Exhibit 3.2

                           SIGHT RESOURCE CORPORATION

                               BY-LAWS, AS AMENDED


                            ARTICLE I - STOCKHOLDERS

         SECTION 1. ANNUAL MEETING. An annual meeting of the stockholders, for
the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date, and at such time as the board of
directors shall each year fix.

         SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes prescribed in the notice of the meeting, may be called
by the Chairman of the Board, if any, the President or the board of directors,
by the affirmative vote of a majority of the Whole Board. The special meeting
shall be held at such place, on such date, and at such time as shall be fixed by
the board of directors or the person calling the meeting. The term "Whole Board"
shall mean the total number of authorized directors, whether or not there exists
any vacancies in previously authorized directorships.

         SECTION 3. NOTICE OF MEETINGS. Written notice of the place, date, and
time of all meetings of the stockholders shall be given, not less than ten (10)
nor more than sixty (60) days before the date on which the meeting is to be
held, to each stockholder entitled to vote at such meeting, except as otherwise
provided herein or required by law (meaning, here and hereinafter, as required
from time to time by the Delaware General Corporation Law or the Certificate of
Incorporation of the Corporation, as amended and restated from time to time).

         When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
(30) days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall be given in conformity herewith.
At any adjourned meeting, any business may be transacted that might have been
transacted at the original meeting.

         SECTION 4. QUORUM. At any meeting of the stockholders, the holders of a
majority of the voting power of the outstanding


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

         If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the voting power of the shares of stock
entitled to vote who are present, in person or by proxy, may adjourn the meeting
to another place, date, or time.

         SECTION 5. ORGANIZATION. Such person as the board of directors may have
designated or, in the absence of such a person, the Chairman of the Board or, in
his absence, such person as may be chosen by the holders of a majority of the
shares entitled to vote who are present, in person or by proxy, shall call to
order any meeting of the stockholders and act as chairman of the meeting. In the
absence of the Secretary of the Corporation, the secretary of the meeting shall
be such person as the chairman of the meeting appoints.

         SECTION 6. CONDUCT OF BUSINESS. The chairman of any meeting of
stockholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussion as may seem to him in order. The date and time of the opening and
closing of the polls for each matter upon which the stockholders will vote at
the meeting shall be announced at the meeting.

         SECTION 7. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

         A.       ANNUAL MEETINGS OF STOCKHOLDERS.

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

                  (2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to


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clause (c) of paragraph (A)(1) of this Section, the stockholder must have (i)
given timely notice thereof in writing to the Secretary of the Corporation, (ii)
such other business must otherwise be a proper matter for stockholder action,
(iii) if the stockholder, or the beneficial owner on whose behalf any such
proposal or nomination is made, has provided the Corporation with a Solicitation
Notice, as that term is defined below in this paragraph (A)(2), such stockholder
or beneficial owner must, in the case of a proposal, have delivered a proxy
statement and form of proxy to holders of at least the percentage of the
Corporation's voting shares required under applicable law to carry any such
proposal, or in the case of a nomination or nominations, have delivered a proxy
statement and form of proxy to holders of at least a percentage of the
Corporation's voting shares reasonably believed by such stockholder or
beneficial owner to be sufficient to elect the nominee or nominees proposed to
be nominated by such stockholder, and must, in either case, have included in
such materials the Solicitation Notice and (iv) if no Solicitation Notice
relating thereto has been timely provided pursuant to this Section, the
stockholder or beneficial holder proposing such business or nomination must not
have solicited a number of proxies sufficient to have required the delivery of
such a Solicitation Notice under this Section. To be timely, a stockholder's
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not later than the close of business on the forty-fifth (45th)
day nor earlier than the close of business on the seventy-fifth (75th) day prior
to the first anniversary of the preceding year's mailing date for stockholder
proxy materials; provided, however, that in the event that the date of the
annual meeting is more than thirty (30) days before or more than sixty (60) days
after the date of the annual meeting in the preceding year or if an annual
meeting was not held in the preceding year, notice by the stockholder to be
timely must be so delivered not earlier than the close of business on the
ninetieth (90) day prior to such annual meeting and not later than the close of
business on the later of the sixtieth (60th) day prior to such annual meeting or
the close of business on the tenth (10th) day following the day on which public
announcement of the date of such meeting is first made by the Corporation. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); (b)
as to any other business that the stockholder proposes to bring before the
meeting, a brief description of the


