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                                 EXHIBIT 3.2

                                    BYLAWS
                                      OF
                           DIAMETRICS MEDICAL, INC.


                                  ARTICLE I.
                            OFFICES, CORPORATE SEAL

          Section 1.01.  Registered Office.  The registered office of the
                         -----------------
corporation in Minnesota shall be that set forth in the articles of
incorporation or in the most recent amendment of the articles of incorporation
or resolution of the directors filed with the secretary of state of Minnesota
changing the registered office.

          Section 1.02.  Other Offices.  The corporation may have such other
                         -------------
offices, within or without the state of Minnesota, as the directors shall, from
time to time, determine.

          Section 1.03.  Corporate Seal.  The corporation shall have no seal.
                         --------------

                                  ARTICLE II.
                           MEETINGS OF SHAREHOLDERS

          Section 2.01.  Place and Time of Meetings.  Except as provided
                         --------------------------
otherwise by the Minnesota Business Corporation Act, meetings of the
shareholders may be held at any place, within or without the state of Minnesota,
as may from time to time be designated by the directors.

          Section 2.02.  Regular Meetings.
                         ----------------

          (a)  A regular meeting of the shareholders shall be held on such date
as the board of directors shall by resolution establish.

          (b)  At a regular meeting, the shareholders, voting as provided in the
articles of incorporation and these bylaws, shall elect qualified successors for
directors who serve for an indefinite term or whose terms have expired or are
due to expire within six months after the date of the meeting and shall transact
such other business as may properly come before them.

          (c)  To be properly brought before a regular meeting of shareholders,
business must be either (1) specified in the notice of the meeting, (2) directed
to be brought before the meeting by the board of directors or (3) proposed by a
shareholder in the manner herein provided. For business to be properly brought
before a regular meeting by a shareholder, the shareholder must give written
notice to the Secretary of the corporation so as to be received at the principal
executive offices of the corporation not later than the close of business on the
15th day following the day on which the notice of the regular meeting was mailed
to shareholders. Such notice
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shall set forth (1) a brief description of the business desired to be brought
before the regular meeting and the reasons for conducting such business, (2) the
name and record address of the shareholder proposing such business, (3) the
class and number of shares of the corporation beneficially owned by the
shareholder and (4) any material interest of the shareholder in such business.

          Section 2.03.  Special Meetings.  Special meetings of the shareholders
                         ----------------
may be held at any time and for any purpose and may be called by the Chief
Executive Officer, the Chief Financial Officer, two or more directors or by a
shareholder or shareholders holding 10% or more of the voting power of all
shares entitled to vote, except that a special meeting for the purpose of
considering any action to directly or indirectly facilitate or affect a business
combination, including any action to change or otherwise affect the composition
of the board of directors for that purpose, must be called by 25% or more of the
voting power of all shares entitled to vote.  A shareholder or shareholders
holding the requisite percentage of the voting power of all shares entitled to
vote may demand a special meeting of the shareholders by written notice of
demand given to the Chief Executive Officer or Chief Financial Officer of the
corporation and containing the purposes of the meeting.  Within 30 days after
receipt of demand by one of those officers, the board of directors shall cause a
special meeting of shareholders to be called and held on notice no later than 90
days after receipt of the demand, at the expense of the corporation.  Special
meetings shall be held on the date and at the time and place fixed by the Chief
Executive Officer or the board of directors, except that a special meeting
called by or at demand of a shareholder or shareholders shall be held in the
county where the principal executive office is located.  The business transacted
at a special meeting shall be limited to the purposes as stated in the notice of
the meeting.

