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                                                              EXHIBIT 3.2

                                   HEARTPORT, INC.

                             AMENDED AND RESTATED BY-LAWS


                               ARTICLE I - STOCKHOLDERS


          SECTION 1.     ANNUAL MEETING.


          (1)  An annual meeting of the stockholders for the election of 
directors to succeed those whose terms expire and for the transaction of such 
other business as may properly come before the meeting shall be held at such 
place, on such date, and at such time as the Board of Directors shall each 
year fix, which date shall be within thirteen (13) months of the last annual 
meeting of stockholders.

          (2)  Nominations of persons for election to the Board of Directors 
of the Corporation and the proposal of business to be considered by the 
stockholders may be made at an annual meeting of stockholders (a) pursuant to 
the Corporation's notice of meeting, (b) by or at the direction of the Board 
of Directors or (c) by any stockholder of the Corporation who was a 
stockholder of record at the time of giving of the notice provided for in 
this by-law, who is entitled to vote at the meeting and who complied with the 
notice procedures set forth in this by-law.

          (3)  For nominations or other business to be properly brought 
before an annual meeting by a stockholder pursuant to clause (c) of paragraph 
(2) of this by-law, the stockholder must have given timely notice thereof in 
writing to the Secretary of the Corporation and any such business must 
otherwise be a proper matter for shareholder action under Delaware law.  To 
be timely, a stockholder's notice shall be delivered to the Secretary at the 
principal executive offices of the Corporation not less than 120 days nor 
more than 150 days prior to the first anniversary of 


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the date on which the Corporation first mailed its proxy materials for the 
preceding year's annual meeting; provided, however, that in the event that 
the date of the annual meeting is advanced by more than 30 days or delayed by 
more than 30 days from the date of the preceding year's annual meeting, 
notice by the stockholder to be timely must be so delivered not earlier than 
the 90th day prior to such annual meeting and not later than the close of 
business on the later of the 60th day prior to such annual meeting or the 
10th day following the day on which public announcement of the date of such 
meeting is first made.  Such stockholder's notice shall set forth (a) as to 
each person whom the stockholder proposes to nominate for election or 
reelection as a director all 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 (the "Exchange Act") 
(including such person's written consent to being named in the proxy 
statement as a nominee and to serving as a director if elected); (b) as to 
any other business that the stockholder proposes to bring before the meeting, 
a brief description of the business desired to be brought before the meeting, 
the reasons for conducting such business at the meeting and any material 
interest in such business of such stockholder and the beneficial owner, if 
any, on whose behalf the proposal is made; and (c) as to the stockholder 
giving the notice and the beneficial owner, if any, on whose behalf the 
nomination or proposal is made (i) the name and address of such stockholder, 
as they appear on the Corporation's books, and of such beneficial owner and 
(ii) the class and number of shares of the Corporation which are owned 
beneficially and of record by such stockholder and such beneficial owner.

          (4)  Notwithstanding anything in the second sentence of paragraph 
(3) of this by-law to the contrary, in the event that the number of directors 
to be elected to the Board of 

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Directors of the Corporation is increased and there is no public announcement 
naming all of the nominees for director or specifying the size of the 
increased Board of Directors made by the Corporation at least 55 days prior 
to the first anniversary of the date on which the Corporation first mailed 
its proxy materials for the preceding year's annual meeting, a stockholder's 
notice required by this by-law shall also be considered timely, but only with 
respect to nominees for any new position created by such increase, if it 
shall be delivered to the Secretary at the principal executive offices of the 
Corporation not later than the close of business on the 10th day following 
the day on which such public announcement is first made by the Corporation.

          (5)  Only such persons who are nominated in accordance with the 
procedures set forth in these By-laws shall be eligible to serve as directors 
and only such business shall be conducted at an annual meeting of 
stockholders as shall have been brought before the meeting in accordance with 
the procedures set forth in these By-laws.  The chairman of the meeting shall 
have the power and duty to determine whether a nomination or any business 
proposed to be brought before the meeting was made in accordance with the 
procedures set forth in these By-laws.  The chairman of the meeting shall 
have the power and duty to determine whether a nomination or any business 
proposed to be brought before the meeting was made in accordance with the 
procedures set forth in these By-laws and, if any proposed nomination or 
business is not in compliance with these By-laws, to declare that such 
defective proposed business or nomination shall be disregarded.