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business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; (c) as to the stockholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (i) the name and address
of such stockholder, as they appear on the Corporation's books, and of such
beneficial owner and (ii) the class and number of shares of the Corporation that
are owned beneficially and held of record by such stockholder and such
beneficial owner; and (d) whether either such stockholder or the beneficial
owner intends to deliver a proxy statement and form of proxy to holders of, in
the case of a proposal, at least the percentage of the Corporation's voting
shares required under applicable law to carry the proposal or, in the case of a
nomination or nominations, a sufficient number of holders of the Corporation's
voting shares to elect such nominee or nominees (an affirmative statement of
such intent, a "Solicitation Notice").

                  (3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this Section to the contrary, in the event that the number
of directors to be elected to the board of directors of the Corporation is
increased and there is no public announcement by the Corporation naming all of
the nominees for director or specifying the size of the increased board of
directors at least seventy (70) days prior to the first anniversary of the
preceding year's annual meeting (or, if the annual meeting is held more than
thirty (30) days before or sixty (60) days after such anniversary date, at least
seventy (70) days prior to such annual meeting), a stockholder's notice required
by this Section shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive office of the Corporation
not later than the close of business on the tenth (10th) day following the day
on which such public announcement is first made by the Corporation.

         B.       SPECIAL MEETINGS OF STOCKHOLDERS.

                  Only such business shall be conducted at a special meeting of
stockholders as shall have been set forth in the Corporation's notice of
meeting. Nominations of persons for election to the board of directors may be
made at a special meeting of stockholders at which directors are to be elected
pursuant to the Corporation's notice of meeting (a) by or at the direction of
the board of directors or (b) provided that the board of directors has
determined that directors shall be elected at such meeting, by any stockholder
of the Corporation who is a stockholder of record at the time of giving of
notice of the special meeting, who shall be entitled to vote at the meeting and


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who complies with the notice procedures set forth in this Section. In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the board of directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (A)(2) of this Section shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the ninetieth (90th) day prior to such special meeting nor
later than the close of business on the later of the sixtieth (60th) day prior
to such special meeting, or the tenth (10th) day following the day on which
public announcement is first made of the date of the special meeting and of the
nominees proposed by the board of directors to be elected at such meeting.

         C.       GENERAL.

                  (1) Only such persons who are nominated in accordance with the
procedures set forth in this Section shall be eligible to serve as directors and
only such business shall be conducted at a meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this Section. Except as otherwise provided by law or these by-laws, the chairman
of the meeting shall have the power and duty to determine whether a nomination
or any business proposed to be brought before the meeting was made or proposed,
as the case may be, in accordance with the procedures set forth in this Section
and, if any proposed nomination or business is not in compliance herewith to
declare that such defective proposal or nomination shall be disregarded.

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

                  (3) Notwithstanding the foregoing provisions of this Section,
a stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth herein. Nothing in this Section shall be deemed to affect any rights (i)
of stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders
of any series of Preferred Stock to elect directors under specified
circumstances.

         SECTION 8. PROXIES AND VOTING. At any meeting of the


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

         All voting, including on the election of directors but excepting where
otherwise required by law, may be by voice vote. Any vote not taken by voice
shall be taken by ballots, each of which shall state the name of the stockholder
or proxy voting and such other information as may be required under the
procedure established for the meeting. The Corporation may, and to the extent
required by law, shall, in advance of any meeting of stockholders, appoint one
or more inspectors to act at the meeting and make a written report thereof. The
Corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate is able to act at a
meeting of stockholders, the person presiding at the meeting may, and to the
extent required by law, shall, appoint one or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his ability.

         All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law, all other matters shall be determined by a
majority of the votes cast affirmatively or negatively.

