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                                                                     EXHIBIT 3.2

                                     BYLAWS
                                       OF
                               FOUR MEDIA COMPANY

1.   OFFICES.

     1.1. REGISTERED OFFICE.

     The initial registered office of the Corporation shall be in Dover,
Delaware, and the initial registered agent in charge thereof shall be United
States Corporation Company.

     1.2. OTHER OFFICES.

     The Corporation may also have offices at such other places, both within and
without the State of Delaware, as the Board of Directors may from time to time
determine or as may be necessary or useful in connection with the business of
the Corporation.

2.   MEETINGS OF STOCKHOLDERS.

     2.1. PLACE OF MEETINGS.

     All meetings of the stockholders shall be held at such place as may be
fixed from time to time by the Board of Directors or the Chairman of the Board
and Chief Executive Officer.

     2.2. ANNUAL MEETINGS.

     The Corporation shall hold annual meetings of stockholders on the first
Tuesday in May at 11 a.m. or at such other date and time as shall be designated
from time to time by the Board of Directors or the Chairman of the Board and
Chief Executive Officer, at which stockholders shall elect directors and
transact such other business as may properly be brought before the meeting.

     2.3. SPECIAL MEETINGS.

     Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute or the Corporation's Certificate of
Incorporation (the "Certificate of Incorporation"), may be called by (a) the
Chairman of the Board and Chief Executive Officer or (b) a majority of the
directors in office, whether or not a quorum.  Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.

     2.4. NOTICE OF MEETINGS.

     Notice of any meeting of stockholders, stating the place, date and hour of
the meeting and the purpose or purposes for which the meeting is called, shall
be given to each stockholder entitled to vote at such meeting not less than 10
days nor more than 60 days before the date of the meeting (except to the extent
that such notice is waived or is not required as provided in the General
Corporation Law of the State of Delaware (the "Delaware General Corporation
Law")).  Such notice shall be given in accordance with, and shall be deemed
effective as set forth in, Section 222 (or any successor section) of the
Delaware General Corporation Law.

     2.5. WAIVERS OF NOTICE.

     Whenever the giving of any notice is required by statute, the Certificate
of Incorporation or these Bylaws, a waiver thereof, in writing and delivered to
the Corporation, signed by the person or persons entitled to said notice,
whether before or after the event as to which such notice is required, shall be
deemed equivalent 
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to notice. Attendance of a stockholder at a meeting shall constitute a waiver of
notice (a) of such meeting, except when the stockholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting,
and (b) of consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
stockholder objects to considering the matter at the beginning of the meeting.

     2.6. BUSINESS AT ANNUAL MEETING.

     At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting.  To be
properly brought before an annual meeting, business must be (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors or (c) otherwise properly brought
before the meeting by a stockholder.

     For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary.  To be timely, a stockholder's notice must be received at the
principal executive offices of the Corporation no later than the date designated
for receipt of stockholders' proposals in a prior public disclosure made by the
Corporation.  If there has been no such prior public disclosure, then to be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 60 days nor
more than 90 days prior to the annual meeting; provided, however, that in the
                                               --------  -------             
event that less than 70 days' notice of the date of the annual meeting is given
to stockholders or prior public disclosure of the date of the meeting is made,
notice by the stockholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was made.  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 business 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 books, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, (d) any material interest of the
stockholder in such business and (e) the same information required by clauses
(b), (c) and (d) above with respect to any other stockholder that, to the
knowledge of the stockholder proposing such business, supports such proposal.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this Section 2.6. The Chairman of the Board and Chief Executive Officer
shall, if the facts warrant, determine and declare to the annual meeting that a
matter of business was not properly brought before the meeting in accordance
with the provisions of this Section 2.6, and if the Chairman of the Board and
Chief Executive Officer should so determine, the Chairman of the Board and Chief
Executive Officer shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.

     2.7. LIST OF STOCKHOLDERS.

     After the record date for a meeting of stockholders has been fixed, at
least 10 days before such meeting, the officer who has charge of the stock
ledger of the Corporation shall make a list of all 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 in the city where the meeting is
to be held, which place is to be specified in the notice of the meeting, or at
the place where the meeting is to be held.  Such list also shall, for the
duration of the meeting, be produced and kept open to the examination of any
stockholder who is present at the time and place of the meeting.  The stock
ledger of the Corporation shall be the only evidence as to the stockholders
entitled to examine the list required by Section 2.8 hereof or to vote in person
or by proxy at any meeting of stockholders.
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     2.8. QUORUM AT MEETINGS.