          Section 2.04.  Quorum, Adjourned Meetings.  The holders of a majority
                         --------------------------
of the shares entitled to vote shall constitute a quorum for the transaction of
business at any regular or special meeting.  In case a quorum shall not be
present at a meeting, the meeting may be adjourned from time to time without
notice other than announcement at the time of adjournment of the date, time and
place of the adjourned meeting.  If a quorum is present, a meeting may be
adjourned from time to time without notice other than announcement at the time
of adjournment of the date, time and place of the adjourned meeting.  At
adjourned meetings at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally noticed.  If a
quorum is present when a meeting is convened, the shareholders present may
continue to transact business until adjournment notwithstanding the withdrawal
of enough shareholders originally present to leave less than a quorum.

          Section 2.05.  Voting.  At each meeting of the shareholders, every
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shareholder having the right to vote shall be entitled to vote either in person
or by

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proxy.  Each shareholder, unless the articles of incorporation or statutes
provide otherwise, shall have one vote for each share having voting power
registered in such shareholder's name on the books of the corporation.  Jointly
owned shares may be voted by any joint owner unless the corporation receives
written notice from any one of them denying the authority of that person to vote
those shares.  Upon the demand of any shareholder, the vote upon any question
before the meeting shall be by ballot.  All questions shall be decided by a
majority vote of the number of shares entitled to vote and represented at the
meeting at the time of the vote except if otherwise required by statute, the
articles of incorporation, or these bylaws.

          Section 2.06.  Record Date.  The board of directors may fix a date,
                         -----------
not exceeding 60 days preceding the date of any meeting of shareholders, as a
record date for the determination of the shareholders entitled to notice of, and
to vote at, such meeting, notwithstanding any transfer of shares on the books of
the corporation after any record date so fixed.  If the board of directors fails
to fix a record date for determination of the shareholders entitled to notice
of, and to vote at, any meeting of shareholders, the record date shall be the
20th day preceding the date of such meeting.

          Section 2.07.  Notice of Meetings.  There shall be mailed to each
                         ------------------
shareholder, shown by the books of the corporation to be a holder of record of
voting shares, at his address as shown by the books of the corporation, a notice
setting out the date, time and place of each regular meeting and each special
meeting, except where the meeting is an adjourned meeting and the date, time and
place of the meeting were announced at the time of adjournment, which notice
shall be mailed at least five days prior thereto.  Every notice of any special
meeting called pursuant to section 2.03 hereof shall state the purpose or
purposes for which the meeting has been called, and the business transacted at
all special meetings shall be confined to the purposes stated in the notice.

          Section 2.08.  Waiver of Notice.  Notice of any regular or special
                         ----------------
meeting may be waived by any shareholder either before, at or after such meeting
orally or in writing signed by such shareholder or a representative entitled to
vote the shares of such shareholder.  A shareholder, by his attendance at any
meeting of shareholders, shall be deemed to have waived notice of such meeting,
except where the shareholder objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened,
or objects before a vote on an item of business because the item may not
lawfully be considered at that meeting and does not participate in the
consideration of the item at that meeting.

          Section 2.09.  Conduct of Meetings.  The presiding officer at each
                         -------------------
meeting of shareholders shall conclusively determine the order of business, all
matters of procedure and whether or not a proposal is proper business to be

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transacted at the meeting and has been properly brought before the meeting.
Following completion of the business of the meeting as determined by the
presiding officer, the presiding officer shall have the exclusive authority and
power to adjourn the meeting.

          Section 2.10.  Nomination of Directors.  Only persons nominated in
                         -----------------------
accordance with the following procedures shall be eligible for election by
shareholders as directors.  Nominations of persons for election as directors may
be made at a meeting of shareholders called for the purpose of electing
directors (a) by or at the direction of the board of directors or (b) by any
shareholder in the manner herein provided.  For a nomination to be properly made
by a shareholder, the shareholder must give written notice to the Secretary of
the corporation so as to be received at the principal executive offices of the
corporation not later than the close of business on the fifteenth day following
the day on which the notice of the meeting of shareholders was mailed to
shareholders.  Such notice shall set forth (a) as to each person the shareholder
proposes to nominate (1) the name, age, business address and residence address
of the person, (2) the principal occupation or employment of the person, (3) the
class and number of shares of the corporation's capital stock beneficially owned
by the person and (4) any other information required to be disclosed in
solicitations of proxies for election of directors pursuant to Regulation 14A
under the Securities Exchange Act of 1934; and (b) as to the shareholder giving
the notice (1) the name and record address of the shareholder and (2) the class
and number of shares of the corporation beneficially owned by the shareholder.