         SECTION 9. STOCK LIST. A complete list of stockholders entitled to vote
at any meeting of stockholders, arranged in alphabetical order for each class of
stock and showing the address of each such stockholder and the number of shares
registered in such stockholder's name, shall be open to the examination of any
such stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten (10) days prior to the meeting
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held.

         The stock list shall also be kept at the place of the


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<PAGE>

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


                         ARTICLE II - BOARD OF DIRECTORS

         SECTION 1. GENERAL POWERS, NUMBER AND TERM OF OFFICE. The business and
affairs of the Corporation shall be managed by or under the direction of its
board of directors. The number of directors who shall constitute the Whole Board
shall be such number as the board of directors shall from time to time have
designated. The board of directors shall be divided into three classes, as
nearly equal in number as possible. The term of office of the first class shall
expire at the annual meeting of stockholders or any special meeting in lieu
thereof in 1994, the term of office of the second class shall expire at the
annual meeting of stockholders or any special meeting in lieu thereof in 1995,
and the term of office of the third class shall expire at the annual meeting of
stockholders or any special meeting in lieu thereof in 1996, and with respect to
each class and until their successors are duly elected and qualified. At each
annual meeting of stockholders or special meeting in lieu thereof following such
initial classification, directors elected to succeed those directors whose terms
expire shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders or special meeting in lieu thereof after their
election and until their successors are duly elected and qualified.

         SECTION 2. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Except as
otherwise determined by the board of directors or required by law, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the board of directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
only by a majority vote of the directors then in office, though less than a
quorum, or the sole remaining director; a director so chosen shall hold office
for a term expiring at the annual meeting of stockholders at which the term of
office of the class to which he has been elected expires, if applicable, and if
no such classes shall have been established, at the next annual meeting of
stockholders and until such director's successor shall have been duly elected
and qualified. No decrease in the number of authorized directors constituting
the board shall shorten the term of any incumbent director.

         SECTION 3. RESIGNATION. Any director may resign at any


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time upon written notice to the Corporation at its principal place of business
or to the President or Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event.

         SECTION 4. REGULAR MEETINGS. Regular meetings of the board of directors
shall be held at such place or places, on such date or dates, and at such time
or times as shall have been established by the board of directors and publicized
among all directors. A notice of each regular meeting shall not be required.

         SECTION 5. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by a majority of the Whole Board or by the Chairman of the Board
or President and shall be held at such place, on such date, and at such time as
they or he shall fix. Notice of the place, date, and time of each such special
meeting shall be given each director by whom it is not waived by mailing written
notice not less than five (5) days before the meeting, by sending written notice
by recognized overnight courier service not less than two (2) days before the
meeting or by telegraphing or telexing or by facsimile transmission of the same
not less than twenty-four (24) hours before the meeting. Unless otherwise
indicated in the notice thereof, any and all business may be transacted at a
special meeting.

         SECTION 6. QUORUM. At any meeting of the board of directors, a majority
of the Whole Board shall constitute a quorum for all purposes. If a quorum shall
fail to attend any meeting, a majority of those present may adjourn the meeting
to another place, date, or time, without further notice or waiver thereof.

         SECTION 7. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members
of the board of directors, or of any committee thereof, may participate in a
meeting of the board of directors 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 and such participation shall constitute
presence in person at such meeting.

         SECTION 8. CONDUCT OF BUSINESS. At any meeting of the board of
directors, business shall be transacted in such order and manner as the board of
directors may from time to time determine, and all matters shall be determined
by the vote of a majority of the directors present, except as otherwise provided
herein or required by law. Action may be taken by the board of directors without
a meeting if all members of the board of


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directors who are then in office consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the board of directors.

         SECTION 9. POWERS. The board of directors may, except as otherwise
required by law, exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation, including, without limiting the
generality of the foregoing, the unqualified power:

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

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

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

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

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

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

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

         (8) To adopt from time to time regulations not inconsistent herewith,
for the management of the Corporation's business and affairs.

