<PAGE>   1
                                                                     EXHIBIT 3.2




                               RESTATED BYLAWS OF


                          APRIA HEALTHCARE GROUP INC.,
                             a Delaware corporation



                               FEBRUARY 27, 1997
<PAGE>   2


                                    RESTATED
                                     BYLAWS
                                       OF
                          APRIA HEALTHCARE GROUP INC.,
                             A DELAWARE CORPORATION


                                   ARTICLE I
                                    OFFICES

     SECTION 1.1 Registered Office. The registered office of this Corporation
shall be in the City of Wilmington, County of New Castle, Delaware and the name
of the resident agent in charge thereof is the agent named in the Certificate
of Incorporation until changed by the Board of Directors (the "Board").

     SECTION 1.2 Principal Office. The principal office for the transaction of
the business of the Corporation shall be at such place as may be established by
the Board. The Board is granted full power and authority to change said
principal office from one location to another.

     SECTION 1.3 Other Offices. The Corporation may also have an office or
offices at such other places, either within or without the State of Delaware,
as the Board may from time to time designate or the business of the Corporation
may require.


                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     SECTION 2.1 Time and Place of Meetings. Meetings of stockholders shall be
held at such time and place, within or without the State of Delaware, as shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

     SECTION 2.2 Annual Meetings of Stockholders. The annual meeting of
stockholders shall be held on such date and at such time and place as may be
fixed by the Board of Directors and stated in the notice of the meeting, for
the purpose of electing directors and for the transaction of such other
business as is properly brought before the meeting in accordance with these
Bylaws. To be properly brought before the annual meeting, business must be
either (i) specified in the notice of annual meeting (or any supplement or
amendment thereto) given by or at the direction of the Board of Directors, (ii)
otherwise brought before the annual meeting by or at the direction of the Board
of Directors, (iii) brought before the meeting in accordance with Rule 14a-8
under the Securities Exchange Act of 1934, or (iv) otherwise properly brought
before the annual meeting by a stockholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely a stockholder's notice must
be delivered to or mailed and received at the principal executive offices of
the Corporation not less than sixty (60) days nor more than ninety (90) days
prior to the meeting; provided, however, that in the event that less than forty
(40) days' notice or prior public disclosure of the date of the annual meeting
is given or made to stockholders, notice by a stockholder, to be timely, must
be received no later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made, whichever first occurs. A
stockholder's notice to the Secretary shall set forth (a) as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting, (ii) the name
and record address of the stockholder proposing such business, (iii) the class,
series and number of shares of the Corporation which are beneficially owned by
the stockholder, and (iv) any material interest of the stockholder in such
business. No business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Article II, Section 2.2. The
officer of the Corporation presiding at an annual meeting shall, if the facts
warrant,





                                       1
<PAGE>   3
determine and declare to the annual meeting that business was not properly
brought before the annual meeting in accordance with the provisions of this
Article II, Section 2.2, and if he should so determine, he shall so declare to
the annual meeting and any such business not properly brought before the
meeting shall not be transacted.

     SECTION 2.3 Special Meetings. Special meetings of the stockholders of the
Corporation for any purpose or purposes may be called at any time by the Board,
or by a committee of the Board that has been duly designated by the Board and
whose powers and authority, as provided in a resolution of the Board or in the
Bylaws of the Corporation, include the power to call such meetings, and shall
be called by the president or secretary at the request in writing of a majority
of the Board, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding
and entitled to vote but such special meetings may not be called by any other
person or persons; provided, however, that if and to the extent that any
special meeting of stockholders may be called by any other person or persons
specified in any provisions of the Certificate of Incorporation or any
amendment thereto, or any certificate filed under Section 151(g) of the
Delaware General Corporation Law (or its successor statute as in effect from
time to time hereafter), then such special meeting may also be called by the
person or persons in the manner, at the times and for the purposes so
specified. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

     SECTION 2.4 Stockholder Lists. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten 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 at the place of the meeting, and the list shall also
be available at the meeting during the whole time thereof, and may be inspected
by any stockholder who is present.

     SECTION 2.5 Notice of Meetings. Notice of each meeting of stockholders,
whether annual or special, stating the place, date and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which such
meeting has been called, shall be given to each stockholder of record entitled
to vote at such meeting not less than ten nor more than sixty days before the
date of the meeting. Except as otherwise expressly required by law, notice of
any adjourned meeting of the stockholders need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken.

