Exhibit 3.2

                                     BY-LAWS

                                       OF

                           TITANIUM METALS CORPORATION

                             A Delaware Corporation

               As Amended and Restated Effective February 4, 2003

                                    ARTICLE I

                                     OFFICES

     Section 1. Registered  Office.  The registered office of the corporation in
the State of Delaware shall be located at Corporation Trust Center,  1209 Orange
Street,  Wilmington,  County  of New  Castle.  The  name  of  the  corporation's
registered  agent at such address shall be The  Corporation  Trust Company.  The
registered office and/or registered agent of the corporation may be changed from
time to time by action of the board of directors.

     Section 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 the business of the corporation may
require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section  1.  Place  and  Time  of  Meetings.   An  annual  meeting  of  the
stockholders  for the purpose of electing  directors and  conducting  such other
proper business as may come before the meeting.  The date, time and place of the
annual  meeting  shall be  determined  by the chairman of the board or the chief
executive officer of the corporation;  provided, that if neither the chairman of
the board nor the chief  executive  officer acts,  the board of directors  shall
determine the date, time and place of such meeting.

     Section 2. Special Meetings. Special meetings of stockholders may be called
for any  purpose  and may be held at such time and place,  within or without the
State of  Delaware,  as shall be  stated  in a notice  of  meeting  or in a duly
executed  waiver of notice  thereof.  Such meetings may be called at any time by
the board of directors, the chairman of the board or the chief executive officer
and shall be called by the chief  executive  officer upon the written request of
holders of shares  entitled to cast not less than 20 percent of the votes at the
meeting, such written request shall state the purpose or purposes of the meeting
and shall be delivered to the chief executive officer.  On such written request,

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the chief  executive  officer shall fix a date and time for such meeting  within
thirty (30) days of the date requested for such meeting in such written request.

     Section 3. Place of Meetings.  The board of  directors  may  designate  any
place,  either within or without the State of Delaware,  as the place of meeting
for any  annual  meeting  or for any  special  meeting  called  by the  board of
directors.  If no  designation  is made,  or if a special  meeting be  otherwise
called,  the place of meeting  shall be the  principal  executive  office of the
corporation.

     Section 4. Notice.  Whenever stockholders are required or permitted to take
action at a meeting,  written or printed notice stating the place,  date,  time,
and, in the case of special meetings,  the purpose or purposes, of such meeting,
shall be given to each  stockholder  entitled  to vote at such  meeting not less
than 10 nor more than 60 days before the date of the  meeting.  All such notices
shall be delivered,  either personally or by mail, by or at the direction of the
board of directors,  the chairman of the board,  the chief executive  officer or
the secretary,  and if mailed,  such notice shall be deemed to be delivered when
deposited  in  the  United  States  mail,  postage  prepaid,  addressed  to  the
stockholder at his, her or its address as the same appears on the records of the
corporation.  Attendance of a person at a meeting  shall  constitute a waiver of
notice of such meeting,  except when the person attends for the express  purpose
of objecting at the beginning of the meeting to the  transaction of any business
because the meeting is not lawfully called or convened.

     Section 5. Stockholders List. The officer having charge of the stock ledger
of the  corporation  shall make,  at least 10 days before  every  meeting of the
stockholders,  a  complete  list of the  stockholders  entitled  to vote at such
meeting arranged in alphabetical order,  showing the address of each stockholder
and the number of shares registered in the name of each  stockholder.  Such list
shall be open to the examination of any stockholder,  for any purpose germane to
the meeting,  during ordinary  business hours,  for a period of at least 10 days
prior to the meeting,  either at a place within the city where the meeting is to
be held,  which place shall be specified in the notice of the meeting or, if not
so specified,  at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting  during the whole time
thereof, and may be inspected by any stockholder who is present.

     Section  6.  Quorum.  At any  meeting  of  stockholders,  the  holders of a
majority  of the  shares of  capital  stock  entitled  to vote at such  meeting,
present in person or represented by proxy, shall constitute a quorum,  except as
otherwise  provided  by statute or by the  certificate  of  incorporation.  If a
quorum is not present, the holders of a majority of the shares present in person
or represented by proxy at the meeting, and entitled to vote at the meeting, may
adjourn  the  meeting to another  time and/or  place.  When a specified  item of
business  requires  a vote by a class or series (if the  corporation  shall then
have outstanding shares of more than one class or series) voting as a class, the
holders of a majority of the shares of such class or series  shall  constitute a
quorum  (as to such  class  or  series)  for  the  transaction  of such  item of
business.

