<PAGE>
                                                                  Exhibit 3.2
                              AMENDED AND RESTATED
                                     BYLAWS

                                       of

                              @ ENTERTAINMENT, INC.


Dated: January 1999

<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----
ARTICLE 1    OFFICES
             Section 1.   Registered Office..............................    -1-
             Section 2.   Other Offices..................................    -1-

ARTICLE II   STOCKHOLDERS ...............................................    -1-
             Section 1.   Meetings.......................................    -2-
             Section 2.   Notice of Meetings.............................    -2-
             Section 3.   Manner of Giving Notice; Affidavit of Notice...    -2-
             Section 4.   Stockholder List...............................    -2-
             Section 5.   Stockholder Action.............................    -2-
             Section 6.   Quorum.........................................    -2-
             Section 7.   Notice of Agenda Matters.......................    -3-
             Section 8.   Proxies........................................    -4-
             Section 9.   Voting.........................................    -4-
             Section 10.  Voting of Certain Shares.......................    -4-
             Section 11.  Treasury Stock.................................    -4-

ARTICLE III  DIRECTORS    ...............................................    -5-
             Section 1.   Powers.........................................    -5-
             Section 2.   Election of Directors..........................    -5-
             Section 3.   Dividends and Reserves.........................    -6-
             Section 4.   Regular Meetings...............................    -6-
             Section 5.   Special Meetings...............................    -6-
             Section 6.   Quorum.........................................    -6-
             Section 7.   Written Action.................................    -7-
             Section 8.   Waiver of Notice...............................    -7-
             Section 9.   Participation in Meetings by Conference
                          Telephone......................................    -7-
             Section 10.  Committees.....................................    -7-
             Section 11.  Fees and Compensation of Directors.............    -8-
             Section 12.  Rules..........................................    -8-
             Section 13.  Interested Directors...........................    -8-

ARTICLE IV   OFFICERS....................................................    -8-
             Section 1.   Offices and Official Positions.................    -8-
             Section 2.   Compensation...................................    -9-
             Section 3.   Succession.....................................    -9-
             Section 4.   Resignations...................................    -9-
             Section 5.   Authority and Duties...........................    -9-
             Section 6.   Approval of Loans to Officers..................    -9-

ARTICLE V   CONTRACTS, LOANS, CHECKS AND DEPOSITS........................    -9-


                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)

                                                                            Page
                                                                            ----

             Section 1.   Contracts and Other Instruments .............      -9-
             Section 2.   Loans .......................................     -10-
             Section 3.   Checks, Drafts, etc.  .......................     -10-
             Section 4.   Deposits ....................................     -10-

ARTICLE VI   STOCKS ...................................................     -10-
             Section 1.   Certificates ................................     -10-
             Section 2.   Transfer.....................................     -10-
             Section 3.   Lost, Stolen or Destroyed Certificates ......     -11-
             Section 4.   Record Date .................................     -11-
             Section 5.   Registered Owners ...........................     -12-

ARTICLE VII  INDEMNIFICATION AND INSURANCE.............................     -12-
             Section 1.   Indemnification .............................     -12-
             Section 2.   Contract ....................................     -13-
             Section 3.   Non-exclusivity .............................     -13-
             Section 4.   Indemnification of Employees and Agents .....     -13-
             Section 5.   Insurance ...................................     -13-

ARTICLE VIII GENERAL PROVISIONS .......................................     -14-
             Section 1.   Fiscal Year .................................     -14-
             Section 2.   Corporate Seal ..............................     -14-
             Section 3.   Reliance upon Books, Reports and Records ....     -14-
             Section 4.   Time Periods ................................     -14-
             Section 5.   Dividends ...................................     -14-
             Section 6.   Construction and Definitions ................     -14-

ARTICLE IX   AMENDMENTS ...............................................      15-
             Section 1.   Amendments ..................................     -15-


                                      -ii-
<PAGE>

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              @ ENTERTAINMENT, INC.