          (6)  For purposes of these By-laws, "public announcement" shall 
mean disclosure in a press release reported by the Dow Jones News Service, 
Associated Press or a comparable national news service or in a document 
publicly filed by the Corporation with the Securities and Exchange Commission 
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

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

          SECTION 2.     SPECIAL MEETINGS:  NOTICE.

          Special meetings of the stockholders, other than those required by 
statute, may be called at any time by the Board of Directors pursuant to a 
resolution approved by a majority of the whole Board of Directors.  Notice of 
every special meeting, stating the time, place and purpose, shall be given by 
mailing, postage prepaid, at least ten but not more than sixty days before 
each such meeting, a copy of such notice addressed to each stockholder of the 
Corporation at his post office address as recorded on the books of the 
Corporation.  The Board of Directors may postpone or reschedule any 
previously scheduled special meeting.

          Only such business shall be conducted at a special meeting of 
stockholders as shall have been brought before the meeting pursuant to the 
Corporation's notice of meeting.

          SECTION 3.     NOTICE OF MEETINGS.

          Written notice of the place, date, and time of all meetings of the 
stockholders shall be given, not less than ten (10) nor more than sixty (60) 
days before the date on which the meeting is to be held, to each stockholder 
entitled to vote at such meeting, except as otherwise provided herein or 
required by law (meaning, here and hereinafter, as required from time to time 
by the Delaware General Corporation Law or the Certificate of Incorporation 
of the Corporation).

          When a meeting is adjourned to another place, date or time, written 
notice need not be given of the adjourned meeting if the place, date and time 
thereof are announced at the meeting 

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at which the adjournment is taken; provided, however, that if the date of any 
adjourned meeting is more than thirty (30) days after the date for which the 
meeting was originally noticed, or if a new record date is fixed for the 
adjourned meeting, written notice of the place, date, and time of the 
adjourned meeting shall be given in conformity herewith. At any adjourned 
meeting, any business may be transacted which might have been transacted at 
the original meeting.

          SECTION 4.     QUORUM.

          At any meeting of the stockholders, the holders of a majority of 
all of the shares of the stock entitled to vote at the meeting, present in 
person or by proxy, shall constitute a quorum for all purposes, unless or 
except to the extent that the presence of a larger number may be required by 
law.  Where a separate vote by a class or classes is required, a majority of 
the shares of such class or classes present in person or represented by proxy 
shall constitute a quorum entitled to take action with respect to that vote 
on that matter.

          If a quorum shall fail to attend any meeting, the chairman of the 
meeting may adjourn the meeting to another place, date, or time.

          SECTION 5.     ORGANIZATION.

          Such person as the Board of Directors may have designated or, in 
the absence of such a person, the Chief Executive Officer of the Corporation 
or, in his or her absence, such person as may be chosen by the holders of a 
majority of the shares entitled to vote who are present, in person or by 
proxy, shall call to order any meeting of the stockholders and act as 
chairman of the meeting.  In the absence of the Secretary of the Corporation, 
the secretary of the meeting shall be such person as the chairman appoints.

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          SECTION 6.     CONDUCT OF BUSINESS.

          The chairman of any meeting of stockholders shall determine the 
order of business and the procedure at the meeting, including such regulation 
of the manner of voting and the conduct of discussion as seem to him or her 
in order. The chairman shall have the power to adjourn the meeting to another 
place, date and time.  The date and time of the opening and closing of the 
polls for each matter upon which the stockholders will vote at the meeting 
shall be announced at the meeting.

          SECTION 7.     PROXIES AND VOTING.

          At any meeting of the stockholders, every stockholder entitled to 
vote may vote in person or by proxy authorized by an instrument in writing or 
by a transmission permitted by law filed in accordance with the procedure 
established for the meeting.  Any copy, facsimile telecommunication or other 
reliable reproduction of the writing or transmission created pursuant to this 
paragraph may be substituted or used in lieu of the original writing or 
transmission for any and all purposes for which the original writing or 
transmission could be used, provided that such copy, facsimile 
telecommunication or other reproduction shall be a complete reproduction of 
the entire original writing or transmission.