     Whenever any notice is required to be given under the provisions of the
statutes or of the Certificate of Incorporation or of these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto. Notice of any meeting of stockholders shall be deemed waived by any
stockholder who shall attend such meeting in person or by proxy, except a
stockholder who shall attend such meeting 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 2.6 Quorum and Adjournment. The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum for holding all meetings of
stockholders, except as otherwise provided by applicable law or by the
Certificate of Incorporation; provided, however, that the stockholders present
at a duly called or held meeting at which a quorum is present may continue to
transact business until adjournment notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum. If it shall appear that such quorum is not present or
represented at any meeting of stockholders, the Chairman of the meeting shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned





                                       2
<PAGE>   4





meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting. The Chairman of the meeting may
determine that a quorum is present based upon any reasonable evidence of the
presence in person or by proxy of stockholders holding a majority of the
outstanding votes, including without limitation, evidence from any record of
stockholders who have signed a register indicating their presence at the
meeting.

     SECTION 2.7 Voting. In all matters, when a quorum is present at any
meeting, the vote of the holders of a majority of the capital stock having
voting power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one upon which by
express provision of 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. Such vote may be by voice or by
written ballot; provided, however, that the Board may, in its discretion,
require a written ballot for any vote, and further provided that all elections
for directors must be by written ballot upon demand made by a stockholder at
any election and before the voting begins.

     Unless otherwise provided in the Certificate of Incorporation each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power
held by such stockholder.

     SECTION 2.8 Proxies. Each stockholder entitled to vote at a meeting of
stockholders may authorize in writing another person or persons to act for such
holder by proxy, but no proxy shall be voted or acted upon after three years
from its date, unless the person executing the proxy specifies therein the
period of time for which it is to continue in force.

     SECTION 2.9 Inspectors of Election. The Corporation shall, in advance of
any meeting of stockholders, appoint one or more inspectors to act at the
meeting and make a written report thereof. The Corporation or the Chairman of
the meeting shall appoint one or more alternate inspectors to replace any
inspector who fails to act. Each inspector, before undertaking his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall ascertain the number of shares outstanding and
the voting power of each, determine the shares represented at the meeting and
the validity of the proxies and ballots, count all votes and ballots, determine
and retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors and certify their
determination of the number of shares represented at the meeting and their
count of all votes and ballots. Each inspector shall perform his or her duties
and shall make all determinations in accordance with the Delaware General
Corporation Law including, without limitation, Section 231 of the Delaware
General Corporation Law.

     The date and time of the opening and closing of the polls for each matter
upon which the stockholders will vote at a meeting shall be announced at the
meeting. No ballot, proxies or votes, nor revocations thereof or changes
thereto, shall be accepted by the inspectors after the closing of the polls
unless the Court of Chancery upon application by a stockholder shall determine
otherwise.

     The appointment of inspectors of election shall be in the discretion of
the Board except that so long as the Corporation has a class of voting stock
that is (i) listed on a national securities exchange, (ii) authorized for
quotation on an interdealer quotation system of a registered national
securities association, or (iii) held of record by more than 2,000
stockholders, appointment of inspectors shall be obligatory.





                                       3
<PAGE>   5

                                  ARTICLE III
                                   DIRECTORS

     SECTION 3.1 Powers. The Board shall have the power to manage or direct the
management of the property, business and affairs of the Corporation, and except
as expressly limited by law, to exercise all of its corporate powers. The Board
may establish procedures and rules, or may authorize the Chairman of any
meeting of stockholders to establish procedures and rules, for the fair and
orderly conduct of any meeting including, without limitation, registration of
the stockholders attending the meeting, adoption of an agenda, establishing the
order of business at the meeting, recessing and adjourning the meeting for the
purposes of tabulating any votes and receiving the results thereof, the timing
of the opening and closing of the polls, and the physical layout of the
facilities for the meeting.