         SECTION 10. COMPENSATION OF DIRECTORS. Directors, as such, may receive,
pursuant to resolution of the board of directors, fixed fees and other
compensation for their services as directors, including, without limitation,
their services as members of committees of the board of directors. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

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                            ARTICLE III - COMMITTEES

         SECTION 1. COMMITTEES OF THE BOARD OF DIRECTORS. The board of
directors, by a vote of a majority of the Whole Board, may from time to time
designate committees of the board of directors, with such lawfully delegable
powers and duties as it thereby confers, to serve at the pleasure of the board
of directors and shall, for those committees and any others provided for herein,
elect a director or directors to serve as the member or members, designating, if
it desires, other directors as alternate members who may replace any absent or
disqualified member at any meeting of a committee. Any committee so designated
may exercise the power and authority of the board of directors to declare a
dividend, 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 if the resolution that designates the committee or a supplemental resolution
of the board of directors shall so provide. In the absence or disqualification
of any member of any committee and any alternate member in his place, the member
or members of the committee present at the meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may by unanimous vote
appoint another member of the board of directors to act at the meeting in the
place of the absent or disqualified member.

         SECTION 2. CONDUCT OF BUSINESS. Each committee of the board of
directors may determine the procedural rules for meeting and conducting its
business and shall act in accordance therewith, except as otherwise provided
herein or required by law. Adequate provisions shall be made for notice to
members of all meetings of committees. One-third (1/3) of the members of any
committee shall constitute a quorum unless the committee shall consist of one
(1) or two (2) members, in which event one (1) member shall constitute a quorum;
and all matters shall be determined by a majority vote of the members present.
Action may be taken by any committee without a meeting if all members thereof
consent thereto in writing, and the writing or writings are filed with the
minutes of the proceedings of such committee.


                              ARTICLE IV - OFFICERS

         SECTION 1. GENERALLY. The officers of the Corporation shall consist of
a President, a Secretary, a Treasurer and such other officers as may from time
to time be appointed by the board of directors with such titles, terms of office
and duties as the board of directors may designate. Officers shall be elected by


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the board of directors, which shall consider that subject at its first meeting
after every annual meeting of stockholders. Each officer shall hold office until
his successor is elected and qualified or if earlier, until he dies, resigns, is
removed or becomes disqualified, unless a shorter term is specified by the board
of directors at the time of election of such officer. Any number of offices may
be held by the same person.

         SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board, if any,
shall preside at all meetings of the board of directors at which he is present
and shall have such authority and perform such duties as may be prescribed by
these by-laws or from time to time determined by the board of directors. The
Chairman of the Board shall have power to sign all stock certificates, contracts
and other instruments of the Corporation which are authorized.

         SECTION 3. PRESIDENT. The President shall be the chief operating
officer of the Corporation. He shall also be the chief executive officer of the
Corporation unless the board of directors otherwise provides. Except for
meetings at which the Chairman of the Board, if any, presides, the President
shall, if present and unless the board of directors provides otherwise in a
specific instance or generally, preside at all meetings of stockholders, and if
a director, at all meetings of the board of directors. The President shall,
subject to the control and direction of the board of directors, have general and
active control of the business of the Corporation, see that all orders and
resolutions of the board of directors are carried into effect and perform such
powers and duties as may be prescribed by these by-laws or from time to time be
determined by the board of directors. The President shall have power to sign all
stock certificates, contracts and other instruments of the Corporation which are
authorized.

         SECTION 4. VICE PRESIDENT. Each Vice President shall have such powers
and duties as may be delegated to him by the board of directors and the
President. One (1) Vice President shall be designated by the board of directors
to perform the duties and exercise the powers of the President in the event of
the President's absence or disability.

         SECTION 5. TREASURER. The Treasurer shall have the responsibility for
maintaining the financial records of the Corporation. The Treasurer shall make
such disbursements of the funds of the Corporation as are authorized and shall
render from time to time an account of all such transactions and of the
financial condition of the Corporation. The Treasurer shall also perform such
other duties as the board of directors may from time to time prescribe.