     Section 7. Adjourned Meetings.  When a meeting is adjourned to another time
and 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

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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
thirty  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 8. Vote Required. When a quorum is present, the affirmative vote of
the majority of shares  present in person or represented by proxy at the meeting
and entitled to vote on the subject matter shall be the act of the stockholders,
unless the question is one upon which by express provisions of an applicable law
or of the certificate of  incorporation  a different vote is required,  in which
case such  express  provision  shall  govern and  control  the  decision of such
question.  Where a separate vote by class is required,  the affirmative  vote of
the majority of shares of such class present in person or  represented  by proxy
at the meeting shall be the act of such class.

     Section 9.  Voting  Rights.  Except as  otherwise  provided  by the General
Corporation Law of the State of Delaware or by the certificate of  incorporation
of the corporation or any amendments thereto and subject to Section 3 of Article
VI hereof,  every  stockholder  shall at every  meeting of the  stockholders  be
entitled  to one vote in person or by proxy for each share of common  stock held
by such stockholder.

     Section  10.  Proxies.  Each  stockholder  entitled to vote at a meeting of
stockholders  or to express  consent or dissent to  corporate  action in writing
without a meeting may authorize  another person or persons to act for him or her
by proxy,  but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.

     Section 11. Action by Written  Consent.  Unless  otherwise  provided in the
certificate of  incorporation,  any action required to be taken at any annual or
special meeting of stockholders of the  corporation,  or any action which may be
taken at any  annual  or  special  meeting  of such  stockholders,  may be taken
without a meeting,  without  prior  notice and  without a vote,  if a consent or
consents in writing,  setting forth the action so taken and bearing the dates of
signature  of the  stockholders  who signed the  consent or  consents,  shall be
signed by the  holders of  outstanding  stock  having not less than the  minimum
number of votes that would be  necessary  to  authorize or take such action at a
meeting at which all shares  entitled to vote thereon were present and voted and
shall be delivered to the  corporation by delivery to its  registered  office in
the state of Delaware,  or the corporation's  principal place of business, or an
officer or agent of the corporation having custody of the book or books in which
proceedings of meetings of the stockholders  are recorded.  Delivery made to the
corporation's  registered  office shall be by hand or by certified or registered
mail, return receipt  requested.  All consents properly  delivered in accordance
with this section shall be deemed to be recorded  when so delivered.  No written
consent  shall be effective  to take the  corporate  action  referred to therein
unless,  within  sixty  days of the  earliest  dated  consent  delivered  to the
corporation as required by this section,  written consents signed by the holders
of a sufficient  number of shares to take such corporate action are so recorded.
Prompt  notice of the taking of the corporate  action  without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented  in writing.  Any action  taken  pursuant to such  written  consent or
consents of the stockholders shall have the same force and effect as if taken by
the stockholders at a meeting thereof.

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     Section 12. Confidential Voting. All proxies,  ballots and vote tabulations
that identify the particular vote of a stockholder  shall be kept  confidential,
except that  disclosure  may be made (i) to allow the  inspectors to certify the
results of the vote;  (ii) as necessary to meet applicable  legal  requirements,
including the pursuit or defense of judicial  actions;  or (iii) when  expressly
requested  by such  stockholder.  Proxy cards  shall be  returned  in  envelopes
addressed  to the  inspectors,  which shall  receive,  inspect and  tabulate the
proxies.  Comments written on proxies,  consents or ballots shall be transcribed
and provided to the  secretary of the  corporation  with the name and address of
the stockholder.  The vote of the stockholder shall not be disclosed at the time
any such comment is provided to the secretary except where such vote is included
in the comment or disclosure is necessary, in the opinion of the inspector,  for
an  understanding  of the  comment.  Nothing in this by-law  shall  prohibit the
inspector from making available to the  corporation,  during the period prior to
any annual or special  meeting,  information as to which  stockholders  have not
voted and periodic status reports on the aggregate vote.


                                   ARTICLE III

                                    DIRECTORS

     Section 1. General  Powers.  The  business  and affairs of the  corporation
shall be managed by or under the direction of the board of directors.

     Section 2.  Number,  Election  and Term of Office.  The board of  directors
shall consist of at least three but not more than seventeen  members,  the exact
number thereof to be fixed from time to time by the board of directors  pursuant
to a  resolution  adopted by a majority of the entire  board of  directors.  The
directors  shall be elected by a plurality of the votes of the shares present in
person  or  represented  by proxy at the  meeting  and  entitled  to vote in the
election  of  directors.  The  directors  shall be elected in this manner at the
annual  meeting of the  stockholders,  except as  provided  in Section 4 of this
Article III. Each director  elected shall hold office until his or her successor
is duly elected and qualified or until his or her earlier death,  resignation or
removal as hereinafter provided.

