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                                                                  Exhibit 3.2



                           BY-LAWS OF TBC CORPORATION

                       (As amended through April 22, 1998)



                                    ARTICLE I

                                 Offices; Agent

               Section 1. Principal Office; Registered Agent. Until changed in
  the manner specified by law, the principal office of the Corporation and the
  Corporation's registered agent shall be as set forth in the Corporation's
  Certificate of Incorporation as the same may be amended from time to time
  (hereinafter referred to as the "Certificate of Incorporation").

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


                                   ARTICLE II

                            Meetings of Stockholders

               Section 1. Annual Meeting. The annual meeting of stockholders of
  the Corporation for the purpose of electing directors and transacting such
  other business as may properly come before the meeting shall be held on the
  third Thursday of May of each year or on such other date as may be determined
  by the Board of Directors.

               Section 2. Special Meetings. Special meetings of stockholders or
  of any class of stockholders may be called only by the Board of Directors
  pursuant to a resolution adopted by a majority of the then authorized number
  of directors.

               Section 3. Place of Meetings. Meetings of stockholders shall be
  held at the principal office of the Corporation unless the Board of Directors
  determines that a meeting shall be held at some other place within or without
  the State of Delaware and causes the notice thereof to so state.

               Section 4. Notice of Meetings. Unless waived by him, a written
  notice of each annual or special meeting, 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 personally delivered or mailed postage
  prepaid to each stockholder of record entitled to vote at such meeting, not
  more than sixty days nor less than ten days before such meeting. If mailed,
  such notice shall be addressed to the stockholder at his address as it appears
  upon the records of the Corporation. Unless otherwise required by law, notice
  of adjournment of a meeting need not be given if the time and place to which
  it is adjourned are announced at such meeting.

               Notice of any meeting of stockholders or class thereof, whether
  required by law, the Certificate of Incorporation, or these By-Laws, may be
  waived in writing by any stockholder entitled to such notice, either before or
  after the holding of such meeting. The attendance of any stockholder at any
  meeting without protesting, prior to or at the commencement of the meeting,
  the lack of proper notice shall constitute a waiver by him of notice of such
  meeting.



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             Section 5. Quorum. Unless a greater proportion is required by law,
the Certificate of Incorporation, or these By-Laws, and subject to the right of
any class of shares to vote as a class, at any meeting of stockholders (i) the
holders of shares constituting a majority of the shares entitled to vote, if
present in person or by proxy, shall constitute a quorum for all purposes; and
(ii) if a quorum is present, all questions and business which shall come before
the meeting shall be determined by the vote of a majority of the shares present
in person or by proxy and entitled to vote on the subject matter.

             At any meeting, whether a quorum is present or not, the holders of
a majority of the shares present in person or by proxy and entitled to vote may
adjourn the meeting to another time or place. At any such adjourned meeting at
which a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally notified or held.

             Section 6. Proxies. Each stockholder entitled to vote at a meeting
of stockholders may authorize another person or persons to act for him by proxy.
The instrument appointing a proxy shall be in writing and subscribed by the
person making the appointment. The person so appointed need not be a
stockholder. A vote in accordance with the terms of a proxy shall be valid
notwithstanding the previous death or incapacity of the principal or revocation
of the appointment unless notice in writing of such death, incapacity, or
revocation shall have been given to the Corporation before a vote is taken. The
presence of a stockholder at a meeting shall not operate to revoke a proxy
unless and until notice of such revocation is given to the Corporation in
writing or in open meeting.

             Section 7. Advance Notice. At an annual meeting or special meeting
of the stockholders, only such business may be conducted as has been specified
in the notice of meeting, brought before the meeting by or at the direction of
the Board of Directors, otherwise properly brought before the meeting by or at
the director of the Board of Directors, or by a stockholder who has given timely
written notice to the Corporation's corporate secretary (the "Secretary") of
such stockholder's intention to bring such business before the meeting (the
"Business Procedure").

