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                                                                     EXHIBIT 3.2

                       AMENDED AND RESTATED (A/O 4/--/98)
                                     BY-LAWS
                                       OF
                           POLAND COMMUNICATIONS, INC.
                            (a New York corporation)

                                    ARTICLE I
                                  SHAREHOLDERS

     Section 1.1. ANNUAL MEETING. The annual meeting of shareholders for the
election of directors and the transaction of such other business as may properly
come before such meeting shall be held on the second Wednesday of August of each
year at such time and place, within or without the State of New York, as shall
be determined by resolution of the Board of Directors. If the day fixed for the
annual meeting is a legal holiday, such meeting shall be held on the next
succeeding business day. If the election of directors shall not be held on the
day designated herein for the annual meeting of shareholders, or at any
adjournment thereof, the Board of Directors shall cause such election to be held
at a special meeting of shareholders to be called as soon thereafter as is
convenient.

     Section 1.2. SPECIAL MEETINGS. Special meetings of shareholders may be
called by the Chairman of the Board of Directors, the Board of Directors, or the
Chief Executive Officer and shall be called by the Chief Executive Officer or
the Secretary at the request in writing, stating the purpose or purposes
thereof, of holders of not less than twenty percent of the Voting Power (as
defined hereinafter). If the Chief Executive Officer or the Secretary shall not,
within fifteen (15) days after the receipt of such shareholders' request, so
call such meeting, such shareholders may call the same. Special meetings of
shareholders may be held at such time and place, within or without the State of
New York, as shall be determined by resolution of the Board of Directors or as
may be specified in the call of any such special meeting. If not otherwise
designated, the place of any special meeting shall be the principal office of
the Corporation in the County of Albany, State of New York.

     Section 1.3. NOTICE OF MEETINGS AND ADJOURNED MEETINGS. Written notice of
every meeting of shareholders, stating the place, date, time and purposes
thereof, shall, except when otherwise required by the Certificate of
Incorporation, as amended and restated from time to time, of the Corporation
(the "Certificate of Incorporation") or the laws of the State of New York, be
given at least 10 but not more than 60 days prior to such meeting to each
shareholder



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of record entitled to vote thereat, in the manner set forth in Section 9.1 of
these By-Laws, by or at the direction of the Chief Executive Officer or the
Secretary or the persons calling such meeting. Any meeting at which a quorum of
shareholders is present, in person or by proxy, may be adjourned from time to
time without notice, other than announcement at such meeting, until its business
shall be completed. At such adjourned meeting, any business may be transacted
which might have been transacted at the original meeting. If the adjournment is
for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, written notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote thereat as above provided.

     Section 1.4. QUORUM. The holders of a majority of the Voting Power (as
defined hereinafter), which holders may vote in person or be represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business. For the purposes of these By-Laws, the term "Voting
Power" means, with respect to any shares of stock issued and outstanding and
entitled to vote at a meeting of the shareholders, the total number of votes
represented by such shares.

     If, however, such quorum shall not be present or represented at any meeting
of the shareholders, the shareholders entitled to vote thereat, present in
person or represented by proxy, shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented any business may be transacted which
might have been transacted at the meeting as originally notified. When a quorum
is present at any meeting, the vote of the holders of a majority of the Voting
Power shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the New York Business Corporation Law
or by express provision of the Certificate of Incorporation a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

     Section 1.5. PROXIES. At every meeting of shareholders, each shareholder
having the right to vote thereat shall be entitled to vote in person or by
proxy. Such proxy shall be filed with the Secretary before or at the time of the
meeting. No proxy shall be valid after eleven months from its date, unless such
proxy provides for a longer period or limits its use to a particular meeting not
yet held. No proxy shall be valid after ten years from its date of execution,
unless such proxy is irrevocable, in which case such irrevocable proxy shall be
governed by the applicable provisions of the laws of the State of New York.