     Section 3.  Removal and  Resignation.  Any  director or the entire board of
directors may be removed at any time, with or without cause, by the holders of a
majority  of the shares  then  entitled  to vote at an  election  of  directors.
Whenever  the  holders of any class or series are  entitled to elect one or more
directors by the provisions of the  corporation's  certificate of incorporation,
the  provisions of this section shall apply,  in respect to the removal  without
cause of a director or directors  so elected,  to the vote of the holders of the
outstanding  shares  of  that  class  or  series  and  not  to the  vote  of the
outstanding shares as a whole.

     Section 4. Vacancies.  Vacancies and newly created directorships  resulting
from any  increase  in the  authorized  number of  directors  may be filled by a
majority of the  directors  then in office,  though less than a quorum,  or by a
sole  remaining  director;  provided,  that (a) in the  event the  holders  of a
majority of the shares then  entitled to vote to remove a director  (as provided
in Section 3 of Article III of these  by-laws),  as a part of such  removal such

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majority shall also be entitled to elect a replacement therefor,  and (b) if any
such vacancy has not been filled by the remaining directors within seven days of
the date such vacancy was created,  the holders of a majority of the shares then
entitled  to vote may fill such  vacancy.  Each  director  so chosen  shall hold
office  until a  successor  is duly  elected and  qualified  or until his or her
earlier death,  resignation or removal as herein  provided.  Whenever holders of
any class or classes of stock or series  thereof  are  entitled  to elect one or
more directors by the provisions of the certificate of incorporation,  vacancies
and newly created directorships of such class or classes or series may be filled
by a  majority  of the  directors  elected  by such  class or  classes or series
thereof then in office, or by a sole remaining director so elected.

     Section 5. Annual Meetings.  The annual meeting of each newly elected board
of  directors  shall be held without  other notice than this by-law  immediately
after, and at the same place as, the annual meeting of stockholders.

     Section 6. Other  Meetings  and Notice.  Regular  meetings,  other than the
annual  meeting,  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 resolution of
the board. Special meetings of the board of directors may be called by or at the
request of the chairman of the board or the chief executive  officer on at least
24 hours notice to each director,  either personally,  by telephone, by mail, by
facsimile or by telegraph; in like manner and on like notice the chief executive
officer must call a special  meeting on the written  request of at least two (2)
of the directors.

     Section 7. Quorum,  Required Vote and Adjournment.  A majority of the total
number of directors  shall  constitute a quorum for the transaction of business.
The vote of a majority  of  directors  present at a meeting at which a quorum is
present  shall be the act of the board of  directors.  If a quorum  shall not be
present at any meeting of the board of directors,  the directors present thereat
may  adjourn  the  meeting  from  time  to  time,   without  notice  other  than
announcement at the meeting, until a quorum shall be present.

     Section 8. Committees.  The board of directors may, by resolution passed by
a majority of the whole board, designate one or more committees,  each committee
to consist of one or more of the directors of the  corporation or other persons,
which to the extent  provided in such resolution or these by-laws shall have and
may exercise the powers of the board of directors in the  management and affairs
of the  corporation  except as otherwise  limited by law. The board of directors
may designate one or more directors as alternate  members of any committee,  who
may replace any absent or  disqualified  member at any meeting of the committee.
Such committee or committees  shall have such name or names as may be determined
from  time to  time by  resolution  adopted  by the  board  of  directors.  Each
committee  shall keep regular minutes of its meetings and report the same to the
board of directors when required.

     Section 9.  Committee  Rules.  Each committee of the board of directors may
fix its own rules of  procedure  and shall hold its meetings as provided by such
rules,  except as may  otherwise  be  provided by a  resolution  of the board of
directors  designating  such  committee.  Unless  otherwise  provided  in such a
resolution,  the presence of at least a majority of the members of the committee
shall be necessary to  constitute a quorum.  In the event that a member and that
member's  alternate,  if alternates  are designated by the board of directors as

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provided in Section 8 of this Article III, of such committee is or are absent or
disqualified,  the member or members  thereof  present  at any  meeting  and not
disqualified  from  voting,  whether or not such member or members  constitute a
quorum, may unanimously  appoint another member of the board of directors to act
at the meeting in place of any such absent or disqualified member.

     Section 10. Communications Equipment.  Members of the board of directors or
any committee thereof may participate in and act at any meeting of such board or
committee  through the use of a  conference  telephone  or other  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other,  and  participation  in the meeting  pursuant to this section  shall
constitute presence in person at the meeting.

