<PAGE>   1
                                                                     Exhibit 3.2




                              AMENDED AND RESTATED


                                     BYLAWS


                                       OF


                          HOME INTERIORS & GIFTS, INC.
<PAGE>   2




                              TABLE OF CONTENTS
PREAMBLE

<TABLE>
<CAPTION>
ARTICLE ONE: OFFICES                                                                                                  PAGE
<S>                                                                                                                    <C>
         1.01    Registered Office and Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
                 ---------------------------                                                                             
         1.02    Other Offices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
                 -------------                                                                                           

ARTICLE TWO: SHAREHOLDERS
         2.01    Annual Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
                 ---------------                                                                                         
         2.02    Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
                 ----------------                                                                                        
         2.03    Place of Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
                 -----------------                                                                                       
         2.04    Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
                 ------                                                                                                  
         2.05    Voting List  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
                 -----------                                                                                             
         2.06    Voting of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
                 ----------------                                                                                        
         2.07    Quorum; Withdrawal of Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
                 ----------------------------                                                                            
         2.08    Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                 ------                                                                                                  
         2.09    Method of Voting; Proxies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                 -------------------------                                                                               
         2.10    Closing of Transfer Records; Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                 ----------------------------------------                                                                
         2.11    Officers Duties at Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                 --------------------------                                                                              
         2.12    Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                 ----------------------                                                                                  

ARTICLE THREE: DIRECTORS
         3.01    Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                 ----------                                                                                              
         3.02    Number; Election; Term; Qualification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                 -------------------------------------                                                                   
         3.03    Changes in Number  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                 -----------------                                                                                       
         3.04    Removal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                 -------                                                                                                 
         3.05    Vacancies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                 ---------                                                                                               
         3.06    Place of Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                 -----------------                                                                                       
         3.07    First Meeting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                 -------------                                                                                           
         3.08    Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                 ----------------                                                                                        
         3.09    Special Meetings; Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                 ------------------------                                                                                
         3.10    Quorum; Majority Vote  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                 ---------------------                                                                                   
         3.11    Procedure; Minutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
                 ------------------                                                                                      
         3.12    Presumption of Assent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
                 ---------------------                                                                                   
         3.13    Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
                 ------------                                                                                            
         3.14    Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
                 ----------------------                                                                                  

ARTICLE FOUR: COMMITTEES
         4.01    Designation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
                 -----------                                                                                             
         4.02    Number; Qualification; Term  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
                 ---------------------------                                                                             
         4.03    Authority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
                 ---------                                                                                               
         4.04    Committee Changes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                 -----------------                                                                                       
         4.05    Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                 ----------------                                                                                        
         4.06    Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                 ----------------                                                                                        
         4.07    Quorum; Majority Vote  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                 ---------------------                                                                                   
         4.08    Minutes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                 -------                                                                                                 
         4.09    Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                 ------------                                                                                            
         4.10    Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                 --------------                                                                                          
</TABLE>


                                      i
<PAGE>   3





<TABLE>
<CAPTION>
ARTICLE FIVE: GENERAL PROVISIONS RELATING TO MEETINGS
<S>                                                                                                                    <C>
         5.01    Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                 ------                                                                                                  
         5.02    Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                 ----------------                                                                                        
         5.03    Telephone and Similar Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
                 ------------------------------                                                                          

ARTICLE SIX: OFFICERS AND OTHER AGENTS
         6.01    Number; Titles; Election; Term; Qualification  . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
                 ---------------------------------------------                                                           
         6.02    Removal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
                 -------                                                                                                 
         6.03    Vacancies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
                 ---------                                                                                               
         6.04    Authority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
                 ---------                                                                                               
         6.05    Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
                 ------------                                                                                            
         6.06    Chairman of the Board  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
                 ---------------------                                                                                   
         6.07    President  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
                 ---------                                                                                               
         6.08    Vice Presidents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                 ---------------                                                                                         
         6.09    Treasurer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                 ---------                                                                                               
         6.10    Assistant Treasurers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                 --------------------                                                                                    
         6.11    Secretary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                 ---------                                                                                               
         6.12    Assistant Secretaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                 ---------------------                                                                                   