     A shareholder may authorize another person or persons to act for such
shareholder as proxy (i) by executing a writing authorizing such person or
persons to act as such, which execution may be accomplished by such shareholder
or such shareholder's authorized officer, director, employee or agent signing
such writing or causing his or her signature to be affixed to such writing by
any reasonable means, including, but not limited to, facsimile signature, or
(ii) by transmitting or authorizing the transmission of a telegram, cablegram
wireless or other



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similar transmission (a "Transmission") to the person who will be the holder of
the proxy or to a proxy solicitation firm, proxy support service organization or
like agent duly authorized by the person who will be the holder of the proxy to
receive such Transmission; provided, however, that any such Transmission must
either set forth or be submitted with information from which it can be
determined that such Transmission was authorized by such shareholder. The
Secretary or such other person or persons as shall be appointed from time to
time by the Board of Directors shall examine Transmissions to determine if they
are valid. If it is determined that a Transmission is valid, the person or
persons making that determination shall specify the information upon which such
person or persons relied. Any copy, facsimile telecommunication or other
reliable reproduction of such a writing or such a Transmission 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, however, that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original writing or
Transmission.

     Section 1.6. FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD. (a)
In order that the Corporation may determine the shareholders entitled to notice
of or to vote at any meeting of shareholders 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 such record date shall be adopted by
the Board of Directors, and which record date shall not be more than 60 nor less
than 10 days before the date of such meeting. If no such record date shall have
been fixed by the Board of Directors, such record date shall be at the close of
business on the day next preceding the day on which such notice is given or, if
such notice is waived or is not required by these By-Laws, at the close of
business on the day next preceding the day on which such meeting shall be held.
A determination of shareholders of record entitled to notice of or to vote at
any meeting of shareholders shall apply to any adjournment of such meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     (b) In order that the Corporation may determine the shareholders entitled
to receive payment of any dividend or other distribution or any allotment of any
rights or the shareholders entitled to exercise any rights in respect of any
change, conversion or exchange of any capital stock, or for the purpose of any
other lawful action (other than as set forth in subsection (a)), the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing such record date shall be adopted by the Board
of Directors, and which record date shall not be more than 60 days prior to such
payment, allotment or other action. If no such record date shall have been
fixed, such record date shall be at the close of business on the day on which
the Board of Directors shall adopt the resolution relating to such payment,
allotment or other action.

     Section 1.7. SHAREHOLDER LIST. The Secretary or any other officer who has
charge of the share transfer books of the Corporation shall prepare, at least 5
days before every meeting of shareholders, a complete list of the shareholders
as of the record date entitled to vote at such



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meeting, arranged in alphabetical order, and showing the address of each
shareholder and the number and class of shares registered in the name of each
shareholder. Such list shall be open to the examination of any shareholder
during usual business hours for a period of at least 5 days prior to such
meeting, either at the principal office of the Corporation or at the office or
place of business of a transfer agent in the State of New York, for any proper
purpose in the interest of the shareholder as such or of the corporation and not
for speculative of trading purposes or for any purpose inimical to the interest
of the corporation or of its shareholders. The list shall also be produced and
kept at the time and place of such meeting during the whole time thereof, and
may be inspected for any such proper purpose by any shareholder who is present.
The original share transfer book shall be prima facie evidence as to who are the
shareholders entitled to examine such list or other equivalent record.

     Section 1.8. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of capital stock
of the Corporation standing in the name of a deceased person, a minor, an
incompetent or a corporation declared bankrupt and entitled to vote may be voted
by an administrator, executor, guardian, conservator or trustee, as the case may
be, in person, by proxy, or by written consent, without transfer of such shares
into the name of the official so voting.

     A shareholder whose shares of capital stock of the Corporation are pledged
shall be entitled to vote such shares unless on the transfer books of the
Corporation the pledgor has expressly empowered the pledgee to vote such shares,
in which case only the pledgee, or such pledgee's proxy, may represent such
shares and vote thereon.

     Shares of capital stock of the Corporation, the voting rights of which are
held in escrow or in a voting trust, or the voting of which is directed or
controlled by a voting agreement, in each case pursuant to the terms of
agreement between or among shareholders, may be voted (in person, by proxy, or
by written consent) only by the person or entity having the right under such
agreement to vote such shares, without any transfer of such shares into the name
of the person or entity so voting being necessary.