                                    ARTICLE I

                                     OFFICES

            Section 1. Registered Office. The registered office of @
ENTERTAINMENT, INC., a Delaware corporation (the "Corporation"), shall be
located in the City of Wilmington, County of New Castle, State of Delaware, and
the name of its registered agent is Corporation Service Company.

            Section 2. Other Offices. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                                  STOCKHOLDERS

            Section 1. Meetings.

                  a. Time and Place of Meetings. All meetings of the
stockholders for the election of directors or for any other purpose shall be
held at such times and places, either within or outside of the State of
Delaware, as may be authorized by the Board of Directors from time to time and
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

                  b. Annual Meeting. Annual meetings of stockholders shall be
held on a date and time as shall be designated from time to time by the Board of
Directors, at which meeting the stockholders shall elect by plurality vote the
directors to succeed those whose terms expire and shall transact such other
business as may properly be brought before the meeting.

                  c. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may only be called by the Chairman of the Board of
Directors, the Chief Executive Officer or any two (2) directors. Business
transacted at any special meeting of the stockholders shall be limited to the
purposes stated in the notice of such meeting.
<PAGE>

            Section 2. Notice of Meetings. Written notice of every meeting of
the stockholders, stating the place, date and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting to each stockholder entitled to vote at such
meeting, except as otherwise provided herein or by law. 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
adjournment is for more than thirty (30) days, or if after the adjournment a new
record date is fixed for the adjourned meeting, written notice of the place,
date and time of the adjourned meeting shall be given in conformity herewith. At
any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting. Notice of the time, place and purpose of any
meeting of the stockholders may be waived in writing either before or after such
meeting and will be waived by any stockholder by such stockholder's attendance
at the meeting in person or by proxy. Any stockholder so waiving notice of such
a meeting shall be bound by the proceedings of any such meeting in all respects
as if due notice thereof had been given.

            At a special meeting, notice of which has been given in accordance
with this Section 2, action may not be taken with respect to business, the
general nature of which has not been stated in such notice. At an annual
meeting, action may be taken with respect to business stated in the notice of
such meeting, given in accordance with this Section 2 and with respect to any
other business as may properly come before the meeting.

            Section 3. Manner of Giving Notice: Affidavit of Notice. Written
notice of any meeting of stockholders, if mailed, is given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his address
as it appears on the records of the Corporation. An affidavit of the Secretary
or an assistant secretary or of the transfer agent of the Corporation that the
notice has been given shall, in the absence of fraud, be prima facie evidence of
the facts stated therein.

            Section 4. Stockholder List. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting, arranged in alphabetical order, and showing the address of
each such stockholder and the number of shares registered in the name of each
such stockholder. Such list shall be open to examination of any stockholder of
the Corporation during ordinary business hours, for any purpose germane to the
meeting, 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 list shall also be produced and kept at the
time and place of meeting during the entire time thereof, and subject to the
inspection for any purpose germane to the meeting of any stockholder who may be
present.

            Section 5. Stockholder Action. Any action required or permitted to
be taken by the stockholders of the Corporation shall be effected at a duly
called annual or special meeting of such holders and shall not be effected by a
consent in writing by such holders; provided, however, that any action required
to be taken by the stockholders of the Corporation may be effected by a


                                      -2-
<PAGE>

consent to such action signed by the holders of the class of stock entitled to
vote thereon if approved by not less than a two-thirds (2/3) vote of the
Continuing Directors (as defined in the Certificate of Incorporation). All such
consents shall be filed with the corporate records of the Corporation.

            Section 6. Quorum. 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 at all meetings of the stockholders for the
transaction of business except as otherwise provided by law or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, 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 is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.

            Section 7. Notice of Agenda Matters. At any annual or special
meeting of stockholders, only such business shall be conducted as shall have
been brought before the meeting by or at the direction of the Board of Directors
or by any stockholder who complies with the procedures set forth in this Section
7. For business properly to be brought before the annual meeting by a
stockholder, the stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received by the Secretary of the
Corporation not less than one hundred twenty (120) days prior to the anniversary
date of the Corporation's notice of annual meeting provided with respect to the
previous year's annual meeting; provided, however, that in the event that less
than forty (40) days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be received not 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. To be in property written form, a
stockholder's notice to the Secretary shall set forth in writing 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 and
the reasons for conducting such business at the annual meeting; (ii) the name
and address, as they appear on the Corporation's books, of the stockholder
proposing such business; (iii) the class 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. Notwithstanding anything in these Bylaws to
the contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 7.