     Stockholders may take action on a matter at a meeting only if a quorum
exists with respect to that matter.  Except as otherwise provided by statute or
by the Certificate of Incorporation, the holders of a majority of the stock
issued and outstanding and entitled to vote at the meeting, and who are present
in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business.  Once a share is represented
for any purpose at a meeting (other than solely to object (a) to holding the
meeting or transacting business at the meeting or (b) to consideration of a
particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice), it is deemed present for quorum purposes for
the remainder of the meeting and for any adjournment of that meeting unless a
new record date is or must be set for the adjourned meeting.  The holders of a
majority of the voting shares represented at a meeting, whether or not a quorum
is present, may adjourn such meeting from time to time.  At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed.  If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.

     2.9. VOTING AND PROXIES.

     Unless otherwise provided in the Delaware General Corporation Law or in the
Certificate of Incorporation, and subject to the other provisions of these
Bylaws, each stockholder shall be entitled to one vote on each matter, in person
or by proxy, for each share of the Corporation's capital stock that has voting
power and that is held by such stockholder.  No proxy shall be voted or acted
upon after three years from its date, unless the proxy provides for a longer
period.  A duly executed appointment of proxy shall be irrevocable if the
appointment form states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power.

     2.10.  REQUIRED VOTE.

     If a quorum exists, action on a matter (other than the election of
directors) is approved if the votes cast favoring the action exceed the votes
cast opposing the action, unless the Certificate of Incorporation or the
Delaware General Corporation Law requires a greater number of affirmative votes
(in which case such different requirement shall apply).  Directors shall be
elected by a plurality of the votes cast by the shares entitled to vote in the
election (provided a quorum exists), and the election of directors need not be
by written ballot.  The Board of Directors, in its discretion, may require that
any votes cast at such meeting shall be cast by written ballot.

     2.11.  ACTION WITHOUT A MEETING.

     Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of
stockholders, and may not be effected by any consent in writing by such
stockholders.

     2.12.  INSPECTORS OF ELECTION.

     The director or the person presiding at the meeting shall appoint one or
more inspectors of election and any substitute inspectors to act at the meeting
or any adjournment thereof Each inspector, before entering upon the discharge of
his or her duties, shall take and sign an oath faithfully to execute the duties
of inspector at such meeting with strict impartiality and according to the best
of his or her ability.  The inspectors shall determine the number of shares of
stock outstanding and the voting power of each, the shares of stock represented
at the meeting, the existence of a quorum, the validity and effect of proxies
and ballots, and shall receive votes, ballots or consents, hear and determine an
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, determine and
retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors, certify their 
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determination of the number of shares represented at the meeting, and their
count of all votes and ballots, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. The inspectors may appoint
and retain other persons or entities to assist the inspectors in the performance
of the duties of the inspectors. On request of the person presiding at the
meeting, the inspectors shall make a report in writing of any challenge,
question or matter determined by them and execute a certificate of any fact
found by them.

3.   DIRECTORS.

     3.1. POWERS.

     The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors, which may exercise an such powers of
the Corporation and do all such lawful acts and things, subject to any
limitation set forth in the Certificate of Incorporation, these Bylaws or
agreements among stockholders which are otherwise lawful.

     3.2. NUMBER AND ELECTION.

     The number of directors which shall constitute the whole board shall not be
fewer than three nor more than 11.  Within the limits above specified, the
number of directors shall be determined by resolution of the Board of Directors.
Directors shall be elected only by stockholders at annual meetings of
stockholders, other than the initial board of directors and except as provided
in Section 3.3 hereof in the case of vacancies and newly created directorships.
Each director elected shall hold office for the term for which such director is
elected and until such director's successor is elected and qualified or until
such director's earlier resignation or removal.

     3.3. VACANCIES.

     Vacancies and newly created directorships resulting from any increase in
the authorized number of directors shall be filled, for the unexpired term, by
the concurring vote of a majority of the directors then in office, whether or
not a quorum, and any director so chosen 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 elected and qualified or until such director's earlier death, resignation
or removal.

     3.4. CLASSES; TERMS OF OFFICE.

     Unless otherwise provided in the Certificate of Incorporation, the Board of
Directors shall divide the directors into three classes; and, when the number of
directors is changed, 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 affect the term of
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any director then in office.  At each annual meeting of stockholders, directors
elected to succeed those whose terms are expiring shall be elected for a term of
office expiring at the annual meeting of stockholders held in the third year
following their election and until their respective successors are elected and
qualified, or until such director's earlier death, resignation or removal.