                                 ARTICLE III.
                                   DIRECTORS

          Section 3.01.  General Powers.  The business and affairs of the
                         --------------
corporation shall be managed by or under the authority of the board of
directors, except as otherwise permitted by statute.

          Section 3.02.  Number, Qualification and Term of Office.  The board
                         ----------------------------------------
shall consist of one or more directors.  The number of directors shall be fixed
by resolution of the board of directors and thereafter shall be increased or
decreased from time to time by resolution of the board of directors or the
shareholders.  Directors need not be shareholders.  Each of the directors shall
hold office until the regular meeting of shareholders next held after such
director's election and until such director's successor shall have been elected
and shall qualify, or until the earlier death, resignation, removal, or
disqualification of such director.

          Section 3.03.  Board Meetings.  Meetings of the board of directors may
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be held from time to time at such time and place within or without the state of
Minnesota as may be designated in the notice of such meeting.

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          Section 3.04.  Calling Meetings; Notice.  Meetings of the board of
                         ------------------------
directors may be called by the Chairman of the Board and/or the Chief Executive
Officer by giving at least twenty-four hours' notice, or by any other director
by giving at least five days' notice, of the date, time and place thereof to
each director by mail, telephone, telegram or in person.  If the day or date,
time and place of a meeting of the board of directors has been announced at a
previous meeting of the board, no notice is required.  Notice of an adjourned
meeting of the board of directors need not be given other than by announcement
at the meeting at which adjournment is taken.

          Section 3.05.  Waiver of Notice.  Notice of any meeting of the board
                         ----------------
of directors may be waived by any director either before, at, or after such
meeting orally or in a writing signed by such director.  A director, by his
attendance at any meeting of the board of directors, shall be deemed to have
waived notice of such meeting, except where the director objects at the
beginning of the meeting to the transaction of business because the meeting is
not lawfully called or convened and does not participate thereafter in the
meeting.

          Section 3.06.  Quorum.  A majority of the directors holding office
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immediately prior to a meeting of the board of directors shall constitute a
quorum for the transaction of business at such meeting.

          Section 3.07.  Absent Directors.  A director may give advance written
                         ----------------
consent or opposition to a proposal to be acted on at a meeting of the board of
directors.  If such director is not present at the meeting, consent or
opposition to a proposal does not constitute presence for purposes of
determining the existence of a quorum, but consent or opposition shall be
counted as a vote in favor of or against the proposal and shall be entered in
the minutes or other record of action at the meeting, if the proposal acted on
at the meeting is substantially the same or has substantially the same effect as
the proposal to which the director has consented or objected.

          Section 3.08.  Conference Communications.  Any or all directors may
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participate in any meeting of the board of directors, or of any duly constituted
committee thereof, by any means of communication through which the directors may
simultaneously hear each other during such meeting.  For the purposes of
establishing a quorum and taking any action at the meeting, such directors
participating pursuant to this section 3.08 shall be deemed present in person at
the meeting; and the place of the meeting shall be the place of origination of
the conference telephone conversation or other comparable communication
technique.

          Section 3.09.  Vacancies; Newly Created Directorships.  Vacancies on
                         --------------------------------------
the board of directors of this corporation occurring by reason of death,
resignation,

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removal or disqualification shall be filled for the unexpired term by a majority
of the remaining directors of the board although less than a quorum; newly
created directorships resulting from an increase in the authorized number of
directors by action of the board of directors as permitted by section 3.02 may
be filled by a majority vote of the directors serving at the time of such
increase; and each director elected pursuant to this section 3.09 shall be a
director until such director's successor is elected by the shareholders at their
next regular or special meeting.