            The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 7; and if
he should so determine, then he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.

            Section 8. Proxies. At every meeting of the stockholders, each
stockholder having the right to vote thereat shall be entitled to vote in person
or by proxy. Such proxy shall be appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more


                                      -3-
<PAGE>

than three (3) years prior to such meeting, unless such proxy provides for a
longer period; and it shall be filed with the Secretary of the Corporation
before, or at the time of, the meeting.

            Section 9. Voting. The stockholders entitled to vote at any meeting
of stockholders shall be determined in accordance with the provisions of Section
4 of Article VI of these Bylaws, subject to the provisions of Sections 217 and
218 of the General Corporation Law of Delaware (relating to voting rights of
fiduciaries, pledgors and joint owners of stock and to voting trusts and other
voting agreements).

            Except as otherwise provided by statute or by the Certificate of
Incorporation, each stockholder shall be entitled at every meeting of the
stockholders to one vote for each share of stock having voting power standing in
the name of such stockholder on the books of the Corporation on the record date
for the meeting and such votes may be cast either in person or by written proxy.
Every proxy must be executed in writing by the stockholder or his or her duly
authorized attorney. All elections of directors shall be by written ballot,
unless otherwise provided in the Certificate of Incorporation. When a quorum is
present at any meeting, the vote of the holders of a majority of the stock which
has voting power present in person or represented by proxy and which has
actually voted shall decide any question properly brought before such meeting,
unless the question is one upon which by express provision of law, the
Certificate of Incorporation or these Bylaws, a different vote is required, in
which case such express provision shall govern and control the decision of such
question.

            Section 10. Voting of Certain Shares. Shares standing in the name of
another corporation, domestic or foreign, and entitled to vote may be voted by
such officer, agent or proxy as the bylaws of such corporation may prescribe or,
in the absence of such provision, as the board of directors of such corporation
may determine. Shares standing in the name of a deceased person, a minor or an
incompetent and entitled to vote may be voted by his administrator, executor,
guardian or conservator, as the case may be, either in person or by proxy.
Shares standing in the name of a trustee, receiver or pledgee and entitled to
vote maybe voted by such trustee, receiver or pledgee either in person or by
proxy as provided by Delaware law.

            Section 11. Treasury Stock. Shares of its own stock belonging to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held by the
Corporation, shall not be voted at any meeting and shall not be counted in
determining the total number of outstanding shares for the purpose of
determining whether a quorum is present. Nothing in this section shall be
construed to limit the right of the Corporation to vote shares of its own stock
held by it in a fiduciary capacity. 


                                      -4-
<PAGE>

                                   ARTICLE III

                                    DIRECTORS

            Section 1. Powers. The business and affairs of the Corporation 
shall be managed by or under the direction of its Board of Directors, which 
may exercise all such powers of the Corporation and do all such lawful acts 
and things as are not by statute or by the Certificate of Incorporation or by 
these Bylaws directed or required to be exercised or done by the stockholders.

            Section 2. Election of Directors.

                  a. Number and Term of Office. The Board of Directors shall
consist of at least one (1) and not more than eleven (11) directors. The
authorized number of directors of the Corporation shall be set initially at five
(5), and shall be subject to change as set from time to time pursuant to a
resolution duly adopted by a majority of the Board of Directors then in office.
The directors shall be classified, with respect to the time for which they
severally hold office, into three (3) classes, as nearly equal in number as
possible as determined from time to lime pursuant to a resolution duly adopted
by a majority of the Board of Directors then in office. Upon the effective date
of the Corporation's initial public offering pursuant to the Securities Act of
1933, as amended, the first class shall initially consist of two (2) directors,
the second class shall initially consist of two (2) directors and the third
class shall initially consist of one (1) director. At each annual election held
after such classification, directors shall be chosen for a full term to succeed
those whose terms expire. Any decrease in the authorized number of directors
shall nor be effective until the expiration of the term of the directors then in
office, unless, at the time of such decrease there shall be vacancies on the
Board of Directors which are being eliminated by such decrease.