          All voting, including on the election of directors but excepting 
where otherwise required by law, may be by a voice vote; provided, however, 
that upon demand therefore by a stockholder entitled to vote or by his or her 
proxy, a stock vote shall be taken.  Every stock vote shall be taken by 
ballots, each of which shall state the name of the stockholder or proxy 
voting and such other information as may be required under the procedure 
established for the meeting.

          The Corporation may, and to the extent required by law, shall, in 
advance of any meeting of stockholders, appoint one or more inspectors to act 
at the meeting and make a written 

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report thereof.  The Corporation may designate one or more persons as 
alternate inspectors to replace any inspector who fails to act.  If no 
inspector or alternate is able to act at a meeting of stockholders, the 
person presiding at the meeting may, and to the extent required by law, 
shall, appoint one or more inspectors to act at the meeting. Each inspector, 
before entering upon the discharge of his duties, shall take and sign an oath 
faithfully to execute the duties of inspector with strict impartiality and 
according to the best of his ability.  Every vote taken by ballots shall be 
counted by a duly appointed inspector or inspectors.

          All elections shall be determined by a plurality of the votes cast, 
and except as otherwise required by law, all other matters shall be 
determined by the affirmative vote of a majority of the shares present in 
person or represented by proxy at the meeting and entitled to vote on the 
subject matter.

          SECTION 8.     STOCK LIST.

          A complete list of stockholders entitled to vote at any meeting of 
stockholders, arranged in alphabetical order for each class of stock and 
showing the address of each such stockholder and the number of shares 
registered in his or her name, shall be open to the examination of any such 
stockholder, for any purpose germane to the meeting, during ordinary business 
hours for a period of at least ten (10) days prior to the meeting, either at 
a place within the city where the meeting is to be held, which place shall be 
specified in the notice of the meeting, or if not so specified, at the place 
where the meeting is to be held.

          The stock list shall also be kept at the place of the meeting 
during the whole time thereof and shall be open to the examination of any 
such stockholder who is present. This list shall presumptively determine the 
identity of the stockholders entitled to vote at the meeting and the number 
of shares held by each of them.

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                           ARTICLE II - BOARD OF DIRECTORS


          SECTION 1.     NUMBER, ELECTION AND TERM OF DIRECTORS.

          Subject to the rights of the holders of any series of preferred 
stock to elect directors under specified circumstances, the number of 
directors shall be fixed from time to time exclusively by the Board of 
Directors pursuant to a resolution adopted by a majority of the Whole Board, 
as defined in the Corporation's Restated Certificate of Incorporation.  The 
directors, other than those who may be elected by the holders of any series 
of preferred stock under specified circumstances, shall be divided, with 
respect to the time for which they severally hold office, into three classes, 
with the term of office of the first class to expire at the Corporation's 
first annual meeting of stockholders following such classification, the term 
of office of the second class to expire at the Corporation's second such 
annual meeting of stockholders and the term of office of the third class to 
expire at the Corporation's third such annual meeting of stockholders, with 
each director to hold office until his or her successor shall have been duly 
elected and qualified.  At each annual meeting of stockholders, commencing 
with the first annual meeting, (i) directors elected to succeed those 
directors whose terms then expire shall be elected for a term of office to 
expire at the third succeeding annual meeting of stockholders after their 
election, with each director to hold office until his or her successor shall 
have been duly elected and qualified, and (ii) if authorized by a resolution 
of the Board of Directors, directors may be elected to fill any vacancy on 
the Board of Directors, regardless of how such vacancy shall have been 
created.

          SECTION 2.     NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

          Subject to applicable law and to the rights of the holders of any 
series of preferred stock with respect to such series of preferred stock, and 
unless the Board of Directors otherwise determines, newly created 
directorships resulting from any increase in the authorized number of 

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directors or any vacancies on the Board of Directors resulting from death, 
resignation, retirement, disqualification, removal from office or other cause 
shall be filled only by a majority vote of the directors then in office, 
though less than a quorum, and not by stockholders, and directors so chosen 
shall hold office for a term expiring at the annual meeting of stockholders 
at which the term of office of the class to which they have been elected 
expires and until such director's successor shall have been duly elected and 
qualified.  Subject to the rights of the holders of any series of preferred 
stock, no decrease in the number of authorized directors shall shorten the 
term of any incumbent director.