             Only persons who are nominated by or at the direction of the Board
of Directors, by a nominating committee or person appointed by the Board of
Directors, or by a stockholder who has given timely written notice to the
Secretary prior to the meeting at which directors are to be elected, will be
eligible for election as directors (the "Nomination Procedure").

             To be timely, notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 75 days nor
more than 90 days prior to the meeting; provided, however, that in the event
that less than 90 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 so received not later than the close of business on the 15th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made, whichever was first.

             A stockholder's notice to the Corporation proposing to nominate a
person for election as a director must contain certain information (i) about
each proposed nominee, including, without limitation, (a) the name, age,
business address and residence address of the nominee, (b) the principal
occupation or employment of the nominee, (c) the class and number of shares of
Common Stock of the Corporation ("Common Stock") which are beneficially owned by
the nominee and (d) any other information relating to the nominee that is
required to be disclosed in solicitations of proxies for election of directors
pursuant to Regulation 14A under the Securities Exchange Act of 1934 and (ii)
about the stockholder proposing to nominate such person, including, without
limitation, (a) the name and record address of the stockholder and (b) the class
and number of shares of Common Stock which are beneficially owned by the
stockholder.




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             A stockholder's notice relating to the conduct of business other
than the nomination of directors at an annual meeting must contain certain
information about such business and about the proposing stockholders including,
without limitation, (a) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (b) the name and record address of the proposing stockholder, (c) the
class and number of shares of Common Stock owned by the proposing stockholder
and (d) a description of any material interest of the stockholder in such
business.

             If the chairman of the meeting determines that a person was not
nominated in accordance with the Nomination Procedure, such person will not be
eligible for election as a director and such nomination shall be disregarded. If
such chairman determines that that business was not properly brought before such
meeting in accordance with the Business Procedure, such business will not be
transacted at such meeting.

                                   ARTICLE III

                                    Directors

             Section 1. Number and Classification. The number of directors of
the Corporation (exclusive of directors, if any, to be elected by the holders of
any one or more classes of Preferred Stock voting separately as a class or
classes) shall be not less than six nor more than fifteen. Within such minimum
and maximum limitations, the authorized number of directors shall be fixed from
time to time by the Board of Directors pursuant to a resolution adopted by a
majority of the then authorized number of directors. Until otherwise determined
by the Board of Directors, the number of directors shall be fixed at twelve.

             The Board of Directors shall be divided into three classes, with
the term of office of one class expiring each year. The number of directors in
each class shall be determined by the Board of Directors.

             Section 2. Term of Office. At each annual meeting of stockholders,
directors elected to succeed those directors whose terms then expire shall be
elected for a term of office to expire at the third succeeding annual meeting of
stockholders after their election.

             Each director shall hold office until the expiration of the term
for which he is elected and until his successor has been elected and qualified
or until his earlier resignation or removal. No reduction in the number of
directors or change in the size of any class shall shorten the term of any
incumbent director.

             Section 3. Qualification of Directors. Directors of the Corporation
need not be stockholders of the Corporation. At any time, no less than a
majority of the directors then in office shall be independent directors. For
purposes of these By-Laws, an "independent director" shall mean a director who
(i) has not been employed by the Corporation or any of its affiliates in an
executive capacity within the last five years; (ii) does not have any business
relationship with the Corporation (other than service as a director), any of its
affiliates, or any executive officer of the Corporation, for which the
Corporation is required (or would be required if such relationship were with the
Corporation) to make disclosure under Regulation S-K of the Securities and
Exchange Commission; (iii) is not employed by a publicly-held company of which
an executive officer of the Corporation serves as a director; and (iv) is not a
member of the immediate family of any person described in (i) through (iii)
above.

             Section 4. Newly Created Directorships and Vacancies. Subject to
the rights, if any, of the holders of any series of Preferred Stock then
outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from the death, resignation, retirement, disqualification, removal
from office, or other cause may be filled by a majority vote of the directors
then in office, though less than a quorum, and any director so chosen shall hold
office until the next election of the class for which such director shall have
been chosen and until his successor shall be elected and qualified.