                  b. Resignations and Vacancies. Any director may resign at any
time by giving written notice to the Chairman of the Board of Directors, the
Chief Executive Officer or the Board of Directors. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective. If, at any other
time than the annual meeting of the stockholders, any vacancy occurs in the
Board of Directors caused by resignation, death, retirement, disqualification or
removal from office of any director or otherwise, or any new directorship is
created by an increase in the authorized number of directors pursuant to Section
2(a) of Article III of these Bylaws, a majority of the directors then in office,
although less than a quorum, may choose a successor, or fill the newly created
directorship, and the director so chosen shall hold office for the full term of
the class of directors in which the new directorship was created or the vacancy
occurred and until his successor shall be duly elected and qualified, unless
sooner displaced.

                  c. Notification of Nominations. Subject to the rights of
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, nominations for the election of
directors may be made by the Board of Directors or a proxy committee appointed
by the Board of Directors or by any stockholder entitled to vote in the election
of directors generally. However, any such stockholder may nominate one or more
persons


                                      -5-
<PAGE>

for election as directors at a meeting only if such stockholder has given timely
notice in proper written form of his intent to make such nomination or
nominations. To be timely, a stockholder's notice must be delivered to or mailed
and received by the Secretary of the Corporation not later than one hundred
twenty (120) days prior to such meeting; provided, however, that in the event
that less than forty (40) days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the stockholder to be
timely must be received not later than the close of business on the tenth (10th)
day following the date on which such notice of the date of such meeting was
mailed or such public disclosure was made. To be in proper written form, a
stockholder's notice to the Secretary shall set forth: (i) the name and address
of the stockholder who intends to make the nomination and of the person or
persons to be nominated; (ii) a representation that the stockholder is a holder
of record of stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (iii) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (iv) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated, or intended
to be nominated, by the Board of Directors; and (v) the consent of each nominee
to serve as a director of the Corporation if so elected. The chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

            Section 3. Dividends and Reserves. Dividends on stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, in shares
of stock or otherwise in the form, and to the extent, permitted by law. The
Board of Directors may set apart, out of any funds of the Corporation available
for dividends, a reserve or reserves for working capital or for any other lawful
purpose, and also may abolish any such reserve in the manner in which it was
created.

            Section 4. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice immediately after the annual meeting of the
stockholders and at such other time and place as shall from time to time be
determined by the Board of Directors.

            Section 5. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board of Directors, the Chief
Executive Officer or any two (2) directors.

            Section 6. Quorum. At all meetings of the Board of Directors, a
majority of the total number of directors then in office shall constitute a
quorum for the transaction of business, and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation. If a quorum shall not be present
at any meeting of the Board of Directors, the directors present thereat may
adjourn the meeting from time to time to another place, time or date, without
notice other than announcement at the meeting, until a quorum shall be present.


                                      -6-
<PAGE>

            Section 7. Written Action. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all members of the Board of Directors or
committee, as the case may be) consent thereto in writing, and the writing or
writings are filed with the minutes or proceedings of the Board of Directors or
Committee.

            Section 8. Waiver of Notice. The transactions of any meeting of the
Board of Directors or any committee, however called and noticed or wherever
held, shall be valid as though had at a meeting duly held after regular call and
notice, if a quorum be present and if, either before or after the meeting, each
of the directors not present signs a written waiver of notice, or a consent to
hold such meeting, or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the Corporate records or made a part
of the minutes of the meeting.

            Section 9. Participation in Meetings by Conference Telephone.
Members of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or any such
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting.