          SECTION 3.     REGULAR MEETINGS.

          Regular meetings of the Board of Directors shall be held at such 
place or places, on such date or dates, and at such time or times as shall 
have been established by the Board of Directors and publicized among all 
directors.  A notice of each regular meeting shall not be required.

          SECTION 4.     SPECIAL MEETINGS.

          Special meetings of the Board of Directors may be called by the 
President or by a majority of the Whole Board and shall be held at such 
place, on such date, and at such time as they or he or she shall fix.  Notice 
of the place, date, and time of each such special meeting shall be given each 
director by whom it is not waived by mailing written notice not less than 
five (5) days before the meeting or by telephone or by telegraphing or 
telexing or by facsimile transmission of the same not less than twenty-four 
(24) hours before the meeting.  Unless otherwise indicated in the notice 
thereof, any and all business may be transacted at a special meeting.

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          SECTION 5.     QUORUM.

          At any meeting of the Board of Directors, a majority of the total 
number of the Whole Board shall constitute a quorum for all purposes.  If a 
quorum shall fail to attend any meeting, a majority of those present may 
adjourn the meeting to another place, date, or time, without further notice 
or waiver thereof.

          SECTION 6.     PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.

          Members of the Board of Directors, or of any committee thereof, may 
participate in a meeting of the Board or such committee by means of 
conference telephone or similar communications equipment by means of which 
all persons participating in the meeting can hear each other and such 
participation shall constitute presence in person at such meeting.

          SECTION 7.     CONDUCT OF BUSINESS.

          At any meeting of the Board of Directors, business shall be 
transacted in such order and manner as the Board may from time to time 
determine, and all matters shall be determined by the vote of a majority of 
the directors present, except as otherwise provided herein or required by 
law.  Action may be taken by the Board of Directors without a meeting if all 
members thereof consent thereto in writing, and the writing or writings are 
filed with the minutes of proceedings of the Board of Directors.

          SECTION 8.     POWERS.

          The Board of Directors may, except as otherwise required by law, 
exercise all such powers and do all such acts and things as may be exercised 
or done by the Corporation, including, without limiting the generality of the 
foregoing, the unqualified power:

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          (1)  To declare dividends from time to time in accordance with law;

          (2)  To purchase or otherwise acquire any property, rights or 
privileges on such terms as it shall determine;

          (3)  To authorize the creation, making and issuance, in such form 
as it may determine, of written obligations of every kind, negotiable or 
non-negotiable, secured or unsecured, and to do all things necessary in 
connection therewith;

          (4)  To remove any officer of the Corporation with or without 
cause, and from time to time to devolve the powers and duties of any officer 
upon any other person for the time being;

          (5)  To confer upon any officer of the Corporation the power to 
appoint, remove and suspend subordinate officers, employees and agents;

          (6)  To adopt from time to time such stock option, stock purchase, 
bonus or other compensation plans for directors, officers, employees and 
agents of the Corporation and its subsidiaries as it may determine;

          (7)  To adopt from time to time such insurance, retirement, and 
other benefit plans for directors, officers, employees and agents of the 
Corporation and its subsidiaries as it may determine; and,

          (8)  To adopt from time to time regulations, not inconsistent with 
these By-laws, for the management of the Corporation's business and affairs.

          SECTION 9.     COMPENSATION OF DIRECTORS.

          Unless otherwise restricted by the certificate of incorporation, 
the Board of Directors shall have the authority to fix the compensation of 
the directors.  The directors may be paid 

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their expenses, if any, of attendance at each meeting of the Board of 
Directors and may be paid a fixed sum for attendance at each meeting of the 
Board of Directors or paid a stated salary or paid other compensation as 
director.  No such payment shall preclude any director from serving the 
Corporation in any other capacity and receiving compensation therefor.  
Members of special or standing committees may be allowed like compensation 
for attending committee meetings.

                               ARTICLE III - COMMITTEES


          SECTION 1.     COMMITTEES OF THE BOARD OF DIRECTORS. 