     3.5. NOMINATION OF DIRECTORS.

     Nominations of persons for election to the Board of Directors may be made
by the Board of Directors, or by any stockholder of the Corporation entitled to
vote for the election of directors at the annual meeting who complies with the
notice procedures set forth in this Section 3.5. Nominations by stockholders
shall be made pursuant to timely notice in writing to the Secretary.  To be
timely, a stockholder's notice shall be received at the principal executive
offices of the Corporation no later than the date designated for receipt of
stockholders' proposals in a prior public disclosure made by the Corporation.
If there has been no such prior public disclosure, then to be timely, a
stockholder's nomination must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 60 days nor more
than 90 days prior to the annual 
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meeting; provided, however, that in the event that less than 70 days' notice of 
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the date of the meeting is given to stockholders or prior public disclosure of
the date of the meeting is made, notice by the stockholder to be timely must be
so received not later than the close of business on the 10th day following the
day on which such notice of the date of the annual meeting was mailed or such
public disclosure was made. 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, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person, and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
without limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (b) as to
the stockholder giving notice (i) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such nomination, and (ii) the
class and number of shares of the Corporation which are beneficially owned by
the stockholder. No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 3.5. The Chairman of the Board and Chief Executive Officer shall, if the
facts warrant, determine and declare to the annual meeting that a nomination was
not made in accordance with the provisions of this Section 3.5, and if the
Chairman of the Board and Chief Executive Officer should so determine, the
Chairman of the Board and Chief Executive Officer shall so declare to the
meeting and the defective nomination shall be disregarded.

     3.6. MEETINGS.

          (a)  REGULAR MEETINGS.

     Regular meetings of the Board of Directors may be held without notice at
such time and at such place as shall from time to time be determined by the
Board of Directors.

          (b)  SPECIAL MEETINGS.

     Special meetings of the Board of Directors may be called by the Chairman of
the Board and Chief Executive Officer on one day's notice to each director,
either personally or by telephone, express delivery service (so that the
scheduled delivery date of the notice is at least one day in advance of the
meeting), telegram or facsimile transmission, and on five days' notice by mail
(effective upon deposit of such notice in the mail).  The notice need not
describe the purpose of a special meeting.

          (c)  TELEPHONE MEETINGS.

     Members of the Board of Directors may participate in a meeting of the Board
of Directors by means of conference telephone or similar communications
equipment by means of which all participating directors can simultaneously hear
each other during the meeting.  A director participating in a meeting by this
means is deemed to be present in person at the meeting.

          (d)  ACTION WITHOUT MEETING.

     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, and the writing or writings are delivered
to the Corporation for inclusion in the Minute Book of the Corporation.

          (e)  WAIVER OF NOTICE OF MEETING; PRESUMPTION OF ASSENT.

     A director may waive any notice required by statute, the Certificate of
Incorporation or these Bylaws before or after the date and time stated in the
notice.  Except as set forth below, the waiver must be in writing, signed by the
director entitled to the notice, and delivered to the Corporation for inclusion
in the Minute Book of the Corporation.  Notwithstanding the foregoing, a
director's attendance at or participation in a meeting 
<PAGE>
 
waives any required notice to the director of the meeting unless the director at
the beginning of the meeting objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to action
taken at the meeting. A director who is present at a meeting is presumed to have
assented to any action taken unless such director enters a dissent or abstention
in the minutes of the meeting or files a written dissent to such action no later
than five days after such director receives a copy of the minutes of the
meeting, provided that the right to dissent shall not apply to a director who
votes in favor of such action.

          (f)  QUORUM AND VOTE AT MEETINGS.

     At all meetings of the Board of Directors, a quorum of the Board of
Directors consists of a majority of the total number of directors prescribed
pursuant to Section 3.2 hereof (or, if no number is prescribed, the number in
office immediately before the meeting begins).  The vote of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation or by these Bylaws.  In the
absence of a quorum for any meeting of the Board of Directors, a majority of the
directors present thereat may adjourn such meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

          (g)  COMPENSATION OF DIRECTORS.