          Section 3.10.  Removal.  Any or all of the directors may be removed
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from office at any time, with or without cause, by the affirmative vote of the
shareholders holding a majority of the shares entitled to vote at an election of
directors.  In the event that the entire board or any one or more directors be
so removed by the shareholders, new directors may be elected at the same
meeting.  A director named by the board of directors to fill a vacancy may be
removed from office at any time, with or without cause, by the affirmative vote
of the remaining directors if the shareholders have not elected directors in the
interim between the time of the appointment to fill such vacancy and the time of
the removal.

          Section 3.11.  Committees.  A resolution approved by the affirmative
                         ----------
vote of a majority of the board of directors may establish committees having the
authority of the board in the management of the business of the corporation to
the extent provided in the resolution.  A committee shall consist of one or more
persons, who need not be directors, appointed by affirmative vote of a majority
of the directors present.  Committees are subject to the direction and control
of, and vacancies in the membership thereof shall be filled by, the board of
directors.  A majority of the members of the committee present at a meeting is a
quorum for the transaction of business.

          Section 3.12.  Written Action.  Any action which might be taken at a
                         --------------
meeting of the board of directors, or any duly constituted committee thereof,
may be taken without a meeting if done in writing and signed by all of the
directors or committee members, unless the articles provide otherwise and the
action need not be approved by the shareholders.

          Section 3.13.  Compensation.  Directors who are not salaried officers
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of this corporation shall receive such fixed sum per meeting attended or such
fixed annual sum as shall be determined, from time to time, by resolution of the
board of directors.  The board of directors may, by resolution, provide that all
directors shall receive their expenses, if any, of attendance at meetings of the
board of directors or any committee thereof.  Nothing herein contained shall be
construed to preclude any director from serving this corporation in any other
capacity and receiving proper compensation therefor.

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                                  ARTICLE IV.
                                   OFFICERS

          Section 4.01.  Number and Designation.  The corporation shall have one
                         ----------------------
or more natural persons exercising the functions of the offices of Chief
Executive Officer and Chief Financial Officer.  The board of directors may elect
or appoint such other officers or agents as it deems necessary for the operation
and management of the corporation, with such powers, rights, duties, and
responsibilities as may be determined by the board of directors, including,
without limitation, Chairman of the Board, a President, one or more Vice
Presidents, a Secretary, a Treasurer and such assistant officers or other
officers as may from time to time be elected or appointed by the board of
directors.  Each such officer shall have the powers, rights, duties and
responsibilities set forth in these bylaws unless otherwise determined by the
board of directors.  Any number of offices may be held by the same person.

          Section 4.02.  Chief Executive Officer.  Unless provided otherwise by
                         -----------------------
a resolution adopted by the board of directors, the Chief Executive Officer: (a)
shall have general active management of the business of the corporation; (b)
shall, when present, preside at all meetings of the shareholders; (c) shall see
that all orders and resolutions of the board of directors are carried into
effect; (d) shall sign and deliver in the name of the corporation any deeds,
mortgages, bonds, contracts or other instruments pertaining to the business of
the corporation, except in cases in which the authority to sign and deliver is
required by law to be exercised by another person or is expressly delegated by
these bylaws or the board of directors to some other officer or agent of the
corporation; and (e) shall perform such other duties as from time to time may be
assigned by the board of directors.