            Section 10. Committees. The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation and each to have such lawfully delegable powers and duties as the
Board of Directors may confer. Each such committee shall serve at the pleasure
of the Board of Directors. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Except as otherwise
provided by law, any such committee, to the extent provided in the resolution of
the Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors 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 which may require it; but no such committee shall have the power or
authority in reference to approving, adopting or recommending to the
stockholders any action or matter expressly required by law to be submitted to
stockholders for approval, or adopting, amending or repealing these Bylaws of
the Corporation. Any committee or committees so designated by the Board of
Directors shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. Unless otherwise prescribed by
the Board of Directors, a majority of the members of the committee shall
constitute a quorum for the transaction of business, and the act of a majority
of the members present at a meeting at which there is a quorum shall be the act
of such committee.

            Each committee shall prescribe its own rules for calling and holding
meetings and its method of procedure, subject to any rules prescribed by the
Board of Directors, and shall keep a written record of all actions taken by it.

            Section 11. Fees and Compensation of Directors. Each director may
receive such fees and other compensation, along with reimbursement of expenses
incurred on behalf of the


                                      -7-
<PAGE>

Corporation or in connection with attendance at meetings, as the Board of
Directors may from time to time determine. No such payment of fees or other
compensation shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving fees and compensation for such
services.

            Section 12. Rules. The Board of Directors may adopt such special
rules and regulations for the conduct of their meetings and the management of
the affairs of the Corporation as they may deem proper, not inconsistent with
law, the Certificate of Incorporation or these Bylaws.

            Section 13. Interested Directors. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers is or are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the directors or officers are present
at or participate in the meeting of the Board of Directors or the committee
thereof which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose if: (i) the material facts as to his or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the contract or transaction
by the affirmative vote of a majority of the disinterested directors, even
though the disinterested directors be less than a quorum; or (ii) the material
facts as to his or their relationship or interest and as to the contract or
transaction is specifically approved in good faith by vote of the shareholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a
committee thereof or the stockholders. Interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

            Section 1. Offices and Official Positions. The officers of the
Corporation shall be chosen by the Board of Directors and may include a Chairman
of the Board of Directors (who must be a director as chosen by the Board of
Directors) and shall include a Chief Executive Officer, one or more Vice
Presidents (if so elected by the Board of Directors), a Secretary and a Chief
Financial Officer. The Board of Directors also may appoint a Treasurer and such
Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and other
officers as the Board of Directors shall determine. Any two or more offices may
be held by the same person. With the exception of the Chairman of the Board of
Directors, none of the officers need be a director, a stockholder of the
Corporation or a resident of the State of Delaware.

            Section 2. Compensation. The compensation of all officers and agents
of the Corporation who are also directors of the Corporation shall be fixed by
the Board of Directors. The 


                                      -8-
<PAGE>

Board of Directors may delegate the power to fix the compensation of other
officers and agents of the Corporation to a principal officer of the Corporation
or a committee of the Board of Directors.

            Section 3. Succession. The officers of the Corporation shall hold
office until their successors are duly elected and qualified. Any officer
elected or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the Corporation may be filled by the Board of Directors.

            Section 4. Resignations. Any officer may resign at any time by
giving written notice to the Board of Directors (or to a principal officer or a
committee of the Board of Directors if the Board of Directors has delegated to
such principal officer or committee the power to appoint and to remove such
officer). The resignation of any officer shall take effect upon receipt of
notice thereof or at such later time as shall be specified in such notice;
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

            Section 5. Authority and Duties. Each of the officers of the
Corporation shall have such authority and shall perform such duties incident to
each of their respective offices and such other duties as may be specified from
time to time by the Board of Directors in a resolution which is not inconsistent
with law, the Certificate of Incorporation or these Bylaws.

            Section 6. Approval of Loans to Officers. The Corporation may lend
money to, or guarantee any obligation of, or otherwise assist any officer or any
other employee of the Corporation or of its subsidiary, including any officer or
employee who is a director of the Corporation or its subsidiary, whenever, in
the judgment of the directors, such loan, guaranty or assistance may reasonably
be expected to benefit the Corporation. The loan, guaranty or other assistance
may be with or without interest and may be unsecured, or secured in such manner
as the Board of Directors shall approve, including, without limitation, a pledge
of shares of stock of the Corporation. Nothing contained in this section shall
be deemed to deny, limit or restrict the powers of guaranty or warranty of the
Corporation at common law or under any statute.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

            Section 1. Contracts and Other Instruments. The Board of Directors
may authorize any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the Corporation, or of any division thereof; and such authority may be general
or confined to specific instances.