          The Board of Directors, by a vote of a majority of the whole Board, 
may from time to time designate committees of the Board, with such lawfully 
delegable powers and duties as it thereby confers, to serve at the pleasure 
of the Board and shall, for those committees and any others provided for 
herein, elect a director or directors to serve as the member or members, 
designating, if it desires, other directors as alternate members who may 
replace any absent or disqualified member at any meeting of the committee.  
In the absence or disqualification of any member of any committee and any 
alternate member in his or her place, the member or members of the committee 
present at the meeting and not disqualified from voting, whether or not he or 
she or they constitute a quorum, may by unanimous vote appoint another member 
of the Board of Directors to act at the meeting in the place of the absent or 
disqualified member.

          SECTION 2.     CONDUCT OF BUSINESS.

          Each committee may determine the procedural rules for meeting and 
conducting its business and shall act in accordance therewith, except as 
otherwise provided herein or required by law.  Adequate provision shall be 
made for notice to members of all meetings; one-third (1/3) of the members 
shall constitute a quorum unless the committee shall consist of one (1) or 
two (2) members, in which event one (1) member shall constitute a quorum; and 
all matters shall be determined by a majority vote of the members present.  
Action may be taken by any committee 

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without a meeting if all members thereof consent thereto in writing, and the 
writing or writings are filed with the minutes of the proceedings of such 
committee.

                                ARTICLE IV - OFFICERS


          SECTION 1.     GENERALLY.

          The officers of the Corporation shall consist of a President, one 
or more Vice Presidents, a Secretary, a Treasurer and such other officers as 
may from time to time be appointed by the Board of Directors.  Officers shall 
be elected by the Board of Directors, which shall consider that subject at 
its first meeting after every annual meeting of stockholders.  Each officer 
shall hold office until his or her successor is elected and qualified or 
until his or her earlier resignation or removal.  Any number of offices may 
be held by the same person.  The salaries of officers elected by the Board of 
Directors shall be fixed from time to time by the Board of Directors or by 
such officers as may be designated by resolution of the Board.

          SECTION 2.     PRESIDENT.

          The President shall be the Chief Executive Officer of the 
Corporation. Subject to the provisions of these By-laws and to the direction 
of the Board of Directors, he or she shall have the responsibility for the 
general management and control of the business and affairs of the Corporation 
and shall perform all duties and have all powers which are commonly incident 
to the office of chief executive or which are delegated to him or her by the 
Board of Directors.  He or she shall have power to sign all stock 
certificates, contracts and other instruments of the Corporation which are 
authorized and shall have general supervision and direction of all of the 
other officers, employees and agents of the Corporation.


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          SECTION 3.     VICE PRESIDENT.

          Each Vice President shall have such powers and duties as may be 
delegated to him or her by the Board of Directors.  One (1) Vice President 
shall be designated by the Board to perform the duties and exercise the 
powers of the President in the event of the President's absence or disability.

          SECTION 4.     TREASURER.

          The Treasurer shall have the responsibility for maintaining the 
financial records of the Corporation.  He or she shall make such 
disbursements of the funds of the Corporation as are authorized and shall 
render from time to time an account of all such transactions and of the 
financial condition of the Corporation.  The Treasurer shall also perform 
such other duties as the Board of Directors may from time to time prescribe.

          SECTION 5.     SECRETARY.

          The Secretary shall issue all authorized notices for, and shall 
keep minutes of, all meetings of the stockholders and the Board of Directors. 
 He or she shall have charge of the corporate books and shall perform such 
other duties as the Board of Directors may from time to time prescribe.

          SECTION 6.     DELEGATION OF AUTHORITY.

          The Board of Directors may from time to time delegate the powers or 
duties of any officer to any other officers or agents, notwithstanding any 
provision hereof.

          SECTION 7.     REMOVAL.

          Any officer of the Corporation may be removed at any time, with or 
without cause, by the Board of Directors.

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          SECTION 8.     ACTION WITH RESPECT TO SECURITIES OF OTHER 
CORPORATIONS.

          Unless otherwise directed by the Board of Directors, the President 
or any officer of the Corporation authorized by the President shall have 
power to vote and otherwise act on behalf of the Corporation, in person or by 
proxy, at any meeting of stockholders of or with respect to any action of 
stockholders of any other Corporation in which this Corporation may hold 
securities and otherwise to exercise any and all rights and powers which this 
Corporation may possess by reason of its ownership of securities in such 
other Corporation.

                                  ARTICLE V - STOCK


          SECTION 1.     CERTIFICATES OF STOCK.