     SECTION 3.2 Number, Election and Tenure. The Board shall initially consist
of eight members. Thereafter, the number of directors shall be fixed or altered
exclusively by resolutions adopted by the Board. The directors shall be divided
into three classes as nearly equal in number as possible, designated Class I,
Class II and Class III. The initial term of office of Class I directors shall
expire at the 1996 annual meeting of stockholders; of Class II directors at the
1997 annual meeting of stockholders; and of Class III directors at the 1998
annual meeting stockholders. At each annual meeting of stockholders, successors
to the class of directors whose terms of office expire in that year shall be
elected to hold office for a term of three (3) years. Each director shall hold
office until his successor is elected and qualified or until his earlier
resignation. No decrease in the number of directors shall shorten the term of
any incumbent director.

     SECTION 3.3 Intentionally omitted.

     SECTION 3.4 Meetings. The Board may hold meetings, both regular and
special, either within or outside the State of Delaware.

     SECTION 3.5 Annual Meeting. The Board shall meet as soon as practicable 
after each annual election of directors.

     SECTION 3.6 Regular Meetings. Regular meetings of the Board shall be held
without call or notice at such time and place as shall from time to time be
determined by resolution of the Board.

     SECTION 3.7 Special Meetings. Special meetings of the Board may be called
at any time, and for any purpose permitted by law, by the Chairman of the
Board, or by the Secretary on the written request of any two members of the
Board unless the Board consists of only one director in which case the special
meeting shall be called on the written request of the sole director, which
meetings shall be held at the time and place designated by the person or
persons calling the meeting. Notice of the time, place and purpose of any such
meeting shall be given to the directors by the Secretary, or in case of the
Secretary's absence, refusal or inability to act, by any other officer. Any
such notice may be given by mail, by telegraph, by telephone, by personal
service, or by any combination thereof as to different directors. If the notice
is by mail, then it shall be deposited in a United States Post Office at least
seventy-two hours before the time of the meeting; if by telegraph, by deposit
of the message with the telegraph company at least twenty-four hours before the
time of the meeting; if by telephone or by personal service, communicated or
delivered at least twenty-four hours before the time of the meeting.

     SECTION 3.8 Quorum. At all meetings of the Board, a majority of the whole
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the affirmative vote of a majority of the whole
Board shall be necessary to constitute the act of the Board, regardless of the
number of directors present at the meeting at which such matter is voted upon.
For all purposes herein, the phrase "whole Board" and the phrase "total
number of directors" shall mean the total number of directors that the
Corporation would have if there were no vacancies. Any meeting of the Board may
be adjourned to meet again at a stated day and hour. Even though a quorum is
not present, as required in this Section, a majority of the directors present
at any meeting of the Board, either regular or special, may adjourn from time
to time until a quorum is present. Notice of any adjourned meeting need not be
given.





                                       4
<PAGE>   6
     SECTION 3.9 Fees and Compensation. Each director and each member of a
committee of the Board shall receive such fees and reimbursement of expenses
incurred on behalf of the Corporation or in attending meetings as the Board may
from time to time determine. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.

     SECTION 3.10 Meetings by Telephonic Communication. Members of the Board or
any committee thereof may participate in a regular or special meeting of such
Board or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this Section shall
constitute presence in person at such meeting.

     SECTION 3.11 Committees. The Board may designate committees, each
committee to consist of one or more of the directors of the Corporation.  Any
such committee, to the extent provided in the resolution of the Board, shall
have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers that may require it.
Any executive committee of the Board may act only with the unanimous consent or
approval of all of its members; any committee of the Board with the authority
to fill vacancies on the Board, including any newly created directorship, or to
nominate persons for election as directors pursuant to Section 3.13 hereof may
act by the majority vote of the members of such committee then in office; and
any other committees of the Board may act only by the affirmative vote of a
majority of the authorized number of members of such committee, regardless of
the number of members present at the meeting at which such matter is voted upon
and irrespective of whether vacancies exist on such committee at the time of
such vote.  Notwithstanding  the foregoing, no committee of the Board shall
have the power or authority in reference to: (a) amending the Certificate of
Incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board as provided in Section 151(a) of the Delaware General Corporation
Law fix the designations and any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the Corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series); (b) adopting an agreement of merger or consolidation under Section
251 or 252 of the Delaware General Corporation Law; (c) recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets; (d) recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution; or (e)
amending the Bylaws of the Corporation. Unless the resolution appointing such
committee or the Certificate of Incorporation expressly so provides, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger pursuant to Section 253 of the Delaware General Corporation Law. Each
committee shall have such name as may be determined from time to time by
resolution adopted by the Board. Each committee shall keep minutes of its
meetings and report to the Board when required.