             Section 5. Removal. Subject to the rights, if any, of the holders
of any series of Preferred Stock then outstanding and notwithstanding the fact
that a lesser percentage may be specified by law, any director or the entire
Board of Directors may be removed from office at any time, but only by the
affirmative vote of the holders of at least 66 2/3% of the shares of the
Corporation then entitled to vote at an election of directors.




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                                   ARTICLE IV

                  Powers and Meetings of the Board of Directors


             Section 1. Powers of the Board. Except as otherwise provided by law
or the Certificate of Incorporation, the business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. The
directors then in office shall have the authority to act on matters relating to
the business and affairs of the Corporation notwithstanding the fact than less
than a majority are independent directors; provided, however, that until such
time as a majority of the directors are independent directors, the directors
shall fill any newly-created directorship or any vacancy only with an
independent director.

             Section 2. Meetings of the Board. An annual meeting of the Board of
Directors shall be held immediately following the adjournment of each annual
meeting of stockholders, and notice of such meeting need not be given.

             The Board of Directors may, by resolution, provide for other
meetings of the Board. Meetings of the Board of Directors may also be held at
any time upon the call of the Chairman of the Board, the President, or any three
members of the Board.

             Meetings of the Board of Directors may be held at any place either
within or without the State of Delaware. Written notice of the time and place of
each meeting of the Board of Directors other than the annual meeting shall be
given by mailing the same to each director at his last-known address at least
three (3) days prior to the date of said meeting, or such notice may be given to
each director, not later than the day preceding the meeting, personally, or by
delivery of a notice addressed to him at said address, or by sending the same to
him at said address by telegraph, telecopier or any other means. Notice of a
meeting to be held by conference telephone or other communications equipment may
be given to each director by telephone or like means at any time prior to the
meeting. Notices need not specify the purposes of the meeting. Notice of any
meeting of directors may be waived in writing by any director, either before or
after the holding of such meeting. The attendance of any director at any meeting
without protesting, prior to or at the commencement of the meeting, the lack of
prior notice shall constitute a waiver by him of notice of such meeting. Notice
of adjournment of a meeting need not be given if the time and place to which it
is adjourned are announced at such meeting.

             Section 3. Quorum. A majority of the then authorized number of
directors shall constitute a quorum for the transaction of business, provided
that whenever less than a quorum is present at any time or place appointed for a
meeting of the Board, a majority of those present may adjourn the meeting from
time to time without notice, other than by announcement at the meeting, until a
quorum shall be present. The vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors
unless the act of a greater number is required by the Certificate of
Incorporation or these By-Laws.

             Section 4. Action by Directors without a Meeting. Any action
required or permitted to be taken at any meeting of the directors may be taken
without a meeting if all directors consent thereto in writing and the writing or
writings are filed with or entered upon the records of the Corporation.

             Section 5. Action by Communications Equipment. Directors may
participate in a meeting of the Board or any committee of directors appointed by
the Board as hereinafter provided by means of conference telephone or other
communications equipment if all persons participating can hear each other.
Participation in a meeting pursuant to this Section shall constitute presence at
such meeting.


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                                    ARTICLE V

                                   Committees

             The Board of Directors may, by resolution passed by a majority of
the then authorized number of directors, designate one or more committees, each
committee to consist of three or more of the directors of the Corporation. The
Board 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. To the extent provided in the resolution of the Board of Directors
establishing any such committee and except as otherwise prohibited by law, any
committee of the Board may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation other
than the power or authority to declare a dividend or to authorize the issuance
of stock.

             Each such committee shall serve at the pleasure of the Board of
Directors and shall be subject to the control and direction of the Board of
Directors.

             An act or authorization of an act by any such committee within the
authority delegated to it by the resolution establishing it shall be as
effective for all purposes as the act or authorization of the Board of
Directors.

             Any such committee may act by a majority of its members at a
meeting or by a writing or writings signed by all of its members and filed with
or entered upon the records of the Corporation.

             The Board of Directors may likewise appoint other members of any
committee who are not members of the Board of Directors; provided, however, that
any such individual shall act only in an advisory capacity and shall have no
vote upon any matter of business before the committee.