     Shares of capital stock of the Corporation 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 shall be held by the
Corporation, shall not be voted at any meeting of shareholders 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 1.8 shall be
construed to limit the right of the Corporation to vote shares of capital stock
of the Corporation held by it in a fiduciary capacity.

     Section 1.9. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any annual or special meeting of stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of all
outstanding stock having the right to vote upon such action at a meeting at
which all the shares entitled to vote thereon were present and voted. In
addition, to



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the extent permitted by the laws of the State of New York, any action required
or permitted to be taken at any annual or special meeting of stockholders, may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all the shares entitled to vote thereon were present and voted, provided that
prompt notice of such action shall be given to those stockholders who have not
so consented in writing to such action without a meeting.

                                   ARTICLE II

                                    DIRECTORS

     Section 2.1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.

     Section 2.2. QUORUM. At all meetings of the Board of Directors, a majority
of the "entire board" shall constitute a quorum for the transaction of business.
If, however, such quorum shall not be present, the directors present thereat
shall have the power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present. Minutes
shall be maintained of all regular and special meetings, and copies of the
minutes of every meeting shall be furnished as soon as practicable to each
director regardless of whether or not the director was present at the meeting.
For purposes of these By-Laws, the "entire board" means the total number of
directors which the Corporation would have if there are no vacancies.

     The act of a majority of all of the directors present at a meeting for
which there is a quorum shall be the act of the Board of Directors, except as
otherwise provided in these By-Laws, in the Certificate of Incorporation, or by
the New York Business Corporation Law.

     Section 2.3. RESIGNATION OR REMOVAL. Any director may resign by giving
written notice to the Board of Directors or the Chief Executive Officer. Any
such resignation shall take effect at the time of receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it effective.
Except as otherwise required by the laws of the State of New York or the
Certificate of Incorporation, any director may be removed, with or without
cause, by the affirmative vote or written consent of a majority of the Voting
Power.

     Section 2.4. VACANCIES. Except as otherwise required by the laws of the
State of New York or the Certificate of Incorporation, vacancies in the Board of
Directors shall be filled by the affirmative vote or written consent of a
majority of the Voting Power.




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     Section 2.5. PLACE OF MEETINGS. Meetings of the Board of Directors may be
held at such places, within or without the State of New York, as the Board of
Directors may from time to time determine or as may be specified in the call of
any such meeting.

     Section 2.6. REGULAR MEETINGS. A regular annual meeting of the Board of
Directors shall be held, without call or notice, immediately after and at the
same place as the annual meeting of shareholders, for the purpose of organizing
the Board of Directors, electing officers and transacting any other business
that may properly come before such meeting. Additional regular meetings of the
Board of Directors may be held without call or notice at such times as shall be
fixed by resolution of the Board of Directors.

     Section 2.7. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board of Directors, the Chief Executive
Officer, a Vice President or any two directors then in office. Notice of each
special meeting shall be made orally or in writing by the Secretary to each
director at least five days before such meeting. Such notice shall set forth the
date, time and place of such meeting but need not, unless otherwise required by
the laws of the State of New York, state the purpose of such meeting.

     Section 2.8. TELEPHONIC PARTICIPATION IN MEETINGS. Members of the Board of
Directors may participate in a meeting of the Board of Directors through
conference telephone or similar communications equipment by means of which all
persons participating in such meeting can hear each other, and participation in
any meeting conducted pursuant to this Section 2.8 shall constitute presence in
person at such meeting.

     Section 2.9. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
all members of the Board consent thereto in writing and such written consent is
filed with the minutes of proceedings of the Board .