            Section 2. Loans. No loans in aggregate principal amount of ten
million dollars ($10,000,000.00) or more shall be contracted on behalf of the
Corporation, or any division thereof, and no evidence of indebtedness shall be
issued in the name of the Corporation or any division thereof, unless authorized
by a resolution of the Board of Directors. Loans with an aggregate 


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<PAGE>

principal amount less than ten million dollars ($10,000,000.00) may be
contracted on behalf of the Corporation, or any division thereof, if signed by
both the Chief Executive Officer and the Chief Financial Officer.

            Section 3. Checks, Drafts, etc. All checks, demands, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the place of the Corporation, or any division thereof, shall be signed by
such officer or officers, agent or agents of the Corporation, and in such
manner, as shall from time to time be authorized by the Board of Directors.

            Section 4. Deposits. All funds of the Corporation, or any division
thereof, not otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or other depositories
as the Board of Directors may select.

                                   ARTICLE VI

                                     STOCKS

            Section 1. Certificates. Certificates representing shares of stock
of the Corporation shall be in such form as shall be determined by the Board of
Directors, subject to applicable legal requirements. Such certificates shall be
numbered and their issuance recorded in the books of the Corporation, and each
such certificate shall exhibit the respective holder's name and the number of
shares and shall be signed by, or in the name of the Corporation by the Chairman
of the Board of Directors or the Chief Executive Officer and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation and shall bear the corporate seal. Where any such certificate is
countersigned by transfer agent or a registrar other than the Corporation or its
employee, the signatures of any such officers of the Corporation and the seal of
the Corporation, if any, upon such certificates may be facsimiles, engraved or
printed.

            Section 2. Transfer. Upon surrender to the Corporation or the
transfer agent of the Corporation 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, or to cause its
transfer agent to issue, a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.

            Section 3. Lost, Stolen or Destroyed Certificates. The Chief
Executive Officer, the Secretary, or the Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact, satisfactory
to the Chief Executive Officer or the Secretary by the person claiming the
certificate of stock to be lost, stolen or destroyed. As a condition precedent
to the issuance of a new certificate or certificates, the Chief Executive
Officer or the Secretary may require the owner of such lost) stolen or destroyed
certificate or certificates to give the Corporation a bond in such sum and with
such surety or sureties as the Chief 


                                      -10-
<PAGE>

Executive Officer or the Secretary may direct as indemnity against any claims
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

            Section 4. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be 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. 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.

            Subject to the provisions of Section 5 of Article II of these
Bylaws, in order that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
this chapter, shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the Corporation
by delivery to its registered office in Delaware, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
law, then the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the day on which the Board of Directors adopts the resolution taking such
prior action.

            In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty (60) days prior to
such action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

            Section 5. Registered Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and 


                                      -11-
<PAGE>

to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise required by law.

                                   ARTICLE VII

                          INDEMNIFICATION AND INSURANCE

            Section 1. Indemnification. The Corporation, to the fullest extent
permitted by the General Corporation Law of the State of Delaware, including,
without limitation, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware (as that section may be amended
and supplemented from time to time), shall indemnify any director, officer or
trustee which it shall have power to indemnify under Section 145 against any
expenses, liabilities or other matters referred to in or covered by that
section. The indemnification provided for in this Article (i) shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any Bylaw, agreement or vote of stockholders or disinterested directors or
otherwise, both as to action in their official capacities and as to action in
another capacity while holding such office, (ii) shall continue as to a person
who has ceased to be as director, officer or trustee and (iii) shall inure to
the benefit of the heirs, executors and administrators of such person. The
Corporation's obligation to provide indemnification under this Article shall be
offset to the extent of any other source of indemnification or any otherwise
applicable insurance coverage under a policy maintained by the Corporation or
any other person.