          Section 4.03.  Chief Financial Officer.  Unless provided otherwise by
                         -----------------------
a resolution adopted by the board of directors, the Chief Financial Officer: (a)
shall cause to be kept accurate financial records for the corporation; (b) shall
cause to be deposited all monies, drafts and checks in the name of and to the
credit of the corporation in such banks and depositories as the board of
directors shall designate from time to time; (c) shall cause to be endorsed for
deposit all notes, checks and drafts received by the corporation as ordered by
the board of directors, making proper vouchers therefor; (d) shall cause to be
disbursed corporate funds and shall cause to be issued checks and drafts in the
name of the corporation, as ordered by the board of directors; (e) shall render
to the Chief Executive Officer and the board of directors, whenever requested,
an account of all the transactions as Chief Financial Officer and of the
financial condition of the corporation; and (f) shall perform such other duties
as may be prescribed by the board of directors or the Chief Executive Officer
from time to time.

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          Section 4.04.  Chairman of the Board.  The Chairman of the Board, if
                         ---------------------
one is elected, shall preside at all meetings of the directors and shall have
such other duties as may be prescribed, from time to time, by the board of
directors.

          Section 4.05.  President.  Unless otherwise determined by the board of
                         ---------
directors, the President shall be the Chief Executive Officer of the
corporation. If an officer other than the President is designated Chief
Executive Officer, the President shall perform such duties as may from time to
time be assigned by the board of directors.

          Section 4.06.  Vice President.  Each Vice President shall perform such
                         --------------
duties as may be prescribed from time to time by these bylaws or by the board of
directors.

          Section 4.07.  Secretary.  Unless provided otherwise by a resolution
                         ---------
adopted by the board of directors, the Secretary: (a) shall attend all meetings
of the shareholders and board of directors, and shall record all the proceedings
of such meetings in the minute book of the corporation; (b) shall give proper
notice of meetings of shareholders and board of directors and other notices
required by law or these bylaws; and (c) shall perform such other duties as from
time to time may be assigned by the board of directors.

          Section 4.08.  Treasurer.  Unless otherwise determined by the board of
                         ---------
directors, the Treasurer shall be the Chief Financial Officer of the
corporation.  If an officer other than the Treasurer is designated Chief
Financial Officer, the Treasurer shall perform such duties as may from time to
time be assigned by the board of directors.

          Section 4.09.  Authority and Duties.  In addition to the foregoing
                         --------------------
authority and duties, all officers of the corporation shall respectively have
such authority and perform such duties in the management of the business of the
corporation as may be determined from time to time by the board of directors.
Unless prohibited by a resolution of the board of directors, an officer elected
or appointed by the board of directors may, without specific approval of the
board of directors, delegate some or all of the duties and powers of an office
to other persons.

          Section 4.10.  Removal and Vacancies.  The board of directors may
                         ---------------------
remove any officer from office at any time, with or without cause, by a
resolution approved by the affirmative vote of a majority of the directors
present.  Such removal, however, shall be without prejudice to the contract
rights of the person so removed.  A vacancy in an office of the corporation by
reason of death, resignation, removal, disqualification, or otherwise may, or in
the case of a vacancy in the office of the Chief Executive Officer or Chief
Financial Officer shall, be filled for the unexpired term by the board of
directors.

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          Section 4.11.  Compensation.  The officers of this corporation shall
                         ------------
receive such compensation for their services as may be determined by or in
accordance with resolutions of the board of directors or by one or more
committees to the extent so authorized from time to time by the board of
directors.

                                  ARTICLE V.
                           SHARES AND THEIR TRANSFER

          Section 5.01.  Certificates for Shares.  All shares of the corporation
                         -----------------------
shall be certificated shares.  Each holder of shares of the corporation shall be
entitled to a certificate for shares in such form as the board of directors may,
from time to time, approve.  Certificates shall be signed by an authorized
representative of the corporation's transfer agent.  A certificate representing
shares of this corporation shall contain on its face the information required by
the Minnesota Business Corporation Act, section 302A.417.  A certificate
representing shares issued by this corporation shall set forth upon the face or
back of the certificate, or shall state that the corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designations, preferences, limitations and relative rights of the shares of each
class or series authorized to be issued, so far as they have been determined,
and the authority of the board to determine relative rights and preferences of
subsequent classes or series.