ARTICLE SEVEN: CERTIFICATES AND SHAREHOLDERS
         7.01    Certificated and Uncertificated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                 --------------------------------------                                                                  
         7.02    Certificates for Certificated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                 ------------------------------------                                                                    
         7.03    Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                 --------                                                                                                
         7.04    Consideration for Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                 ------------------------                                                                                
         7.05    Lost, Stolen, or Destroyed Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                 ---------------------------------------                                                                 
         7.06    Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                 ------------------                                                                                      
         7.07    Registered Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
                 -----------------------                                                                                 
         7.08    Legends  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 -------                                                                                                 
         7.09    Regulations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 -----------                                                                                             

ARTICLE EIGHT: MISCELLANEOUS PROVISIONS
         8.01    Dividends  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 ---------                                                                                               
         8.02    Books and Records  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 -----------------                                                                                       
         8.03    Fiscal Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 -----------                                                                                             
         8.04    Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 ----                                                                                                    
         8.05    Attestation by the Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 ----------------------------                                                                            
         8.06    Resignation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 -----------                                                                                             
         8.07    Securities of Other Corporations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                 --------------------------------                                                                        
         8.08    Amendment of Bylaws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                 -------------------                                                                                     
         8.09    Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                 ------------------                                                                                      
         8.10    Headings; Table of Contents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                 ---------------------------                                                                             
</TABLE>


                                      ii

<PAGE>   4




                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                          HOME INTERIORS & GIFTS, INC.

                              A Texas Corporation


                                    PREAMBLE

         These bylaws have been amended and restated as of June 4, 1998.  These
bylaws are subject to, and governed by, the Texas Business Corporation Act and
the articles of incorporation, as amended from time to time (the "articles of
incorporation"), of Home Interiors & Gifts, Inc., a Texas corporation (the
"Corporation").  In the event of a direct conflict between the provisions of
these bylaws and the mandatory provisions of the Texas Business Corporation Act
or the provisions of the articles of incorporation of the Corporation, such
provisions of the Texas Business Corporation Act or the articles of
incorporation of the Corporation, as the case may be, will be controlling.


                              ARTICLE ONE: OFFICES

         1.01    Registered Office and Agent.  The registered office and
registered agent of the Corporation shall be as designated from time to time by
the appropriate filing by the Corporation in the office of the Secretary of
State of Texas.

         1.02    Other Offices.  The Corporation may also have offices at such
other places, both within and without the State of Texas, as the board of
directors may from time to time determine or the business of the Corporation
may require.


                           ARTICLE TWO: SHAREHOLDERS

         2.01    Annual Meetings.  An annual meeting of shareholders of the
Corporation shall be held during each calendar year on such date and at such
time as shall be designated from time to time by the board of directors and
stated in the notice of the meeting.  At such meeting, the shareholders shall
elect directors and transact such other business as may properly be brought
before the meeting.

         2.02    Special Meetings.  A special meeting of the shareholders may
be called at any time by the president, the board of directors, or the
secretary at the request of the holders of not less than ten percent of all
shares entitled to vote at such meeting.  Only business within the purpose or
purposes described in the notice of special meeting may be conducted at such
special meeting.

         2.03    Place of Meetings.  The annual meeting of shareholders may be
held at any place within or without the State of Texas designated by the board
of directors.  Special meetings of shareholders may be held at any place within
or without the State of Texas designated by the person or persons



                                      1
<PAGE>   5




calling such special meeting as provided in Section 2.02 above.  Meetings of
shareholders shall be held at the principal office of the Corporation unless
another place is designated for meetings in the manner provided herein.

         2.04    Notice.  Except as otherwise provided by law, written or
printed notice stating the place, day, and hour of each meeting of the
shareholders and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten nor more than
sixty days before the date of the meeting, either personally or by mail, by or
at the direction of the president, the secretary, or the person calling the
meeting, to each shareholder of record entitled to vote at such meeting.  If
mailed, such  notice shall be deemed to be delivered when deposited in the
United States mail addressed to the shareholder at his address as it appears on
the share transfer records of the corporation, with postage thereon prepaid.