             The following committees heretofore established by resolutions of
the Board shall be permanent committees of the Board, namely, the Executive
committee, the Audit Committee and the Compensation Committee. A majority of the
members of the Audit Committee shall be independent directors, as defined in
ARTICLE III, Section 3, of these By-Laws.


                                   ARTICLE VI

                                    Officers

             Section 1. Officers. The officers of the Corporation shall be a
President, a Secretary, and a Treasurer, and such other officers (including,
without limitation, a Chairman of the Board and one or more Vice Presidents) and
assistant officers as the Board of Directors from time to time may determine.
Any two or more offices may be held by one person, except the offices of
President and Vice President.

             Section 2. Election and Term of Office. Each officer of the
Corporation shall be elected by the Board of Directors and shall hold office
until the annual meeting of the Board of Directors following his election and
until his successor is elected and qualified or until his earlier resignation or
removal. The Board of Directors may remove any officer at any time, with or
without cause. The Board of Directors may fill any vacancy in any office
occurring from whatever cause.

             Section 3. Duties of Officers. Each officer and assistant officer
shall have such duties, responsibilities, powers, and authority as may be
prescribed by law or assigned to him by the Board of Directors from time to
time.



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                                   ARTICLE VII

                    Indemnification of Directors and Officers

             The Corporation shall indemnify any person who served or serves as
a director or officer of the Corporation and any director or officer of the
Corporation who served or serves 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 and all losses, liabilities,
damages, and expenses, including attorneys' fees, judgments, fines, and amounts
paid in settlement, incurred by such person, in connection with any claim,
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, including any action by or in the right of the Corporation, by
reason of any act or omission to act as such director, officer, employee, or
agent, to the full extent permitted by Delaware law including, without
limitation, the provisions of Section 145 of the General Corporation Law of
Delaware.

             The right to indemnification conferred in this Article VII shall be
a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such claim, action, suit or proceeding in
advance of its final disposition; provided, however, that if the Delaware
General Corporation Law so requires, such payment shall be made only upon
delivery to the corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article or otherwise.

             The indemnification provided by this Article VII shall not be
deemed exclusive of any other rights to which any person seeking indemnification
may be entitled under these By-Laws or any agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer of the Corporation and shall inure to the benefit of the heirs,
executors, and administrators of such a person.

                                  ARTICLE VIII

                        Certificates for Shares of Stock

             Section 1. The interest of each stockholder in the Corporation
shall be evidenced by a certificate or certificates for shares in such form as
the Board of Directors from time to time may prescribe. The shares of the
Corporation shall be transferable on the books of the Corporation by the holder
thereof in person or by his attorney, upon surrender for cancellation of a
certificate or certificates for the same number of shares, with an assignment
and power of transfer endorsed thereon or attached thereto, duly executed, and
with such proof of the authenticity of the signature as the Corporation or its
agent may reasonably require.

             Section 2. Certificates for shares of stock shall be signed by the
Chairman of the Board, the President, or a Vice President, and by the Secretary
or Treasurer or an Assistant Secretary or an Assistant Treasurer of the
Corporation and shall be countersigned and registered in such manner, if any, as
the Board of Directors may prescribe. Any or all signatures on the certificate
may be a facsimile. In case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
cease to be such officer, transfer agent, or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer, transfer agent, or registrar at the date of issue.

             Section 3. No certificate for shares of stock shall be delivered in
place of any certificate alleged to have been lost, stolen, or destroyed, except
upon production of such evidence of such loss, theft, or destruction, and upon
delivery to the Corporation of a bond of indemnity in such amount, upon such
terms, and secured by such surety, as the Board of Directors in its discretion
may require.



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                                   ARTICLE IX

                                      Seal

             The seal of the Corporation shall be circular with the name of the
Corporation and the word "DELAWARE" surrounding the word "SEAL". Failure to
affix the corporate seal shall not affect the validity of any instrument.

                                    ARTICLE X

                                   Amendments

             These By-Laws may be amended or repealed only in the manner
provided in the Corporation's Certificate of Incorporation.












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