          Each stockholder shall be entitled to a certificate signed by, or 
in the name of the Corporation by, the President or a Vice President, and by 
the Secretary or an Assistant Secretary, or the Treasurer or an Assistant 
Treasurer, certifying the number of shares owned by him or her.  Any or all 
of the signatures on the certificate may be by facsimile.

          SECTION 2.     TRANSFERS OF STOCK.

          Transfers of stock shall be made only upon the transfer books of 
the Corporation kept at an office of the Corporation or by transfer agents 
designated to transfer shares of the stock of the Corporation.  Except where 
a certificate is issued in accordance with SECTION 4 of Article V of these 
By-laws, an outstanding certificate for the number of shares involved shall 
be surrendered for cancellation before a new certificate is issued therefor.

          SECTION 3.     RECORD DATE.

          In order that the Corporation may determine the stockholders 
entitled to notice of or to vote at any meeting of stockholders, or to 
receive payment of any dividend or other distribution or allotment of any 
rights or to exercise any rights in respect of any change, conversion or 
exchange 

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of stock or for the purpose of any other lawful action, the Board of 
Directors may, except as otherwise required by law, fix a record date, which 
record date shall not precede the date on which the resolution fixing the 
record date is adopted and which record date shall not be more than sixty 
(60) nor less than ten (10) days before the date of any meeting of 
stockholders, nor more than sixty (60) days prior to the time for such other 
action as hereinbefore described; provided, however, that if no record date 
is fixed by the Board of Directors, the record date for determining 
stockholders entitled to notice of or to vote at a meeting of stockholders 
shall be at the close of business on the day next preceding the day on which 
notice is given or, if notice is waived, at the close of business on the day 
next preceding the day on which the meeting is held, and, for determining 
stockholders entitled to receive payment of any dividend or other 
distribution or allotment of rights or to exercise any rights of change, 
conversion or exchange of stock or for any other purpose, the record date 
shall be at the close of business on the day on which the Board of Directors 
adopts a resolution relating thereto.

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

          SECTION 4.     LOST, STOLEN OR DESTROYED CERTIFICATES.

          In the event of the loss, theft or destruction of any certificate 
of stock, another may be issued in its place pursuant to such regulations as 
the Board of Directors may establish concerning proof of such loss, theft or 
destruction and concerning the giving of a satisfactory bond or bonds of 
indemnity.


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          SECTION 5.     REGULATIONS.

          The issue, transfer, conversion and registration of certificates of 
stock shall be governed by such other regulations as the Board of Directors 
may establish.

                                 ARTICLE VI - NOTICES


          SECTION 1.     NOTICES.

          Except as otherwise specifically provided herein or required by 
law, all notices required to be given to any stockholder, director, officer, 
employee or agent shall be in writing and may in every instance be 
effectively given by hand delivery to the recipient thereof, by depositing 
such notice in the mails, postage paid, recognized overnight delivery service 
or by sending such notice by facsimile, receipt acknowledged, or by prepaid 
telegram or mailgram.  Any such notice shall be addressed to such 
stockholder, director, officer, employee or agent at his or her last known 
address as the same appears on the books of the Corporation.  The time when 
such notice is received, if hand delivered, or dispatched, if delivered 
through the mails or by telegram or mailgram, shall be the time of the giving 
of the notice.

          SECTION 2.     WAIVERS.

          A written waiver of any notice, signed by a stockholder, director, 
officer, employee or agent, whether before or after the time of the event for 
which notice is to be given, shall be deemed equivalent to the notice 
required to be given to such stockholder, director, officer, employee or 
agent.  Neither the business nor the purpose of any meeting need be specified 
in such a waiver. Attendance at any meeting shall constitute waiver of notice 
except attendance for the sole purpose of objecting to the timeliness of 
notice.

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                             ARTICLE VII - MISCELLANEOUS


          SECTION 1.     FACSIMILE SIGNATURES.

          In addition to the provisions for use of facsimile signatures 
elsewhere specifically authorized in these By-laws, facsimile signatures of 
any officer or officers of the Corporation may be used whenever and as 
authorized by the Board of Directors or a committee thereof.

          SECTION 2.     CORPORATE SEAL.