     Section 11. Waiver of Notice and  Presumption of Assent.  Any member of the
board of directors or any committee thereof who is present at a meeting shall be
conclusively  presumed to have waived  notice of such  meeting  except when such
member  attends for the express  purpose of  objecting  at the  beginning of the
meeting to the  transaction of any business  because the meeting is not lawfully
called or convened.  Such member shall be conclusively presumed to have assented
to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written  dissent to such action  shall be filed
with the person  acting as the secretary of the meeting  before the  adjournment
thereof  or  shall be  forwarded  by  registered  mail to the  secretary  of the
corporation  immediately  after the  adjournment  of the meeting.  Such right to
dissent shall not apply to any member who voted in favor of such action.

     Section 12. Action by Written Consent.  Unless otherwise  restricted by the
certificate of  incorporation,  any action  required or permitted to be taken at
any meeting of the board of directors, or of any committee thereof, may be taken
without a meeting if all members of the board or committee,  as the case may be,
consent  thereto in  writing,  and the  writing or  writings  are filed with the
minutes of proceedings of the board or committee.


                                   ARTICLE IV

                                    OFFICERS

     Section 1. Number.  The officers of the corporation shall be elected by the
board of  directors  and shall  consist  of a  chairman  of the  board,  a chief
executive officer,  a president,  one or more chief operating  officers,  one or
more vice  presidents,  a secretary,  a treasurer,  and such other  officers and
assistant  officers  as may be deemed  necessary  or  desirable  by the board of
directors.  Any number of offices  may be held by the same  person  except  that
neither the chairman of the board nor the  president  shall also hold the office
of secretary.  In its discretion,  the board of directors may choose not to fill
any office for any period as it may deem advisable.

     Section 2.  Election and Term of Office.  The  officers of the  corporation
shall be elected  annually by the board of directors  at its first  meeting held
after each annual meeting of  stockholders or as soon thereafter as conveniently
may be. Vacancies may be filled or new offices created and filled at any meeting
of the board of  directors.  Each officer shall hold office until a successor is

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duly elected and  qualified or until his or her earlier  death,  resignation  or
removal as hereinafter provided.

     Section 3. Removal.  Any officer or agent elected by the board of directors
may be removed by the board of directors  or the chairman of the board  whenever
in its or his judgment the best  interests  of the  corporation  would be served
thereby,  but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.

     Section 4. Vacancies. Any vacancy occurring in any office because of death,
resignation,  removal, disqualification or otherwise, may be filled by the board
of  directors  for the  unexpired  portion of the term by the board of directors
then in office.

     Section 5. Compensation. Compensation of all officers shall be fixed by the
board of  directors,  and no officer  shall be  prevented  from  receiving  such
compensation by virtue of his or her also being a director of the corporation.

     Section 6.  Chairman of the Board.  The chairman of the board shall preside
at all meetings of the board of directors and stockholders,  may exercise all of
the powers of the chief executive officer or president and shall have such other
powers  and  perform  such  other  duties as may be  prescribed  by the board of
directors or provided in these by-laws.  Whenever the chief executive officer or
president is unable to serve, by reason of sickness,  absence or otherwise,  the
chairman of the board shall perform all the duties and responsibilities thereof.

     Section 7. The Chief Executive  Officer.  The chief executive officer shall
be the chief executive  officer of the corporation and, subject to the powers of
the board of directors and the chairman of the board,  shall have general charge
of the business,  affairs and property of the corporation,  and control over its
officers,  agents and employees and shall see that all orders and resolutions of
the board of  directors  are carried into effect.  The chief  executive  officer
shall have such other powers and perform such other duties as may be  prescribed
by the  chairman of the board or the board of directors or as may be provided in
these by-laws.

     Section 8. The President.  The president shall have such powers and perform
such duties as may be  prescribed  by the  chairman  of the board,  the board of
directors, or these by-laws.

     Section 9. The Chief Operating Officers. The chief operating officer, or if
there shall be more than one,  each of them,  shall have such powers and perform
such duties as may be  prescribed  by the  chairman  of the board,  the board of
directors, or these by-laws.

     Section 10. Vice Presidents.  The vice president, or if there shall be more
than one, the vice presidents in the order determined by the board of directors,
shall, in the absence or disability of the president, act with all of the powers
and be subject to all the  restrictions  of the president.  The vice  presidents
shall also  perform such other duties and have such other powers as the board of
directors,  the  chairman  of the board,  the chief  executive  officer or these
by-laws may, from time to time, prescribe.