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         SECTION 6. SECRETARY. The Secretary shall issue all authorized notices
for, and shall keep minutes of, all meetings of the stockholders and the Board
of Directors. The Secretary shall have charge of the corporate books and shall
perform such other duties as the board of directors may from time to time
prescribe.

         SECTION 7. DELEGATION OF AUTHORITY. The board of directors may from
time to time delegate the powers or duties of any officer to any other officers
or agents, notwithstanding any provisions hereof.

         SECTION 8. REMOVAL. Any officer of the Corporation may be removed at
any time, with or without cause, by the board of directors.

         SECTION 9. RESIGNATION. Any officer may resign by giving written notice
of his resignation to the Chairman of the Board, if any, the President, or the
Secretary, or to the board of directors at a meeting of the board, and such
resignation shall become effective at the time specified therein.

         SECTION 10. BOND. If required by the board of directors, any officer
shall give the Corporation a bond in such sum and with such surety or sureties
and upon such terms and conditions as shall be satisfactory to the board of
directors, including without limitation a bond for the faithful performance of
the duties of his office and for the restoration to the Corporation of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his control and belonging to the Corporation.

         SECTION 11. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS.
Unless otherwise directed by the board of directors, the President or any
officer of the Corporation authorized by the President shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.


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              ARTICLE V - INDEMNIFICATION OF DIRECTORS AND OFFICERS

         SECTION 1. RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or an officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "Indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
Indemnitee in connection therewith; provided, however, that, except as provided
in Section 3 of this Article with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such Indemnitee in
connection with a proceeding (or part thereof) initiated by such Indemnitee only
if such proceeding (or part thereof) was authorized by the board of directors of
the Corporation.

         SECTION 2. RIGHT TO ADVANCEMENT OF EXPENSES. The right to
indemnification conferred in Section 1 of this Article shall include the right
to be paid by the Corporation the expenses (including attorney's fees) incurred
in defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law requires, an advancement
of expenses incurred by an Indemnitee in his capacity as a director or officer
(and not in any other capacity in which service was or is rendered by such
Indemnitee, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such Indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal that such Indemnitee is not entitled to be indemnified
for such expenses under this Section 2 or otherwise. The rights to
indemnification and to the advancement of expenses conferred in


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Sections 1 and 2 of this Article shall be contract rights and such rights shall
continue as to an Indemnitee who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the Indemnitee's heirs, executors and
administrators. Any repeal or modification of any of the provisions of this
Article shall not adversely affect any right or protection of an Indemnitee
existing at the time of such repeal or modification.

         SECTION 3. RIGHT OF INDEMNITEES TO BRING SUIT. If a claim under Section
1 or 2 of this Article is not paid in full by the Corporation within sixty (60)
days after a written claim has been received by the Corporation, except in the
case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty (20) days, the Indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the Indemnitee shall also be entitled to be paid the expenses of
prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
Indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
Indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Corporation
(including its board of directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its board of directors, independent legal counsel, or its
stockholders) that the Indemnitee has not met such applicable standard of
conduct, shall create a presumption that the Indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the Indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article or otherwise shall be on the Corporation.

         SECTION 4. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and
to the advancement of expenses conferred in


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this Article shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, the Corporation's Certificate of
Incorporation as amended from time to time, these by-laws, any agreement, any
vote of stockholders or disinterested directors or otherwise.

         SECTION 5. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

         SECTION 6. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION.
The Corporation may, to the extent authorized from time to time by the board of
directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article with respect to the indemnification and advancement of expenses
of directors and officers of the Corporation.


                               ARTICLE VI - STOCK

         SECTION 1. CERTIFICATES OF STOCK. Each stockholder shall be entitled to
a certificate signed by, or in the name of the Corporation by, the Chairman of
the board of directors, the President or a Vice President, and by the Secretary
or an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
certifying the number of shares owned by him. Any or all of the signatures on
the certificate may be by facsimile.