          The Board of Directors may provide a suitable seal, containing the 
name of the Corporation, which seal shall be in the charge of the Secretary.  
If and when so directed by the Board of Directors or a committee thereof, 
duplicates of the seal may be kept and used by the Treasurer or by an 
Assistant Secretary or Assistant Treasurer.

          SECTION 3.     RELIANCE UPON BOOKS, REPORTS AND RECORDS.

          Each director, each member of any committee designated by the Board 
of Directors, and each officer of the Corporation shall, in the performance 
of his or her duties, be fully protected in relying in good faith upon the 
books of account or other records of the Corporation and upon such 
information, opinions, reports or statements presented to the Corporation by 
any of its officers or employees, or committees of the Board of Directors so 
designated, or by any other person as to matters which such director or 
committee member reasonably believes are within such other person's 
professional or expert competence and who has been selected with reasonable 
care by or on behalf of the Corporation.

          SECTION 4.     FISCAL YEAR.

          The fiscal year of the Corporation shall be as fixed by the Board 
of Directors.

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          SECTION 5.     TIME PERIODS.

          In applying any provision of these By-laws which requires that an 
act be done or not be done a specified number of days prior to an event or 
that an act be done during a period of a specified number of days prior to an 
event, calendar days shall be used, the day of the doing of the act shall be 
excluded, and the day of the event shall be included.

               ARTICLE VIII - INDEMNIFICATION OF DIRECTORS AND OFFICERS


          SECTION 1.     RIGHT TO INDEMNIFICATION.

          Each person who was or is made a party or is threatened to be made 
a party to or is otherwise involved in any action, suit or proceeding, 
whether civil, criminal, administrative or investigative (hereinafter a 
"proceeding"), by reason of the fact that he or she is or was a director or 
an officer of the Corporation or is or was serving at the request of the 
Corporation as a director, officer, employee or agent of another corporation 
or of a partnership, joint venture, trust or other enterprise, including 
service with respect to an employee benefit plan (hereinafter an 
"indemnitee"), whether the basis of such proceeding is alleged action in an 
official capacity as a director, officer, employee or agent or in any other 
capacity while serving as a director, officer, employee or agent, shall be 
indemnified and held harmless by the Corporation to the fullest extent 
authorized by the Delaware General Corporation Law, as the same exists or may 
hereafter be amended (but, in the case of any such amendment, only to the 
extent that such amendment permits the Corporation to provide broader 
indemnification rights than such law permitted the Corporation to provide 
prior to such amendment), against all expense, liability and loss (including 
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and 
amounts paid in settlement) reasonably incurred or suffered by such 
indemnitee in connection therewith; provided, however, that, except as 
provided in Section 3 of this ARTICLE VIII with respect to proceedings to 
enforce rights to indemnification, 

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the Corporation shall indemnify any such indemnitee in connection with a 
proceeding (or part thereof) initiated by such indemnitee only if such 
proceeding (or part thereof) was authorized by the Board of Directors of the 
Corporation.

          SECTION 2.     RIGHT TO ADVANCEMENT OF EXPENSES. 

          The right to indemnification conferred in Section 1 of this ARTICLE 
VIII shall include the right to be paid by the Corporation the expenses 
(including attorney's fees) incurred in defending any such proceeding in 
advance of its final disposition (hereinafter an "advancement of expenses"); 
provided, however, that, if the Delaware General Corporation Law requires, an 
advancement of expenses incurred by an indemnitee in his or her capacity as a 
director or officer (and not in any other capacity in which service was or is 
rendered by such indemnitee, including, without limitation, service to an 
employee benefit plan) shall be made only upon delivery to the Corporation of 
an undertaking (hereinafter an "undertaking"), by or on behalf of such 
indemnitee, to repay all amounts so advanced if it shall ultimately be 
determined by final judicial decision from which there is no further right to 
appeal (hereinafter a "final adjudication") that such indemnitee is not 
entitled to be indemnified for such expenses under this Section 2 or 
otherwise.  The rights to indemnification and to the advancement of expenses 
conferred in Sections 1 and 2 of this ARTICLE VIII shall be contract rights 
and such rights shall continue as to an indemnitee who has ceased to be a 
director, officer, employee or agent and shall inure to the benefit of the 
indemnitee's heirs, executors and administrators.