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     Section 11. The Secretary and Assistant  Secretaries.  The secretary  shall
attend all meetings of the board of  directors,  all meetings of the  committees
thereof and all meetings of the  stockholders  and record all the proceedings of
the  meetings  in a book or books to be kept for that  purpose.  Under the chief
executive officer's supervision, the secretary shall give, or cause to be given,
all  notices  required to be given by these  by-laws or by law;  shall have such
powers and perform  such duties as the board of  directors,  the chairman of the
board,  the chief  executive  officer or these  by-laws may,  from time to time,
prescribe; and shall have custody of the corporate seal of the corporation.  The
secretary,  or an  assistant  secretary,  shall  have  authority  to  affix  the
corporate  seal to any  instrument  requiring it and when so affixed,  it may be
attested  by  his  or  her  signature  or by the  signature  of  such  assistant
secretary.  The  board of  directors  may give  general  authority  to any other
officer to affix the seal of the  corporation  and to attest the affixing by his
or her  signature.  The assistant  secretary,  or if there be more than one, the
assistant secretaries in the order determined by the board of directors,  shall,
in the absence or disability of the  secretary,  perform the duties and exercise
the powers of the  secretary  and shall  perform such other duties and have such
other powers as the board of  directors,  the  chairman of the board,  the chief
executive officer, or secretary may, from time to time, prescribe.

     Section 12. The Treasurer and Assistant Treasurer. The treasurer shall have
the custody of the corporate funds and securities;  shall keep full and accurate
accounts of receipts and  disbursements  in books belonging to the  corporation;
shall  deposit  all  monies  and other  valuable  effects in the name and to the
credit of the  corporation  as may be ordered by the board of  directors;  shall
cause the funds of the corporation to be disbursed when such  disbursements have
been duly authorized,  taking proper vouchers for such disbursements;  and shall
render to the chief executive officer and the board of directors, at its regular
meeting  or  when  the  board  of  directors  so  requires,  an  account  of the
corporation;  shall have such  powers and  perform  such  duties as the board of
directors,  the  chairman  of the board,  the chief  executive  officer or these
by-laws  may,  from  time to  time,  prescribe.  If  required  by the  board  of
directors,  the  treasurer  shall give the  corporation  a bond (which  shall be
rendered every six years) in such sums and with such surety or sureties as shall
be  satisfactory  to the board of directors for the faithful  performance of the
duties of the office of treasurer and for the restoration to the corporation, in
case of death,  resignation,  retirement,  or removal from office, of all books,
papers,  vouchers,  money, and other property of whatever kind in the possession
or  under  the  control  of the  treasurer  belonging  to the  corporation.  The
assistant  treasurer,  or if  there  shall  be  more  than  one,  the  assistant
treasurers  in the  order  determined  by the board of  directors,  shall in the
absence or  disability  of the  treasurer,  perform the duties and  exercise the
powers of the  treasurer.  The  assistant  treasurers  shall  perform such other
duties and have such other powers as the board of directors, the chairman of the
board,  the  chief  executive  officer  or  treasurer  may,  from  time to time,
prescribe.

     Section 13.  Other  Officers,  Assistant  Officers  and  Agents.  Officers,
assistant  officers  and  agents,  if any,  other  than those  whose  duties are
provided for in these by-laws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the board of directors.

     Section 14.  Absence or Disability of Officers.  In the case of the absence
or  disability  of any  officer  of the  corporation  and of any  person  hereby
authorized  to act in such  officer's  place  during such  officer's  absence or

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disability,  the board of directors  may by  resolution  delegate the powers and
duties of such officer to any other officer or to any director,  or to any other
person whom it may select.


                                    ARTICLE V

                INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

     Section 1. Nature of  Indemnity.  Each person who was or is made a party or
is  threatened  to be made a party  to or is  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, or a person
of whom he or she is the legal  representative,  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,  employee,  fiduciary,  or agent of another
corporation or of a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless by the corporation unless prohibited from doing
so by the General  Corporation Law of the State of Delaware,  as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to the
extent  that  such  amendment   permits  the   corporation  to  provide  broader
indemnification  rights than said law permitted the corporation to provide prior
to such amendment) against all expense, liability and loss (including attorneys'
fees actually and  reasonably  incurred by such person in  connection  with such
proceeding)  and such  indemnification  shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that, except as provided
in Section 2 hereof,  the  corporation  shall  indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the board of directors of the corporation.