          Section 5.02.  Issuance of Shares.  The board of directors is
                         ------------------
authorized to cause to be issued shares of the corporation up to the full amount
authorized by the articles of incorporation in such amounts as may be determined
by the board of directors and as may be permitted by law.  Shares may be issued
for any consideration, including, without limitation, in consideration of cash
or other property, tangible or intangible, received or to be received by the
corporation under a written agreement or of services rendered or to be rendered
to the corporation under a written agreement.  At the time of approval of the
issuance of shares, the board of directors shall state, by resolution, its
determination of the fair value to the corporation in monetary terms of any
consideration other than cash for which shares are to be issued.

          Section 5.03.  Transfer of Shares.  Transfer of shares on the books of
                         ------------------
the corporation may be authorized only by the shareholder named in the
certificate, or the shareholder's legal representative, or the shareholder's
duly authorized attorney-in-fact, and upon surrender of the certificate or the
certificates for such shares.  The corporation may treat as the absolute owner
of shares of the corporation, the person or persons in whose name shares are
registered on the books of the corporation.

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          Section 5.04.  Loss of Certificates.  Except as otherwise provided by
                         --------------------
the Minnesota Business Corporation Act, section 302A.419, any shareholder
claiming a certificate for shares to be lost, stolen, or destroyed shall make an
affidavit of that fact in such form as the board of directors and/or the
corporation's transfer agent shall require and shall, if the board of directors
and/or the corporation's transfer agent so requires, give the corporation and/or
the corporation's transfer agent a bond of indemnity in form, in an amount, and
with one or more sureties satisfactory to the board of directors and/or the
corporation's transfer agent, to indemnify the corporation and/or the
corporation's transfer agent against any claim which may be made against it on
account of the reissue of such certificate, whereupon a new certificate may be
issued in the same tenor and for the same number of shares as the one alleged to
have been lost, stolen or destroyed.

                                  ARTICLE VI.
                          DISTRIBUTIONS, RECORD DATE

          Section 6.01.  Distributions.  Subject to the provisions of the
                         -------------
articles of incorporation, of these bylaws, and of law, the board of directors
may authorize and cause the corporation to make distributions whenever, and in
such amounts or forms as, in its opinion, are deemed advisable.

          Section 6.02.  Record Date.  Subject to any provisions of the articles
                         -----------
of incorporation, the board of directors may fix a date not exceeding 120 days
preceding the date fixed for the payment of any distribution as the record date
for the determination of the shareholders entitled to receive payment of the
distribution and, in such case, only shareholders of record on the date so fixed
shall be entitled to receive payment of such distribution notwithstanding any
transfer of shares on the books of the corporation after the record date.

                                 ARTICLE VII.
                        BOOKS AND RECORDS, FISCAL YEAR

          Section 7.01.  Share Register.  The board of directors of the
                         --------------
corporation shall cause to be kept at its principal executive office, or at
another place or places within the United States determined by the board:

          (1)       a share register not more than one year old, containing the
                    names and addresses of the shareholders and the number and
                    classes of shares held by each shareholder; and

          (2)       a record of the dates on which certificates or transaction
                    statements representing shares were issued.

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          Section 7.02.  Other Books and Records.  The board of directors shall
                         -----------------------
cause to be kept at its principal executive office, or, if its principal
executive office is not in Minnesota, shall make available at its Minnesota
registered office within ten days after receipt by an officer of the corporation
of a written demand for them made by a shareholder or other person authorized by
the Minnesota Business Corporation Act, section 302A.461, originals or copies
of:

          (1)       records of all proceedings of shareholders for the last
                    three years;

          (2)       records of all proceedings of the board for the last three
                    years;

          (3)       its articles and all amendments currently in effect;

          (4)       its bylaws and all amendments currently in effect;

          (5)       financial statements required by the Minnesota Business
                    Corporation Act, section 302A.463 and the financial
                    statements for the most recent interim period prepared in
                    the course of the operation of the corporation for
                    distribution to the shareholders or to a governmental agency
                    as a matter of public record;

          (6)       reports made to shareholders generally within the last three
                    years;

          (7)       a statement of the names and usual business addresses of its
                    directors and principal officers; and

          (8)       any shareholder voting or control agreements of which the
                    corporation is aware.