         SECTION 2. TRANSFERS OF STOCK. Transfers of stock shall be made only
upon the transfer books of the Corporation kept at an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance with Section 4
of this Article VI, an outstanding certificate for the number of shares involved
shall be surrendered for cancellation before a new certificate is issued
therefor.

         SECTION 3. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders, or
to receive payment of any dividend or other distribution or allotment of any
rights or to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action,


                                      -15-
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the board of directors may fix a record date, which record date shall not
precede the date on which the resolution fixing the record date is adopted and
which record date shall not be more than sixty (60) nor less than ten (10) days
before the date of any meeting of stockholders, nor more than sixty (60) days
prior to the time for such other action as hereinbefore described; provided,
however, that if no record date is fixed by the board of directors, the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
day on which notice is given or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held, and, for
determining stockholders entitled to receive payment of any dividend or other
distribution or allotment of rights or to exercise any rights of change,
conversion or exchange of stock or for any other purpose, the record date shall
be at the close of business on the day on which the board of directors adopts a
resolution relating thereto.

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

         SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES. In the event of the
loss, theft or destruction of any certificate of stock, another may be issued in
its place pursuant to such regulations as the board of directors may establish
concerning proof of such loss, theft or destruction and concerning the giving of
a satisfactory bond or bonds of indemnity.

         SECTION 5. REGULATIONS. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the board of directors may establish.


                              ARTICLE VII - NOTICES

         SECTION 1. NOTICES. Except as otherwise specifically provided herein or
required by law, all notices required to be given to any stockholder, director,
officer, employee or agent shall be in writing and may in every instance be
effectively given by hand delivery to the recipient thereof, by depositing such
notice in the mails, postage paid, or by sending such notice by recognized
courier service, prepaid telegram, mailgram or by facsimile transmission. Any
such notice shall be addressed to such stockholder, director, officer, employee
or agent at his last known address as the same appears on the books of the
Corporation. The time when such notice is received, if hand delivered, or
dispatched, if delivered through the mails, by


                                      -16-
<PAGE>

courier or by telegram, facsimile transmission or mailgram, shall be the time of
the giving of the notice.

         SECTION 2. WAIVERS. A written waiver of any notice, signed by a
stockholder, director, officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to
the notice required to be given to such stockholder, director, officer, employee
or agent. Neither the business nor the purpose of any meeting need be specified
in such a waiver.


                          ARTICLE VIII - MISCELLANEOUS

         SECTION 1. FACSIMILE SIGNATURES. In addition to the provisions for use
of facsimile signatures elsewhere specifically authorized in these by-laws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the board of directors or a committee thereof.

         SECTION 2. CORPORATE SEAL. The board of directors may provide a
suitable seal, containing the name of the Corporation, which seal shall be in
the charge of the Secretary. If and when so directed by the board of directors
or a committee thereof, duplicates of the seal may be kept and used by the
Secretary or Treasurer or by an Assistant Secretary or Assistant Treasurer.

         SECTION 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director,
each member of any committee designated by the board of directors, and each
officer of the Corporation shall, in the performance of his duties, be fully
protected in relying in good faith upon the books of account or other records of
the Corporation and upon such information, opinions, reports or statements
presented to the Corporation by any of its officers or employees or committees
of the board of directors so designated, or by any other person as to matters
which such director or committee member reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.

         SECTION 4. FISCAL YEAR. The fiscal year of the Corporation shall be as
fixed by the board of directors.

         SECTION 5. TIME PERIODS. In applying any provision of these by-laws
that requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded, and the day of the event shall be included.


                                      -17-
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         SECTION 6. PRONOUNS. Whenever the context may require, any pronouns
used in these by-laws shall include the corresponding masculine, feminine or
neuter forms.

















                                      -18-
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                             ARTICLE IX - AMENDMENTS

         These by-laws may be amended or repealed by the affirmative vote of a
majority of the Whole Board at any meeting or by the stockholders by the
affirmative vote of at least sixty six and two-thirds percent (66 2/3%) of the
outstanding voting power of the then-outstanding shares of capital stock of the
Corporation at any meeting at which a proposal to amend or repeal these by-laws
is properly presented.