     Section 2.10. COMPENSATION. Unless otherwise restricted by the Certificate
of Incorporation, the directors shall be paid their reasonable expenses, if any,
of attendance at each meeting of the Board of Directors. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

     Section 2.11. PRESUMPTION OF ASSENT. Unless otherwise provided by the laws
of the State of New York, a director who is present at a meeting of the Board of
Directors at which action is taken on any corporate matter shall be presumed to
have assented to the action taken unless his or her dissent shall be entered in
the minutes of such meeting or unless he or she shall file his or her written
dissent to such action with the person acting as secretary of such meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the Secretary immediately after the adjournment of such meeting. Such right
to dissent shall not apply to a director who voted in favor of such action.




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     Section 2.12. PRESIDING OFFICER. The presiding officer at any meeting of
the Board of Directors shall be the Chairman or, in his or her absence, the
Chief Executive Officer or, in his or her absence, any other director elected
chairman for the meeting by vote of two thirds of the directors present at such
meeting.

     Section 2.13. RELIANCE UPON RECORDS. In performing his or her duties, a
director shall be entitled to rely on information, opinions, reports or
statements, including financial statements and other financial data, prepared or
presented by (1) one or more officers or employees of the Corporation whom the
director reasonably believes to be reliable and competent in the matters
presented, and (2) counsel, public accountants or other persons as to matters
which the director reasonably believes to be within such person's professional
or expert competence, but he or she shall not be considered to be acting in good
faith if he or she has knowledge concerning the matter in question that causes
such reliance to be unwarranted.

     Section 2.14. INTERESTED DIRECTORS. The presence of a director who is
directly or indirectly a party to a contract or transaction with the
Corporation, or between the Corporation and any other corporation, partnership,
association or other organization in which such director is a director, officer
or employee or has a financial interest, may be counted in determining whether a
quorum is present at any meeting of the Board of Directors at which such
contract or transaction is discussed or authorized, and such director may
participate in such meeting to the extent permitted by applicable law.


                                   ARTICLE III

                                    OFFICERS

     Section 3.1. NUMBER AND DESIGNATION. The officers of the Corporation shall
be the Chairman of the Board of Directors, the Chief Executive Officer, one or
more Vice Presidents, a Secretary and a Treasurer, and such other officers as
may be elected or appointed by the Board of Directors. Any two or more offices
may be held by the same person unless the Certificate of Incorporation or these
By-Laws provide otherwise.

     Section 3.2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after the election of directors. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Vacancies may be filled or new offices created
and filled at any meeting of the Board of Directors by the Board of Directors.
Each officer shall hold office until his or her successor shall have been duly
elected and shall have qualified or until his or her earlier death, resignation
or removal.

     Section 3.3. REMOVAL AND RESIGNATION. Any officer elected or appointed by
the Board of Directors may be removed by the Board of Directors whenever in its
judgment the best



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interests of the Corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. Any
officer may resign at any time, subject to such officer's contract obligations
to the Corporation, by giving written notice to the Board of Directors, the
Chief Executive Officer or the Secretary. Subject to such officer's contract
obligations to the Corporation, any such resignation shall take effect at the
time of receipt of such notice or at any later time specified therein; and,
unless otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective.

     Section 3.4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.

     Section 3.5. CHAIRMAN. The Board of Directors may elect a member of the
Board to be Chairman of the Board of Directors. The Chairman of the Board of
Directors, if so elected, shall preside at all meetings of the Board of
Directors, and he or she shall have and perform such other duties as from time
to time may be assigned to him by the Board of Directors.

     Section 3.6. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
have overall supervisory powers in overseeing the business and affairs of the
Corporation, subject to the direction of the Chairman of the Board of Directors;
shall be empowered to sign or countersign all certificates, contracts or other
instruments; and shall perform any and all duties assigned to him by the Board
of Directors or as are incident to the office of the Chief Executive Officer of
a corporation. The Chief Executive Officer shall in general supervise and
control all of the day-to-day business and affairs of the Corporation and may
execute, alone or with the Secretary or any other officer of the Corporation
authorized by the Board of Directors, any documents which the Board of Directors
has authorized to be executed or in the ordinary course of business of the
Corporation, except in cases where the execution thereof shall be expressly
delegated by the Board of Directors or by these By-Laws to some other officer or
agent of the Corporation, or shall be required by law to be otherwise executed.