     SECTION 3.12 Action Without Meetings. Unless otherwise restricted by
applicable law or by the Certificate of Incorporation or by these Bylaws, any
action required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting if all members of the Board or
of such committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of the Board
or committee.

     SECTION 3.13 Filling of Vacancies.  Any vacancy on the Board, including
any newly created directorship resulting from an increase in the number of
directors, or any nominee for election as a director at a meeting of the
stockholders, may be filled or nominated by the stockholders of this
Corporation, by a majority of the whole Board or by a duly constituted
committee of the Board so authorized.  The member or members of any committee
of the Board authorized to fill vacancies on the Board, or to nominate persons
for election as directors at a meeting of the stockholders, as set forth in the
immediately preceding sentence that are present at any meeting and not
disqualified from voting, whether or





                                       5
<PAGE>   7
not he/she or they constitute a quorum, may unanimously appoint another member
of the Board to act at the meeting in the place of any absent or disqualified
member of such committee.


                                   ARTICLE IV
                                    OFFICERS

     SECTION 4.1 Appointment and Salaries. The senior officers of the
Corporation shall be appointed by the Board and shall be a Chairman of the
Board and Chief Executive Officer ("Chairman/CEO"), a President
("President"), a Chief Operating Officer, a Treasurer and a Chief Financial
Officer. The Board may also appoint such other officers as it deems necessary
or appropriate. The Chairman/CEO may appoint one or more Vice Presidents, a
Secretary and such other officers (including assistant secretaries and
financial officers) as the Board or the Chairman/CEO may deem necessary or
desirable. The President and the Chief Operating Officer may each appoint
officers in their respective areas of responsibility, subject to approval by
the Board or by the Chairman/CEO. The senior officers shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board. Each other officer appointed by
the Chairman/CEO, the President or the Chief Operating Officer shall hold
office for such term and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board, by the Chairman/CEO or by
the officer making such appointment. The Board shall fix the salaries of all
officers appointed by it. Unless prohibited by applicable law or by the
Certificate of Incorporation or by these Bylaws, one person may be elected or
appointed to serve in more than one official capacity. Any vacancy occurring in
any senior office of the Corporation may be filled only by the Board.

     SECTION 4.2 Removal and Resignation. Any officer may be removed, either
with or without cause, by the Board or, in the case of an officer other than a
senior officer, by the Board or the Chairman/CEO. Any officer may resign at any
time by giving notice to the Board, the Chairman/CEO or Secretary. Any such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein and, unless otherwise specified in such notice,
the acceptance of the resignation shall not be necessary to make it effective.

     SECTION 4.3 Chairman/CEO. The Chairman/CEO shall (i) if present, preside
at all meetings of the stockholders and of the Board; (ii) be the chief
executive officer of the Corporation with the powers of general manager; (iii)
have supervising authority over and may exercise general executive powers
concerning all of the operations and business of the Corporation, with the
authority from time to time to delegate to other officers such executive and
other powers and duties as he or she may deem advisable; and (iv) have such
other powers and duties as may from time to time be assigned to him or her by
the Board.

     SECTION 4.4 President. In the absence of the Chairman/CEO, the President
of the Corporation shall, if present, preside at all meetings of the
stockholders. Subject to the powers of the Chairman/CEO, the President shall
be the principal officer of the Corporation and shall have the authority over
such areas of responsibility as the Board may from time to time prescribe.

     SECTION 4.5 Chief Operating Officer. Subject to the powers of the
Chairman/CEO, the Chief Operating Officer shall be the principal officer in
charge of the operations of the Corporation other than those areas of
responsibility as the Board may from time to time assign to the President.

     SECTION 4.6 Vice President. In the absence of the President, or in the
event of the President's inability or refusal to act, the Vice President, if
any, (or if there be more than one Vice President, the Vice Presidents in the
order of their rank or, if of equal rank, then in the order designated by the
Board or, in the absence of any designation, then in the order of their
appointment) shall perform the duties of the President and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The rank of Vice Presidents in descending order shall be Executive
Vice President, Senior Vice President and Vice President. The Vice Presidents
shall perform such other duties and have such other powers as the Board or the
officer appointing any such Vice President may from time to time prescribe.