     The Board of Directors shall have the authority to fix the compensation of
directors.  No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

4.   COMMITTEES.

     4.1. CREATION OF COMMITTEES.

     The Board of Directors may by resolution create one or more committees and
appoint members of the Board of Directors to serve on them.  The Board of
Directors shall create (a) an Audit Committee for the purpose of examining and
considering matters relating to the financial affairs of the Corporation, and
(b) a Compensation Committee for the purpose of establishing and implementing an
executive compensation policy.  Each committee may have one or more members, who
serve at the pleasure of the Board of Directors, provided that the Audit
Committee shall consist of at least a majority of non-employee directors.  The
creation of a committee and appointment of members to it shall be approved by a
majority of all the directors in office when the action is taken, whether or not
a quorum.  The same rules that govern meetings, action without meetings, notice
and waiver of notice, and quorum and voting requirements of the Board of
Directors apply to committees and their members as well.

     4.2. COMMITTEE AUTHORITY.

     To the extent specified by the Board of Directors or in the Certificate of
Incorporation, each committee may exercise the authority of the Board of
Directors, except that a committee may not: (i) approve or recommend to
stockholders action that is required by law to be approved by stockholder; (ii)
fill vacancies on the Board of Directors or on any of its committees; (iii)
amend the Certificate of Incorporation; (iv) adopt, amend or repeal these
Bylaws; (v) approve a plan of merger not requiring stockholder approval; (vi)
authorize or approve a distribution, except according to a general formula or
method prescribed by the Board of Directors; or (vii) authorize or approve the
issuance or sale or contract for sale of shares, or determine the designation
and relative rights, preferences and limitations of a class or series of shares,
except that the Board of Directors may authorize a committee, or a senior
executive officer of the Corporation, to do so within limits specifically
prescribed by the Board of Directors.
<PAGE>
 
5.   OFFICERS.

     5.1. POSITIONS.

     The officers of the Corporation shall be a Chairman of the Board and Chief
Executive Officer, a President, a Secretary and a Chief Financial Officer, and
such other officers as the Board of Directors (or an officer authorized by the
Board of Directors) from time to time may appoint, including one or more Vice
Chairmen, Executive Vice Presidents, Vice Presidents, Assistant Secretaries and
Assistant Treasurers.  Each such officer shall exercise such powers and perform
such duties as shall be set forth below and such other powers and duties as from
time to time may be specified by the Board of Directors or by any officer(s)
authorized by the Board of Directors to prescribe the duties of such other
officers.  Any number of offices may be held by the same person, except that in
no event shall the President and the Secretary be the same person.

     5.2. POWERS.

          (a) Each officer shall have, in addition to the duties and powers set
forth herein, such duties and powers as are commonly incident to such officer's
office and such additional duties and powers as the Board of Directors may from
time to time authorize.

          (b) Powers of attorney, proxies, waivers of notice of meetings,
consents and other instruments relating to securities or partnership interests
owned by the Corporation may be executed in the name of and on behalf of the
Corporation by the Chairman of the Board and Chief Executive Officer or the
President and any such officer may, in the name of and on behalf of the
Corporation, take all such action as any such officer may deem advisable to vote
in person or by proxy at any meeting of security holders of any corporation in
which the Corporation may own securities, or at any meeting of any partnership
in which the Corporation owns an interest at any such meeting, shall possess and
may exercise any and all rights and powers incident to the ownership of such
securities or partnership interest and which, as the owner thereof, the
Corporation might have possessed and exercised, if present.

     5.3. CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER.

     The Chairman of the Board and Chief Executive Officer shall (when present)
preside at all meetings of the Board of Directors and stockholders, and shall
ensure that all orders and resolutions of the Board of Directors and
stockholders are carried into effect.  The Chairman of the Board and Chief
Executive Officer shall have overall responsibility and authority for management
of the operations of the corporation, subject to the authority of the Board of
Directors.  The Chairman of the Board may execute bonds, mortgages and other
contracts, under the seal of the Corporation, if required, except where required
or permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

     5.4. PRESIDENT.

     The President shall have responsibility and authority for management of the
operations of the Corporation, subject to the authority of the Board of
Directors and the Chairman of the Board and Chief Executive Officer.  The
President may execute bonds, mortgages and other contracts, under the seal of
the Corporation, if required, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation.   In the absence of the Chairman of the Board and
Chief Executive Officer or in the event of the Chairman of the Board and Chief
Executive Officer's inability or refusal to act, the President shall perform the
duties of the Chairman of the Board and Chief Executive Officer, and when so
acting shall have all the powers of, and be subject to all the restrictions
upon, the Chairman of the Board and Chief Executive Officer.
<PAGE>
 