          Section 7.03.  Fiscal Year.  The fiscal year of the corporation shall
                         -----------
be determined by the board of directors.

                                 ARTICLE VIII.
                         LOANS, GUARANTEES, SURETYSHIP

          Section 8.01.  The corporation may lend money to, guarantee an

obligation of, become a surety for, or otherwise financially assist a person if
the transaction, or a class of transactions to which the transaction belongs, is
approved by the affirmative vote of a majority of the directors present, and:

          (1)       is in the usual and regular course of business of the
                    corporation;

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          (2)       is with, or for the benefit of, a related corporation, an
                    organization in which the corporation has a financial
                    interest, an organization with which the corporation has a
                    business relationship, or an organization to which the
                    corporation has the power to make donations;

          (3)       is with, or for the benefit of, an officer or other employee
                    of the corporation or a subsidiary, including an officer or
                    employee who is a director of the corporation or a
                    subsidiary, and may reasonably be expected, in the judgment
                    of the board, to benefit the corporation; or

          (4)       has been approved by (a) the holders of two-thirds of the
                    voting power of the shares entitled to vote which are owned
                    by persons other than the interested person or persons, or
                    (b) the unanimous affirmative vote of the holders of all
                    outstanding shares whether or not entitled to vote.

Such loan, guarantee, surety contract or other financial assistance may be with
or without interest, and may be unsecured, or may be secured in the manner as a
majority of the directors present approve, including, without limitation, a
pledge of or other security interest in shares of the corporation.  Nothing in
this section shall be deemed to deny, limit or restrict the powers of guaranty,
surety or warranty of the corporation at common law or under a statute of the
state of Minnesota.

                                  ARTICLE IX.
                       INDEMNIFICATION OF CERTAIN PERSONS

          Section 9.01.  The corporation shall indemnify all officers and
directors of the corporation, for such expenses and liabilities, including the
advancement of reimbursement of expenses, in such manner, under such
circumstances and to such extent as permitted by Minnesota Business Corporation
Act section 302A.521, as now enacted or hereafter amended.  Unless otherwise
approved by the board of directors, the corporation shall not indemnify any
employee of the corporation who is not otherwise entitled to indemnification
pursuant to the prior sentence of this section 9.01.

                                  ARTICLE X.
                                  AMENDMENTS

          Section 10.01.  These bylaws may be amended or altered by a vote of
the majority of the whole board of directors at any meeting.  Such authority of
the board of directors is subject to the power of the shareholders, exercisable
in the manner provided in the Minnesota Business Corporation Act, section
302A.181, subd. 3, to

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adopt, amend, or repeal bylaws adopted, amended, or repealed by the board of
directors. The board of directors shall not in any case adopt, amend or repeal a
bylaw fixing a quorum for meetings of shareholders, prescribing procedures for
removing directors or filling vacancies in the board of directors, or fixing the
number of directors or their classifications, qualifications or terms of office,
but the board of directors may adopt or amend a bylaw to increase the number of
directors.

                                  ARTICLE XI.
                       SECURITIES OF OTHER CORPORATIONS

          Section 11.01.  Voting Securities Held by the Corporation.  Unless
                          -----------------------------------------
otherwise ordered by the board of directors, the Chief Executive Officer shall
have full power and authority on behalf of the corporation (a) to attend any
meeting of security holders of other corporations in which the corporation may
hold securities and to vote such securities on behalf of this corporation; (b)
to execute any proxy for such meeting on behalf of the corporation; or (c) to
execute a written action in lieu of a meeting of such other corporation on
behalf of this corporation.  At such meeting, the Chief Executive Officer shall
possess and may exercise any and all rights and powers incident to the ownership
of such securities that the corporation possesses.  The board of directors may,
from time to time, grant such power and authority to one or more other persons
and may remove such power and authority from the Chief Executive Officer or any
other person or persons.