     Section 3.7. THE VICE PRESIDENTS. In the absence of the Chief Executive
Officer or in the event of his or her inability or refusal to act, the Vice
President (or in the event there shall be more than one Vice President, the Vice
Presidents in the order determined by the Board of Directors or, if there shall
have been no such determination, then in the order of their election) shall
perform the duties of the Chief Executive Officer and, when so acting, shall
have all the powers of and be subject to all the restrictions upon the Chief
Executive Officer. The Board of Directors may also designate certain Vice
Presidents as being in charge of designated divisions, facilities or functions
of the Corporation's business and add appropriate descriptions to their titles.
In addition, any Vice President shall perform such duties as from time to time
may be assigned to him or her by the Board of Directors.

     Section 3.8. THE SECRETARY. The Secretary shall (a) keep the minutes of
proceedings of the shareholders and of the Board of Directors in one or more
books provided for that purpose;



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(b) see that all notices are duly given in accordance with the provisions of
these By-Laws or as required by law; (c) be custodian of the corporate records
and of the seal of the Corporation; (d) affix the seal of the Corporation or a
facsimile thereof, or cause it to be affixed, and, when so affixed, attest the
seal by his or her signature, to all certificates for shares of capital stock of
the Corporation prior to the issue thereof and to all other documents the
execution of which on behalf of the Corporation under its seal is duly
authorized by the Board of Directors or otherwise in accordance with the
provisions of these By-Laws; (e) keep a register of the post office address of
each shareholder or director which shall be furnished to the Secretary by such
shareholder or director; (f) have general charge of the stock transfer books of
the Corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him or
her by the Chief Executive Officer or the Board of Directors.

     Section 3.9. THE TREASURER. The Treasurer shall have charge and custody of
and be responsible for all funds and securities of the Corporation, receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever, deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of Article IV of these By-Laws, disburse the funds of the
Corporation as ordered by the Board of Directors or the Chief Executive Officer
or as otherwise required in the conduct of the business of the Corporation and
render to the Chief Executive Officer or the Board of Directors, upon request,
an accounting of all his or her transactions as Treasurer and a report on the
financial condition of the Corporation. The Treasurer shall in general perform
all the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him or her by the Chief Executive Officer or the
Board of Directors. If required by the Board of Directors, the Treasurer shall
give a bond which shall be renewed regularly, in such sum and with such surety
or sureties as the Board of Directors shall determine, for the faithful
discharge of his or her duties and for the restoration to the Corporation, in
case of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his or her
possession or under his or her control belonging to the Corporation.

     Section 3.10. ASSISTANT TREASURERS AND SECRETARIES. In the absence of the
Secretary or the Treasurer, as the case may be, or in the event of his or her
inability or refusal to act, the Assistant Secretaries and the Assistant
Treasurers, respectively, if any have been elected or appointed, in the order
determined by the Board of Directors (or if there shall have been no such
determination, then in the order of their election), shall perform the duties
and exercise the powers of the Secretary or the Treasurer, as the case may be.
In addition. the Assistant Secretaries and the Assistant Treasurers shall, in
general, perform such duties as may be assigned to them by the Chief Executive
Officer, the Secretary, the Treasurer or the Board of Directors. Each Assistant
Treasurer shall, if required by the Board of Directors, give a bond (which shall
be renewed regularly), in such sum and with such surety or sureties as the Board
of Directors shall determine, for the faithful discharge of his or her duties.




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     Section 3.11. SALARIES. The salaries of the officers of the Corporation
shall be fixed from time to time by the Board of Directors. No officer shall be
prevented from receiving such salary by reason of the fact that he or she is
also a director of the Corporation.


                                   ARTICLE IV

                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

     Section 4.1. CONTRACTS. Notwithstanding anything herein to the contrary,
the Board of Directors may authorize any officer or officers, or agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Corporation, and such authority may be general or
confined to specific instances.

     Section 4.2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness or security instruments shall be
issued in the name of the Corporation unless authorized by or pursuant to a
resolution adopted by the Board of Directors. Such authority may be general or
confined to specific instances.