     5.5. VICE PRESIDENT.

     Any Vice President shall have such duties and powers as shall be set forth
in these Bylaws or as shall be designated from time to time by the Board of
Directors or by the Chairman of the Board and Chief Executive Officer or the
President.  In the absence of the President or in the event of the President's
inability or refusal to act, the Vice President (or in the event there be more
than one Vice President, the Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President , and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the President.  Any Vice President
may execute bonds, mortgages and other documents under the seal of the
Corporation, except where required or permitted by law to be otherwise executed
and except where the execution thereof shall be expressly delegated by the Board
of Directors to some other officer or agent of the Corporation.

     5.6. SECRETARY.

     The Secretary shall have responsibility for preparation of minutes of
meetings of the Board of Directors and of the stockholders and for
authenticating records of the Corporation.  The Secretary shall give, or cause
to be given, notice of all meetings of the stockholders and special meetings of
the Board of Directors.  The Secretary or an Assistant Secretary also may attest
all instruments signed by any other officer of the Corporation.

     5.7. CHIEF FINANCIAL OFFICER.

     The Chief Financial Officer shall have responsibility for the custody of
the corporate funds and securities and shall see to it that full and accurate
accounts of receipts and disbursements are kept in books belonging to the
Corporation.  The Chief Financial Officer shall render to the Chairman of the
Board and Chief Executive Officer, the President, the Vice President, and the
Board of Directors, upon request, an account of all financial transactions and
of the financial condition of the Corporation.

     5.8. TERM OF OFFICE.

     The officers of the Corporation shall hold office until their successors
are chosen and qualified or until their death, earlier resignation or removal.
Any officer may resign at any time upon written notice to the Corporation.  Any
officer elected or appointed by the Board of Directors may be removed at any
time, with or without cause, by the affirmative vote of a majority of the Board
of Directors.

     5.9. COMPENSATION.

  The compensation of officers of the Corporation shall be fixed by the
Compensation Committee of the Board of Directors.

     5.10.  FIDELITY BONDS.

     The Corporation may secure the fidelity of any or all of its officers or
agents by bond or otherwise.

6.   CAPITAL STOCK.

     6.1. CERTIFICATES OF STOCK; UNCERTIFICATED SHARES.

     The shares of the Corporation shall be represented by certificates,
provided that the Board of Directors may provide by resolution that some or all
of any or all classes or series of the Corporation's stock shall be
uncertificated shares.  Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
Corporation.  Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates, and upon request
every holder of uncertificated 
<PAGE>
 
shares, shall be entitled to have a certificate (representing the number of
shares registered in certificate form) signed in the name of the Corporation by
the Chairman of the Board and Chief Executive Officer, the President or any Vice
President, and by the Chief Financial Officer, Secretary or any Assistant
Treasurer or Assistant Secretary. Any or all the signatures on the certificate
may be facsimile. In case any officer, transfer agent or registrar whose
signature or facsimile signature appears on a 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 such person were
such officer, transfer agent or registrar at the date of issue.

     6.2. LOST CERTIFICATES.

     The Board of Directors, Chairman of the Board and Chief Executive Officer,
the President, or Secretary may direct a new certificate of stock to be issued
in place of any certificate theretofore issued by the Corporation and alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming that the certificate of stock has been lost, stolen
or destroyed.  When authorizing such issuance of a new certificate, the Board of
Directors or any such officer may, as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or such owner's legal representative, to advertise the same in
such manner as the Board of Directors or such officer shall require and/or to
give the Corporation a bond, in such sum as the Board of Directors or such
officer may direct, as indemnity against any claim that may be made against the
Corporation on account of the certificate alleged to have been lost, stolen or
destroyed or on account of the issuance of such new certificate or
uncertificated shares.

     6.3. RECORD DATE.

          (a)  ACTIONS BY STOCKHOLDERS.

     In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders, 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 shall
not be less than 10 nor more than 60 days before the meeting or action requiring
a determination of stockholders.

     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 of Directors fixes a new record date.

     If no record date is fixed by the Board of Directors, the record date shall
be at the close of business on the day next preceding the day on which notice is
given, or if notice is not required or is waived, at the close of business on
the day next preceding the day on which the meeting is held.

          (b)  PAYMENTS.

     In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the stockholders 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,
and which record date shall be not more than 60 days prior to such action.  If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

          (c)  STOCKHOLDERS OF RECORD.