     Section 2.  Procedure for  Indemnification  of Directors and Officers.  Any
indemnification  of a director or officer of the corporation  under Section 1 of
this Article V or advance of expenses under Section 5 of this Article V shall be
made promptly,  and in any event within 30 days, upon the written request of the
director or officer.  If a determination by the corporation that the director or
officer is entitled to  indemnification  pursuant to this Article V is required,
and the corporation  fails to respond within sixty days to a written request for
indemnity,  the corporation shall be deemed to have approved the request. If the
corporation  denies a  written  request  for  indemnification  or  advancing  of
expenses, in whole or in part, or if payment in full pursuant to such request is
not made  within 30 days,  the  director or officer  may  petition  any court of
competent  jurisdiction  to  determine  his or her right to  indemnification  or
advances  pursuant to this Article V. Such person's costs and expenses  incurred
in   connection   with   successfully   establishing   his  or  her   right   to
indemnification,  in  whole  or in  part,  in any  such  action  shall  also  be
indemnified by the corporation.  It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition  where the required  undertaking,
if any, has been tendered to the corporation)  that the claimant has not met the
standards of conduct which make it permissible under the General Corporation Law
of the State of Delaware for the  corporation  to indemnify the claimant for the
amount  claimed,  but the burden of such  defense  shall be on the  corporation.
Neither  the  failure  of the  corporation  (including  its board of  directors,

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<PAGE>

independent  legal counsel,  or its  stockholders)  to have made a determination
prior to the commencement of such action that indemnification of the claimant is
permissible  in the  circumstances  because  he or she has  met  the  applicable
standard  of conduct set forth in the  General  Corporation  Law of the State of
Delaware, nor an actual determination by the corporation (including its board of
directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption  that the claimant has not met the  applicable  standard of
conduct.

     Section 3. Article Not  Exclusive.  The rights to  indemnification  and the
payment of expenses  incurred in defending a proceeding  in advance of its final
disposition  conferred  in this  Article V shall not be  exclusive  of any other
right  which  any  person  may have or  hereafter  acquire  under  any  statute,
provision  of the  certificate  of  incorporation,  by-law,  agreement,  vote of
stockholders or disinterested directors or otherwise.

     Section 4. Insurance.  The corporation may purchase and maintain  insurance
on its own behalf and on behalf of any person who is or was a director, officer,
employee,  fiduciary,  or agent of the corporation or was serving at the request
of the  corporation  as a  director,  officer,  employee  or  agent  of  another
corporation,  partnership,  joint venture, trust or other enterprise against any
liability  asserted  against  him or her and  incurred by him or her in any such
capacity,  whether or not the corporation would have the power to indemnify such
person against such liability under this Article V.

     Section 5. Expenses. Expenses incurred by any person described in Section 1
of this Article V in defending a proceeding  shall be paid by the corporation in
advance of such proceeding's final disposition upon receipt of an undertaking by
or on  behalf  of the  director  or  officer  to repay  such  amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
corporation.  Such expenses  incurred by other  employees and agents shall be so
paid upon such terms and  conditions,  if any, as the board of  directors  deems
appropriate.

     Section  6.  Employees  and  Agents.  Persons  who are not  covered  by the
foregoing  provisions of this Article V and who are or were  employees or agents
of the corporation, or who are or were serving at the request of the corporation
as employees or agents of another corporation, partnership, joint venture, trust
or other enterprise,  may be indemnified to the extent authorized at any time or
from time to time by the board of directors.

     Section 7.  Contract  Rights.  The  provisions  of this  Article V shall be
deemed to be a contract  right  between  the  corporation  and each  director or
officer who serves in any such capacity at any time while this Article V and the
relevant  provisions of the General  Corporation Law of the State of Delaware or
other  applicable  law are in  effect,  and any repeal or  modification  of this
Article V or any such law shall  not  affect  any  rights  or  obligations  then
existing with respect to any state of facts or  proceeding  then  existing.  The
adoption  of this  Article V shall not abridge or limit any rights of any person
otherwise entitled to indemnification from the corporation pursuant to any prior
by-law provision, resolution of the directors, contract or otherwise.

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<PAGE>


     Section  8.  Merger or  Consolidation.  For  purposes  of this  Article  V,
references  to "the  corporation"  shall  include,  in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director,  officer, employee or agent of such constituent corporation,  or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise, shall stand in the same position under this Article V
with respect to the resulting or surviving  corporation  as he or she would have
with  respect to such  constituent  corporation  if its separate  existence  had
continued.


