS TO BYLAWS

          Section 1. POWER OF STOCKHOLDERS. New Bylaws may be adopted or these
          ---------
     Bylaws may be amended or repealed by the vote or written consent of
     stockholders entitled to exercise a majority of the voting power of the
     corporation.

          Section 2. POWER OF DIRECTORS. Subject to the right of stockholders as
          ---------
     provided in Section 1 of this Article to adopt, amend or repeal Bylaws,
     Bylaws may be adopted, amended or repealed by the Board provided, however,
     that after the issuance of shares a Bylaw specifying or changing a fixed
     number of directors or the maximum or minimum number or changing from a
     fixed to a variable Board or vice versa may only be adopted by the vote or
     written consent of stockholders entitled to exercise a majority of the
     voting power of the corporation.



                                       25

<PAGE>

                             CERTIFICATE OF OFFICER

     I certify:

     That I am the duly elected Secretary of Mooney Airplane Company, Inc., a
Delaware corporation; and

     That the foregoing Bylaws as amended, constitute the Bylaws of such
corporation on the date hereof.

     IN WITNESS WHEREOF, I have executed this Certificate and affixed the seal,
if any, of such corporation on April 1, 2002.

                                             /s/ David M. Turner
                                             ----------------------------------
                                             David M. Turner, Secretary

                                       26