     The Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, to
receive notifications, to vote as such owner, and to exercise all the rights and
powers of an owner.  The Corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise may be provided by the Delaware General Corporation Law.
<PAGE>
 
7.   INSURANCE.

     The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation (or is
or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise) against liability
asserted against or incurred by such person in such capacity or arising from
such person's status as such (whether or not the Corporation would have the
power to indemnify such person against the same liability).

8.   INDEMNIFICATION.

     8.1. INDEMNIFICATION IN ACTIONS, SUITS OR PROCEEDINGS
          OTHER THAN THOSE BY OR IN RIGHT OF THE CORPORATION.

          (a) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that such conduct was unlawful.  The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
               ---- ----------                                                  
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such conduct was unlawful.

          (b) The Corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or investigative) by
reason of the fact that such person is or was an employee or agent of the
Corporation, or is or was serving at the request of the Corporation as an
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, if such person acted in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that such conduct was unlawful.  The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contenders or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that such conduct was unlawful.

     8.2. INDEMNIFICATION IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF
          THE CORPORATION.

          (a) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the Corporation.  No
such indemnification 
<PAGE>
 
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.

          (b) The Corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that such person is or was an employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as an employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation.  No such indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Corporation unless and only to the extent
that the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.

     8.3. AUTHORIZATION OF INDEMNIFICATION.

     Any indemnification under this Section 8 shall be made by the Corporation,
(a) in the case of a director, officer, employee or agent who has a written
---------------------------------------------------------------------------
indemnification agreement with the Corporation, pursuant to the terms of such
-----------------------------------------------------------------------------
indemnification agreement, and (b) in all other cases, (Bylaw Amendment -
-----------------------------------------------------                 
3/24/97) only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person or persons have met the applicable standard of
conduct set forth in Sections 8.1 and 8.2 hereof.  Such determination shall be
made (a) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (b) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (c) by a majority of the stockholders entitled to vote generally in
the election of directors.

     8.4. ADVANCEMENT OF EXPENSES.

     The Corporation may advance expenses (including attorneys' fees) incurred
by a director or officer in advance of the final disposition of such action,
suit or proceeding upon the receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it shall ultimately be determined
that such director or officer is not entitled to indemnification.

     The Corporation may advance expenses (including attorneys' fees) incurred
by an employee or agent in advance of the final disposition of such action, suit
or proceeding upon such terms and conditions, if any, as the Board of Directors
deems appropriate.

9.   GENERAL PROVISIONS.

     9.1. INSPECTION OF BOOKS AND RECORDS.

     Any stockholder, in person or by attorney or other agent, shall, upon
written demand under oath stating the purpose thereof, have the right during the
usual hours for business to inspect for any proper purpose the Corporation's
stock ledger, a list of its stockholders, and its other books and records, and
to make copies or extracts therefrom.  A proper purpose shall mean a purpose
reasonably related to such person's interest as a stockholder.  In every
instance where an attorney or other agent shall be the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which 
<PAGE>
 
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the Corporation at its registered
office or at its principal place of business.

     9.2. DIVIDENDS.

     The Board of Directors may declare dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation and
the laws of the State of Delaware.

     9.3. RESERVES.

     The Board of Directors may set apart, out of the funds of the Corporation
available for dividends, a reserve or reserves for any proper purpose and may
abolish any such reserve.

     9.4. EXECUTION OF INSTRUMENTS.

     All checks, drafts or other orders for the payment of money, and promissory
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

     9.5. FISCAL YEAR.

     The fiscal year of the Corporation shall begin on August 1 and end on July
31.

     9.6. SEAL.

     The corporate seal shall be in such form as the Board of Directors shall
approve.  The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

10.  AMENDMENTS TO BYLAWS.

     The Board of Directors may from time to time adopt, amend and repeal these
Bylaws.  Such action by the Board of Directors shall require the affirmative
vote of at least a majority of the directors then in office.  If stockholders
are entitled to vote with respect thereto to amend or repeal Bylaws adopted by
the Board of Directors as may be provided in the Certificate of Incorporation or
by law, then the affirmative vote of 66-2/3% of the total number of votes of the
then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required for the amendment or repeal of Bylaws by the stockholders of the
Corporation.


     The foregoing Bylaws were adopted by the Board of Directors on
_______________ 1996.


                              _______________________________
                              Secretary