                                   ARTICLE VI

                              CERTIFICATES OF STOCK

     Section 1. Form. Every holder of stock in the corporation shall be entitled
to have a  certificate,  signed  by,  or in the name of the  corporation  by the
chairman of the board,  chief executive  officer,  president or a vice president
and the secretary or an assistant  secretary of the corporation,  certifying the
number of shares owned by such holder in the corporation.  If such a certificate
is  countersigned  (1) by a transfer agent or an assistant  transfer agent other
than the  corporation  or its  employee  or (2) by a  registrar,  other than the
corporation  or its  employee,  the signature of any such chairman of the board,
chief executive  officer,  president,  vice president,  secretary,  or assistant
secretary may be facsimiles. In case any officer or officers who have signed, or
whose facsimile  signature or signatures have been used on, any such certificate
or  certificates  shall cease to be such officer or officers of the  corporation
whether because of death,  resignation or otherwise  before such  certificate or
certificates  have  been  delivered  by the  corporation,  such  certificate  or
certificates  may  nevertheless  be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or  signatures  have been used  thereon  had not  ceased to be such  officer  or
officers of the corporation.  All certificates for shares shall be consecutively
numbered  or  otherwise  identified.  The name of the  person to whom the shares
represented  thereby  are  issued,  with the number of shares and date of issue,
shall  be  entered  on the  books  of the  corporation.  Shares  of stock of the
corporation  shall only be  transferred  on the books of the  corporation by the
holder of  record  thereof  or by such  holder's  attorney  duly  authorized  in
writing,  upon surrender to the  corporation of the  certificate or certificates
for such  shares  endorsed  by the  appropriate  person  or  persons,  with such
evidence of the authenticity of such endorsement,  transfer,  authorization, and
other matters as the corporation may reasonably require,  and accompanied by all
necessary  stock  transfer  stamps.  In that event,  it shall be the duty of the
corporation to issue a new  certificate to the person entitled  thereto,  cancel
the old  certificate or  certificates,  and record the transaction on its books.
The board of directors may appoint a bank or trust company  organized  under the
laws of the United States or any state  thereof to act as its transfer  agent or
registrar,  or both in  connection  with the  transfer of any class or series of
securities of the corporation.

     Section  2. Lost  Certificates.  The board of  directors  may  direct a new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  previously  issued by the  corporation  alleged to have been lost,

                                     - 11 -
<PAGE>

stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming  the  certificate  of stock  to be lost,  stolen,  or  destroyed.  When
authorizing  such  issue of a new  certificate  or  certificates,  the  board of
directors may, in its  discretion  and as a condition  precedent to the issuance
thereof,  require the owner of such lost,  stolen,  or destroyed  certificate or
certificates, or his or her legal representative, to give the corporation a bond
sufficient  to  indemnify  the  corporation  against  any claim that may be made
against the corporation on account of the loss, theft or destruction of any such
certificate or the issuance of such new certificate.

     Section 3. Fixing a Record Date for Stockholder Meetings. In order that the
corporation may determine the  stockholders  entitled to notice of or to vote at
any meeting of stockholders or any adjournment  thereof,  the board of directors
may fix a record  date,  which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors,  and
which record date shall not be more than sixty nor less than ten days before the
date of such meeting. 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 the close of business on the next day 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.  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.  Fixing a Record  Date for Action by Written  Consent.  In order
that the  corporation  may  determine  the  stockholders  entitled to consent to
corporate action in writing without a meeting,  the board of directors may fix a
record  date,  which  record  date  shall not  precede  the date upon  which the
resolution  fixing the record  date is  adopted by the board of  directors,  and
which  date  shall  not be more  than ten days  after  the date  upon  which the
resolution  fixing the record date is adopted by the board of  directors.  If no
record  date has been  fixed by the  board of  directors,  the  record  date for
determining  stockholders  entitled  to consent to  corporate  action in writing
without a meeting, when no prior action by the board of directors is required by
statute, shall be the first date on which a signed written consent setting forth
the action  taken or proposed to be taken is  delivered  to the  corporation  by
delivery to its registered office in the State of Delaware,  its principal place
of business,  or an officer or agent of the  corporation  having  custody of the
book in which  proceedings of meetings of  stockholders  are recorded.  Delivery
made to the corporation's  registered office shall be by hand or by certified or
registered mail, return receipt  requested.  If no record date has been fixed by
the board of directors and prior action by the board of directors is required by
statute,  the record date for  determining  stockholders  entitled to consent to
corporate  action in writing without a meeting shall be at the close of business
on the day on which the board of  directors  adopts the  resolution  taking such
prior action.

     Section  5.  Fixing a Record  Date for Other  Purposes.  In order  that the
corporation  may determine the  stockholders  entitled to receive payment of any
dividend or other  distribution  or allotment or any rights or the  stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purposes of any other lawful action, the board of directors
may fix a record  date,  which record date shall not precede the date upon which

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<PAGE>

the resolution fixing the record date is adopted, and which record date shall be
not more than sixty 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.