          Section 11.02.  Purchase and Sale of Securities.  Unless otherwise
                          -------------------------------
ordered by the board of directors, the Chief Executive Officer shall have full
power and authority on behalf of the corporation to purchase, sell, transfer or
encumber any and all securities of any other corporation owned by the
corporation, and may execute and deliver such documents as may be necessary to
effectuate such purchase, sale, transfer or encumbrance.  The board of directors
may, from time to time, confer like powers upon any other person or persons.


Effective Date of Bylaws:  June 21, 1994

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<PAGE>

                             AMENDMENTS TO BYLAWS


               AMENDED SECTION 3.02 OF ARTICLE III OF THE BYLAWS

     SECTION 3.02.  Number, Qualification and Term of Office.  The number of
directors shall be no less than three nor more than twenty and shall be
established by resolution of the Board of Directors.  Directors need not be
shareholders.  The number of directors may be increased or decreased from time
to time by a resolution adopted by the affirmative vote of the holders of at
least 80% of the outstanding shares of common stock, par value $.01 per share
(the "Common Stock"), of the corporation entitled to vote.  The directors shall
be divided into three classes, as equal in number as possible.  At the 1996
regular meeting of the shareholders:

          (i)    directors in the first class (currently two directors) shall be
     elected to serve until the 1997 regular meeting of shareholders,

          (ii)   directors in the second class (currently two directors) shall
     be elected to serve until the 1998 regular meeting of the shareholders, and

          (iii)  directors in the third class (currently three directors) shall
     be elected to serve until the 1999 regular meeting of the shareholders;

or until their successors shall be duly elected and qualified. At each regular
meeting of the shareholders following the 1996 regular shareholders' meeting,
each director elected to succeed a director whose term has expired shall hold
office until the third succeeding regular meeting of the shareholders after such
director's election and until such director's successor has been duly elected
and qualified, or until the earlier death, resignation, removal or
disqualification of such director. In case of any increase or decrease in the
number of directors, the increase or decrease shall be distributed among the
several classes as equally as possible as shall be determined by the Board of
Directors or by the affirmative vote of the holders of at least 80% of the
outstanding shares of Common Stock entitled to vote.

               AMENDED SECTION 3.09 OF ARTICLE III OF THE BYLAWS

     SECTION 3.09.  Vacancies.  Vacancies in the Board of Directors of this
corporation occurring by reason of death, resignation, removal or
disqualification shall be filled for the unexpired term by a majority of the
remaining directors, even though less than a quorum.  Vacancies resulting from
an increase in the number of directors may be filled by a majority vote of the
remaining directors.  Each director elected to fill a vacancy shall hold office,
subject to the provisions of these Bylaws, until a qualified successor is
elected by the shareholders at a regular or special meeting.  The shareholders
shall elect a director to fill the remainder of any unexpired term for which a
director has been elected to fill a vacancy by the Board of Directors at their
next regular or special meeting.

               AMENDED SECTION 3.10 OF ARTICLE III OF THE BYLAWS

     SECTION 3.10.  Removal.   The affirmative vote of the shareholders holding
at least 80% of the outstanding shares of Common Stock entitled to vote at an
election of directors may remove any or all of the directors from office at any
time, with or without cause.  In the event that the Board of Directors or any
one or more directors be so removed, new directors shall be elected at the same
meeting.

A director named by the Board of Directors to fill a vacancy may be removed from
office at any time, with or without cause, by the affirmative vote of the
remaining directors if the shareholders have not elected directors in the
interim between the time of the appointment to fill such vacancy and the time of
the removal.

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