     Section 4.3. CHECKS, DRAFTS, ETC, All checks, drafts or other orders for
payment of money issued in the name of the Corporation shall be signed by such
officers, employees or agents of the Corporation as shall from time to time be
designated by the Board of Directors, the Chairman of the Board of Directors,
the Chief Executive Officer or the Treasurer.

     Section 4.4. DEPOSITS. All funds of the Corporation 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 shall be designated from time to
time by the Board of Directors, the Chairman of the Board of Directors, the
Chief Executive Officer or the Treasurer; and such officers may designate any
type of depository arrangement (including, but not limited to, depository
arrangements resulting in net debits against the Corporation) as may from time
to time be offered or made available.

                                    ARTICLE V

                      SHARE CERTIFICATES AND THEIR TRANSFER

     Section 5.1. SHARE CERTIFICATES. Shares of capital stock of the Corporation
shall be represented by certificates which shall be in such form as may be
determined by the Board of Directors, shall be numbered and shall be entered on
the books of the Corporation as they are issued. Such certificates shall comply
with the requirements of the New York Business Corporation Law, or any successor
provision, and shall be signed by (a) the Chairman of the Board of Directors,
the Chief Executive Officer or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer, or (b) any two
officers of the



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Corporation so authorized to sign by a resolution of the Board of Directors. If
any share certificate shall be manually signed by a transfer agent, transfer
clerk acting on behalf of the Corporation or registrar, the signature of any
officer of the Corporation may be a facsimile. In case any such officer whose
facsimile signature has been used on any such share certificate shall cease to
be such officer, whether because of death, resignation, removal or otherwise,
before such share certificate shall have been delivered by the Corporation, such
share certificate may nevertheless be delivered by the Corporation as though the
person whose facsimile signature has been used thereon had not ceased to be such
officer.

     Section 5.2. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of Directors
in individual cases, or by general resolution or by delegation to the transfer
agent for the Corporation, may direct that a new share certificate or
certificates for shares of capital stock of the Corporation be issued in place
of any share certificate or certificates theretofore issued by the Corporation
claimed to have been lost, stolen or destroyed, upon the filing of an affidavit
to that effect by the person claiming such loss, theft or destruction. When
authorizing such an issuance of a new share certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to such
issuance, require the owner of such lost, stolen or destroyed share certificate
or certificates to advertise the case in such manner as the Corporation shall
require and/or to give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the share certificate or certificates claimed to have been lost,
stolen or destroyed.

     Section 5.3. TRANSFERS OF SHARES. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares of capital stock
of the Corporation duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer or, if the relevant certificate
for shares of capital stock of the Corporation is claimed to have been lost,
stolen or destroyed, upon compliance with the provisions of Section 5.2 of these
By-Laws, and upon payment of applicable taxes with respect to such transfer, and
in compliance with any restrictions on transfer applicable to such share
certificate or the shares represented thereby of which the Corporation shall
have notice and subject to such rules and regulations as the Board of Directors
may from time to time deem advisable concerning the transfer and registration of
share certificates for shares of capital stock of the Corporation, the
Corporation shall issue a new share certificate or certificates for such shares
to the person entitled thereto, cancel the old share certificate and record the
transaction upon its books. Transfers of shares shall be made only on the books
of the Corporation by the registered holder thereof or by such holder's attorney
or successor duly authorized as evidenced by documents filed with the Secretary
or transfer agent of the Corporation. Whenever any transfer of shares of capital
stock of the Corporation shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of transfer if, when the share
certificate or certificates representing such shares are presented to the
Corporation for transfer, both the transferor and transferee request the
Corporation to do so.




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     Section 5.4. SHAREHOLDERS OF RECORD. The Corporation shall be entitled to
treat the holder of record of any share of capital stock of the Corporation as
the holder thereof and shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of the State of New York.


                                   ARTICLE VI

                               GENERAL PROVISIONS

     Section 6.1. FISCAL YEAR. The fiscal year of the Corporation shall be the
calendar year, unless otherwise specified by the Board of Directors.