     Section  6.  Registered  Stockholders.   Prior  to  the  surrender  to  the
corporation of the  certificate or  certificates  for a share or shares of stock
with a request to record the transfer of such share or shares,  the  corporation
may treat the registered owner as the person entitled to receive  dividends,  to
vote,  to receive  notifications,  and  otherwise 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.

     Section 7.  Subscriptions for Stock.  Unless otherwise  provided for in the
subscription  agreement,  subscriptions for shares shall be paid in full at such
time, or in such  installments  and at such times, as shall be determined by the
board of  directors.  Any call made by the board of  directors  for  payment  on
subscriptions  shall be  uniform as to all shares of the same class or as to all
shares of the same series.  In case of default in the payment of any installment
or call when such  payment is due,  the  corporation  may proceed to collect the
amount due in the same manner as any debt due the corporation.


                                   ARTICLE VII

                               GENERAL PROVISIONS

     Section 1. Dividends.  Dividends upon the capital stock of the corporation,
subject to the provisions of the  certificate of  incorporation,  if any, may be
declared by the board of directors at any regular or special  meeting,  pursuant
to law. Dividends may be paid in cash, in property,  or in shares of the capital
stock,  subject to the provisions of the  certificate of  incorporation.  Before
payment  of any  dividend,  there  may  be set  aside  out of any  funds  of the
corporation  available for dividends such sum or sums as the directors from time
to time, in their absolute discretion,  think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the  corporation,  or any other  purpose and the  directors  may
modify or abolish any such reserve in the manner in which it was created.

     Section 2. Checks,  Drafts or Orders.  All checks,  drafts, or other orders
for the  payment  of money by or to the  corporation  and all  notes  and  other
evidences of indebtedness  issued in the name of the corporation shall be signed
by such officer or  officers,  agent or agents of the  corporation,  and in such
manner, as shall be determined by resolution of the board of directors or a duly
authorized committee thereof.

     Section 3.  Contracts.  The board of directors may authorize any officer or
officers,  or any agent or agents, of the corporation to enter into any contract
or to execute  and deliver  any  instrument  in the name of and on behalf of the
corporation,  and  such  authority  may  be  general  or  confined  to  specific
instances.

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<PAGE>


     Section 4.  Loans.  The  corporation  may lend money to, or  guarantee  any
obligation  of,  or  otherwise  assist  any  officer  or other  employee  of the
corporation  or of its  subsidiary,  including  any officer or employee who is a
director of the corporation or its subsidiary,  whenever, in the judgment of the
directors,  such loan,  guaranty or  assistance  may  reasonably  be expected to
benefit the corporation.  The loan,  guaranty or other assistance may be with or
without interest,  and may be unsecured,  or secured in such manner as the board
of directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation.  Nothing in this section  contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

     Section 5. Fiscal Year. The fiscal year of the  corporation  shall be fixed
by resolution of the board of directors.

     Section 6. Corporate Seal. The board of directors shall provide a corporate
seal that shall be in the form of a circle and shall have inscribed  thereon the
name of the corporation and the words "Corporate Seal,  Delaware".  The seal may
be used by  causing it or a  facsimile  thereof  to be  impressed  or affixed or
reproduced or otherwise.

     Section 7. Voting Securities Owned by Corporation. Voting securities in any
other  corporation held by the corporation shall be voted by the chairman of the
board or the chief executive officer, unless the board of directors specifically
confers  authority to vote with respect thereto,  which authority may be general
or confined to specific instances, upon some other person or officer. Any person
authorized  to vote  securities  shall have the power to appoint  proxies,  with
general power of substitution.

     Section 8. Inspection of Books and Records.  Any stockholder of record,  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 any 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
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 in the State of Delaware or at its principal place of business.

     Section 9.  Section  Headings.  Section  headings in these  by-laws are for
convenience of reference only and shall not be given any  substantive  effect in
limiting or otherwise construing any provision herein.

     Section 10.  Inconsistent  Provisions.  In the event that any  provision of
these by-laws is or becomes  inconsistent  with any provision of the certificate
of  incorporation,  the General  Corporation Law of the State of Delaware or any
other  applicable  law, the  provision of these  by-laws  shall not be given any
effect to the extent of such  inconsistency  but shall  otherwise  be given full
force and effect.

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<PAGE>


                                  ARTICLE VIII

                                   AMENDMENTS

     These by-laws may be amended,  altered, or repealed and new by-laws adopted
at any meeting of the board of directors by a majority  vote.  The fact that the
power to adopt,  amend, alter, or repeal the by-laws has been conferred upon the
board of directors shall not divest the stockholders of the same powers.

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