            Expenses incurred by a director or officer of the Corporation in
defending a civil or criminal action, suit or proceeding by reason of the fact
that he is or was a director or officer of the Corporation (or was serving at
the Corporation's request as a director or officer of another corporation) shall
be paid by the Corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized by
relevant sections of the General Corporation Law of the State of Delaware.

            To assure indemnification under this Article of all such persons who
are determined by the Corporation or otherwise to be or to have been
"fiduciaries" of any employee benefit plan of the Corporation which may exist
from time to time, such Section 145 shall, for the purposes of this Article, be
interpreted as follows: an "other enterprise" shall be deemed to include such
employee benefit plan, including, without limitation, any plan of the
Corporation which is governed by the Act of Congress entitled the "Employee
Retirement Income Security Act of 1974," as amended from time to time; the
Corporation shall be deemed to have requested a person to serve as a fiduciary
of an employee benefit plan where the performance by such person of his duties
to the Corporation also imposes duties on, or otherwise involves services by,
such person to the plan or participants or beneficiaries of the plan; excise
taxes assessed on a person with respect to an employee benefit plan pursuant to
such Act of Congress shall be deemed "fines"; and action taken or omitted by a
person with respect to an employee benefit plan in the performance of such
person's duties for a purpose 


                                      -12-
<PAGE>

reasonably believed by such person to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the Corporation.

            Section 2. Contract. The provisions of Section 1 of this Article VII
shall be deemed to be a contract between the Corporation and each director and
officer who serves in such capacity at any time while such Bylaw is in effect,
and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter based in
whole or in part upon any such state of facts.

            Section 3. Non-exclusivity. The rights of indemnification provided
by this Article VII shall not be deemed exclusive of any other rights to which
any director or officer of the Corporation may be entitled apart from the
provisions of this Article VII.

            Section 4. Indemnification of Employees and Agents. The Board of
Directors in its discretion shall have the power on behalf of the Corporation to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that such person, or such
person's testator or intestate, is or was an employee or agent of the
Corporation.

            Section 5. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of the General Corporation Law of
Delaware.

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<PAGE>

                                  ARTICLE VIII

                               GENERAL PROVISIONS

            Section 1. Fiscal Year. The fiscal year of the Corporation shall be
fixed from time to time by resolution of the Board of Directors.

            Section 2. Corporate Seal. The Board of Directors may adopt a
corporate seal and use the same by causing it or a facsimile copy thereof to be
impressed or affixed or reproduced or otherwise.

            Section 3. Reliance upon Books, Reports and Records. Each director,
each member of a committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the records of the Corporation and
upon such information, opinions, reports or statements presented to the
Corporation by any of the Corporation's officers or employees, or committees of
the Board of Directors, or by any other person as to matters the director,
committee member or officer 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. Time Periods. In applying any provision of these Bylaws
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded and the day of the event shall be included.

            Section 5. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to statute. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

            Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purposes as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

            Section 6. Construction and Definitions. Unless the context requires
otherwise, the general provisions, rules of construction and definitions in the
General Corporation Law of the State of Delaware shall govern the construction
of these Bylaws. 


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<PAGE>

                                   ARTICLE IX

                                   AMENDMENTS

            Section 1. Amendments. Subject to the provisions of the Certificate
of Incorporation, these Bylaws may be altered, amended or repealed or new Bylaws
may be adopted by the stockholders or by the Board of Directors, when such power
is conferred upon the Board of Directors by the Certificate of Incorporation, at
any regular meeting of the stockholders or of the Board of Directors or at any
special meeting thereof duly called for that purpose if notice of such
alteration, amendment, repeal or adoption of new Bylaws be contained in the
notice of such special meeting. Subject to the laws of the State of Delaware,
the Certificate of Incorporation and these Bylaws, the Board of Directors may,
by majority vote of those present at any meeting at which a quorum is present,
amend these Bylaws, or enact such other bylaws as in their judgment may be
advisable for the regulation of the conduct of the affairs of the Corporation.


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