                                       6
<PAGE>   8
     SECTION 4.7 Secretary and Assistant Secretary. The Secretary shall attend
all meetings of the Board (unless the Board shall otherwise determine) and all
meetings of the stockholders and record all the proceedings of the meetings of
the Corporation and of the Board in a book to be kept for that purpose and
shall perform like duties for the committees when required. The Secretary shall
give, or cause to be given, notice of all meetings of stockholders and special
meetings of the Board. The Secretary shall have custody of the corporate seal
of the Corporation and shall (as well as any Assistant Secretary) have
authority to affix the same to any instrument requiring it and to attest it.
The Secretary shall perform such other duties and have such other powers as the
Board or the Chairman/CEO may from time to time prescribe.

     SECTION 4.8 Chief Financial Officer. Subject to the powers of the
Chairman/CEO, the Chief Financial Officer shall be the principal officer in
charge of the financial affairs of the Corporation and shall perform such other
duties and have such other powers as the Board or the Chairman/CEO may from
time to time prescribe.

     SECTION 4.9 Treasurer. Subject to the powers of the Chief Financial
Officer, the Treasurer shall have custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation and shall deposit all monies and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board. Subject to the powers of the
Chief Financial Officer, the Treasurer may disburse the funds of the
Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Board at its regular meetings, or when
the Board so requires, an account of transactions and of the financial
condition of the Corporation. The Treasurer shall perform such other duties and
have such other powers as the Board or the Chairman/CEO may from time to time
prescribe.

     If required by the Board and at the expense of the Corporation, the Chief
Financial Officer, the Treasurer, and the Assistant Treasurer, if any, shall
give the Corporation a bond (which shall be renewed at such times as specified
by the Board) in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of such
person's office and for the restoration to the Corporation, in case of such
person's death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in such person's
possession or under such person's control belonging to the Corporation.

     SECTION 4.10 Assistant Officers. An assistant officer shall, in the
absence of the officer to whom such person is an assistant or in the event of
such officer's inability or refusal to act (or, if there be more than one such
assistant officer, the assistant officers in the order designated by the Board,
in the absence of any designation, then in the order of their appointment),
perform the duties and exercise the powers of such officer. An assistant
officer shall perform such other duties and have such other powers as the Board
or the officer appointing any such assistant officer may from time to time
prescribe.


                                   ARTICLE V
                                      SEAL

     It shall not be necessary to the validity of any instrument executed by
any authorized officer or officers of the Corporation that the execution of
such instrument be evidenced by the corporate seal, and all documents,
instruments, contracts and writings of all kinds signed on behalf of the
Corporation by any authorized officer or officers shall be as effectual and
binding on the Corporation without the corporate seal, as if the execution of
the same had been evidenced by affixing the corporate seal thereto. The Board
may give general authority to any officer to affix the seal of the Corporation
and to attest the affixing by signature.





                                       7
<PAGE>   9
                                   ARTICLE VI
                           FORM OF STOCK CERTIFICATE

     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 or
Vice-Chairman of the Board of Directors, if any, or by the President or a
Vice-President, and by the Treasurer or a Financial Officer, or the Secretary
or an Assistant Secretary certifying the number of shares owned the
Corporation. Any or all of the signatures on the certificate may be a facsimile
signature. If any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if such person were
such officer, transfer agent or registrar at the date of the issuance.

     If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences or rights shall be set forth in full or
summarized on the face or back of the certificate that the Corporation shall
issue to represent such class or series of stock. Except as otherwise provided
in Section 202 of the General Corporation Law of Delaware, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate a statement that the Corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences or rights.


                                  ARTICLE VII
                 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

     Any and all shares of any other corporation or corporations standing in
the name of the Corporation shall be voted, and all rights incident thereto
shall be represented and exercised on behalf of the Corporation, as follows:
(i) as the Board of the Corporation may determine from time to time, or (ii) in
the absence of such determination, by the Chairman of the Board, or (iii) if
the Chairman of the Board shall not vote or otherwise act with respect to the
shares, by the President. The foregoing authority may be exercised either by
any such officer in person or by any other person authorized so to do by proxy
or power of attorney duly executed by said officer.


                                  ARTICLE VIII
                               TRANSFERS OF STOCK

     Upon surrender of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.