     Section 6.2. SEAL. The corporate seal of the Corporation shall have
inscribed thereon the name of the Corporation and the words "SEAL" and "NEW
YORK"; and it shall otherwise be in the form approved by the Board of Directors.
Such seal may be used by causing it, or a facsimile thereof, to be impressed or
affixed or otherwise reproduced.


                                   ARTICLE VII

                                     OFFICES


     Section 7.1. PRINCIPAL OFFICE. The principal office of the Corporation
shall be in the County of Albany, State of New York, or such other place as the
Board of Directors may from time to time designate.

     Section 7.2. OTHER OFFICES. The Corporation may have offices at such other
places, both within or without the State of New York, as shall be determined
from time to time by the Board of Directors or as the business of the
Corporation may require.


                                  ARTICLE VIII

                                    INSURANCE

     Section 8.1. 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



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asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such.


                                   ARTICLE IX

                                     NOTICES

     Section 9.1. MANNER OF NOTICE. Except as otherwise provided by law,
whenever under the provisions of the laws of the State of New York, the
Certificate of Incorporation or these By-Laws notice is required to be given to
any shareholder or director, such notice may be given by personal delivery or by
depositing it, in a sealed envelope, in the United States mail, air mail or
first class, postage prepaid, addressed to such shareholder, director or member
either at the address of such shareholder, director or member as it appears on
the books of the Corporation or, in the case of such a director or member, at
his or her business address; and such notice shall be deemed to be given at the
time when it is thus personally delivered or deposited, as the case may be. Such
requirement for notice shall also be deemed satisfied, except in the case of
shareholder meetings with respect to which written notice is required by law, if
actual notice is received orally or by other writing by the person entitled
thereto as far in advance of the event with respect to which notice is being
given as the minimum notice period required by the laws of the State of New York
or these By-Laws. Notwithstanding any provision of this Section 9.1 to the
contrary, any shareholder or director may, by written request provided to the
Secretary of the Corporation, require that notice to such shareholder or
director shall be made exclusively by personal delivery or certified mail,
return receipt requested, and to require that such notice shall be made to such
shareholder or director at two separate addresses (and that, with respect to
either or both of such separate address, such notice be in care of a specific
person).

     Section 9.2. COMPUTATION OF NOTICE PERIOD. In computing the period of time
of any notice required or permitted to be given by law, or under the provisions
of the Certificate of Incorporation or By-Laws or of a resolution of
shareholders or directors, the day on which the notice is given shall be
included, and the day on which the matter noticed is to occur shall be included,
in the absence of a contrary provision.

     Section 9.3. WAIVER OF NOTICE. Whenever any notice is required to be given
under any provision of the laws of the State of New York, the Certificate of
Incorporation or these By-Laws, a written waiver thereof, signed by the person
or persons entitled to such notice, whether before or after the time stated
therein. shall be deemed equivalent to such notice. Attendance by a person at a
meeting shall constitute a waiver of notice of such meeting, except when such
person attends such meeting for the express purpose of objecting, prior to or at
the commencement of such meeting, to the transaction of any business because
such meeting has not been lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of
shareholders or the Board of Directors need be specified



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<PAGE>


in any written waiver of notice unless so required by the laws of the State of
New York, the Certificate of Incorporation or these By-Laws.


                                    ARTICLE X

                                    DIVIDENDS

     The Board of Directors may from time to time declare, and the Corporation
may pay, dividends, in cash, in property or in shares of capital stock of the
Corporation, on its outstanding shares of capital stock in the manner and upon
the terms and conditions provided by law and by the Certificate of
Incorporation.


                                   ARTICLE XI

                                   AMENDMENTS

     Except to the extent otherwise provided in the Certificate of Incorporation
or these By-Laws, these By-Laws shall be subject to alteration, amendment or
repeal, and new By-Laws may be adopted, by the Board of Directors, but any
By-Law(s) adopted by the Board of Directors may be amended or repealed at any
time by the holders of a majority of the Voting Power.



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