          SECTION 3.     RIGHT OF INDEMNITEE TO BRING SUIT.

          If a claim under Section 1 or 2 of this ARTICLE VIII is not paid in 
full by the Corporation within sixty (60) days after a written claim has been 
received by the Corporation, except in the case of a claim for an advancement 
of expenses, in which case the applicable period 

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shall be twenty (20) days, the indemnitee may at any time thereafter bring 
suit against the Corporation to recover the unpaid amount of the claim.  If 
successful in whole or in part in any such suit, or in a suit brought by the 
Corporation to recover an advancement of expenses pursuant to the terms of an 
undertaking, the indemnitee shall be entitled to be paid also the expense of 
prosecuting or defending such suit.  In (i) any suit brought by the 
indemnitee to enforce a right to indemnification hereunder (but not in a suit 
brought by the indemnitee to enforce a right to an advancement of expenses) 
it shall be a defense that, and (ii) in any suit brought by the Corporation 
to recover an advancement of expenses pursuant to the terms of an 
undertaking, the Corporation shall be entitled to recover such expenses upon 
a final adjudication that, the indemnitee has not met any applicable standard 
for indemnification set forth in the Delaware General Corporation Law.  
Neither the failure of the Corporation (including its Board of Directors, 
independent legal counsel, or its stockholders) to have made a determination 
prior to the commencement of such suit that indemnification of the indemnitee 
is proper in the circumstances because the indemnitee has met the applicable 
standard of conduct set forth in the Delaware General Corporation Law, nor an 
actual determination by the Corporation (including its Board of Directors, 
independent legal counsel, or its stockholders) that the indemnitee has not 
met such applicable standard of conduct, shall create a presumption that the 
indemnitee has not met the applicable standard of conduct or, in the case of 
such a suit brought by the indemnitee, be a defense to such suit.  In any 
suit brought by the indemnitee to enforce a right to indemnification or to an 
advancement of expenses hereunder, or brought by the Corporation to recover 
an advancement of expenses pursuant to the terms of an undertaking, the 
burden of proving that the indemnitee is not entitled to be indemnified, or 
to such advancement of expenses, under this ARTICLE VIII or otherwise shall 
be on the Corporation. 

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<PAGE>
          SECTION 4.     NON-EXCLUSIVITY OF RIGHTS.

          The rights to indemnification and to the advancement of expenses 
conferred in this ARTICLE VIII shall not be exclusive of any other right 
which any person may have or hereafter acquire under any statute, the 
Corporation's Certificate of Incorporation, By-laws, agreement, vote of 
stockholders or disinterested directors or otherwise.

          SECTION 5.     INSURANCE.

          The Corporation may maintain insurance, at its expense, to protect 
itself and any director, officer, employee or agent of the Corporation or 
another corporation, partnership, joint venture, trust or other enterprise 
against any expense, liability or loss, whether or not the Corporation would 
have the power to indemnify such person against such expense, liability or 
loss under the Delaware General Corporation Law.

          SECTION 6.     INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE 
CORPORATION. 

          The Corporation may, to the extent authorized from time to time by 
the Board of Directors, grant rights to indemnification and to the 
advancement of expenses to any employee or agent of the Corporation to the 
fullest extent of the provisions of this Article with respect to the 
indemnification and advancement of expenses of directors and officers of the 
Corporation.

                               ARTICLE IX - AMENDMENTS


          In furtherance and not in limitation of the powers conferred by 
law, the Board of Directors is expressly authorized to make, alter, amend and 
repeal these By-Laws subject to the power of the holders of capital stock of 
the Corporation to alter, amend or repeal the By-Laws; provided, however, 
that, with respect to the powers of holders of capital stock to make, alter, 
amend and repeal By-Laws of the Corporation, notwithstanding any other 
provision of these By-Laws or any provision of law which might otherwise 
permit a lesser vote or no vote, but in addition to any 

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affirmative vote of the holders of any particular class or series of the 
capital stock of the Corporation required by law, these By-Laws or any 
preferred stock, the affirmative vote of the holders of at least seventy-five 
percent (75%) of the voting power of all of the then-outstanding shares 
entitled to vote generally in the election of directors, voting together as a 
single class, shall be required to make, alter, amend or repeal any provision 
of these By-Laws.

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