                                   ARTICLE IX
                     LOST, STOLEN OR DESTROYED CERTIFICATES

     The Board may direct a new certificate or certificates be issued in place
of any certificate theretofore issued alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of the fact by the person claiming
the certificate to be lost, stolen or destroyed. When authorizing such issue of
a new certificate, the Board may, in its discretion and as a condition
precedent to the issuance, require the owner of such certificate or
certificates, or such person's legal representative, to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the lost, stolen or destroyed
certificate.





                                       8
<PAGE>   10
                                   ARTICLE X
                                  RECORD DATE

     The Board may fix in advance a date, which shall not be more than sixty
days nor less than ten days preceding the date of any meeting of stockholders,
nor more than 60 days prior to any other action, as a record date for the
determination of stockholders entitled to notice of or to vote at any such
meeting and any adjournment thereof, or to express consent to corporate action
in writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise the
rights in respect of any change, conversion or exchange of stock, and in such
case such stockholders, and only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights,
or to give such consent, as the case may be, notwithstanding any transfer of
any stock on the books of the Corporation after any such record date fixed as
aforesaid.


                                   ARTICLE XI
                            REGISTERED STOCKHOLDERS

     The Corporation shall be entitled to treat the holder of record of any
share or shares of stock of the Corporation as the holder in fact thereof and
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person, whether or not it shall have
express or other notice thereof, except as expressly provided by applicable
law.


                                  ARTICLE XII
                                  FISCAL YEAR

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


                                  ARTICLE XIII
                                   AMENDMENTS

     Subject to any contrary or limiting provisions contained in the
Certificate of Incorporation, these Bylaws may be amended or repealed, or new
Bylaws may be adopted (a) by the affirmative vote of the holders of at least a
majority of the Common Stock of the Corporation, or (b) by the affirmative vote
of the majority of the whole Board at any regular or special meeting. Any
Bylaws adopted or amended by the stockholders may be amended or repealed by the
Board or the stockholders.


                                  ARTICLE XIV
                                   DIVIDENDS

     SECTION 14.1 Declaration. Dividends on the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board at any regular or special meeting, pursuant
to law, and may be paid in cash, in property or in shares of capital stock.

     SECTION 14.2 Set Aside Funds. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends such sums
as the directors from time to time, in their absolute discretion, think





                                       9
<PAGE>   11
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall determine to be in the best
interest of the Corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.


                                   ARTICLE XV
                         INDEMNIFICATION AND INSURANCE

     SECTION 15.1 Right to Indemnification. Each person who was or is 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 or
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 employee benefit plans, whether the basis of such proceeding is
alleged action or inaction in an official capacity 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 permitted by the
laws of the State of Delaware, as the same exist or may hereafter be amended,
against all costs, charges, expenses, liabilities and losses (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith, and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his or her heirs, executors and administrators;
provided, however, that the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board. The right to indemnification conferred in this Article shall be a
contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director of officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise. The Corporation may, by action of the Board, provide indemnification
to employees and agents of the Corporation with the same scope and effect as
the foregoing indemnification of directors and officers.

     SECTION 15.2 Right of Claimant to Bring Suit. If a claim under Section
15.1 of this Article is not paid in full by the Corporation within thirty days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim. 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 is required, has been
tendered to the Corporation ) that the claimant has failed to meet a standard
of conduct which makes it permissible under Delaware law for the Corporation to
indemnify the claimant for the amount claimed. Neither the failure of the
Corporation (including its Board, 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 such standard of conduct, nor an actual determination
by the Corporation (including its Board, independent legal counsel, or its
stockholders) that the claimant has not met such standard of conduct, shall be
a defense to the action or create a presumption that the claimant has failed to
meet such standard of conduct.

     SECTION 15.3 Non-Exclusivity of Rights. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article 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, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.





                                       10
<PAGE>   12
     SECTION 15.4 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 such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under Delaware law.

     SECTION 15.5 Expenses as a Witness. To the extent that any director,
officer, employee or agent of the Corporation, is by reason of such position,
or a position with another entity at the request of the Corporation, a witness
in any action, suit or proceeding, he or she shall be indemnified against all
costs and expenses actually and reasonably incurred by him or her or on his or
her behalf in connection therewith.

     SECTION 15.6 Indemnity Agreements. The Corporation may enter into
agreements with any director, officer, employee or agent of the Corporation
providing for indemnification to the full extent permitted by Delaware law.





                                       11