         2.05    Voting List.  At least ten days before each meeting of
shareholders, the secretary shall prepare a complete list of shareholders
entitled to vote at such meeting, arranged in alphabetical order, including the
address of each shareholder and the number of voting shares held by each
shareholder.  For a period of ten days prior to such meeting, such list shall
be kept on file at the registered office or principal place of business of the
Corporation and shall be subject to inspection by any shareholder during usual
business hours.  Such list shall be produced and kept open at such meeting, and
at all times during such meeting shall be subject to inspection by any
shareholder.  The original share transfer records shall be prima facie evidence
as to who are the shareholders entitled to examine such list or transfer
records or to vote at any meeting of shareholders.

         2.06    Voting of Shares.  Treasury shares, shares of the
Corporation's own stock owned by another corporation the majority of the voting
stock of which is owned or controlled by the Corporation, and shares of the
Corporation's own stock held by the Corporation in a fiduciary capacity shall
not be shares entitled to vote or to be counted in determining the total number
of outstanding shares.  Shares standing in the name of another domestic or
foreign corporation of any type or kind may be voted by such officer, agent, or
proxy as the bylaws of such corporation may authorize or, in the absence of
such authorization, as the board of directors of such corporation may
determine.  Shares held by an administrator, executor, guardian, or conservator
may be voted by him, either in person or by proxy, without transfer of such
shares into his name so long as such shares form a part of the estate served by
him and are in the possession of such estate.  Shares held by a trustee may be
voted by him, either in person or by proxy, only after the shares have been
transferred into his name as trustee.  Shares standing in the name of a
receiver may be voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without transfer of such shares
into his name if authority to do so is contained in the court order by which
such receiver was appointed.  A shareholder whose shares are pledged shall be
entitled to vote such shares until they have been transferred into the name of
the pledgee, and thereafter, the pledgee shall be entitled to vote such shares.

         2.07    Quorum; Withdrawal of Quorum.  A quorum shall be present at a
meeting of shareholders if the holders of a majority of the shares entitled to
vote are represented at the meeting in person or by proxy, except as otherwise
provided by law or the articles of incorporation.  If a quorum shall not be
present at any meeting of shareholders, the shareholders represented in person
or by proxy at such meeting may adjourn the meeting until such time and to such
place as may be determined by a vote of the holders of a majority of the shares
represented in person or by proxy at that meeting.  Once a quorum is present at
a meeting of shareholders, the shareholders represented in person or by proxy
at the meeting may conduct such business as may be properly brought before the
meeting until it is



                                      2
<PAGE>   6




adjourned, and the subsequent withdrawal from the meeting of any shareholder or
the refusal of any shareholder represented in person or by proxy to vote shall
not affect the presence of a quorum at the meeting.

         2.08    Voting.  Directors of the Corporation shall be elected by a
plurality of the votes cast by the holders of shares entitled to vote in the
election of directors of the Corporation at a meeting of shareholders at which
a quorum is present.  Except as otherwise provided by law, the articles of
incorporation, or these bylaws, with respect to any matter, the affirmative
vote of the holders of a majority of the Corporation's shares entitled to vote
on that matter and represented in person or by proxy at a meeting at which a
quorum is present shall be the act of the shareholders.

         2.09    Method of Voting; Proxies.  Every shareholder of record shall
be entitled at every meeting of shareholders to one vote on each matter
submitted to a vote, for every share standing in his name on the original share
transfer records of the Corporation except to the extent that the voting rights
of the shares of any class or classes are increased, limited, or denied by the
articles of incorporation.  Such share transfer records shall be prima facie
evidence as to the identity of shareholders entitled to vote.  At any meeting
of shareholders, every shareholder having the right to vote may vote either in
person or by a proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact.  Each such proxy shall be filed with the secretary
of the Corporation before, or at the time of, the meeting.  No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy.  If no date is stated on a proxy, such proxy shall be
presumed to have been executed on the date of the meeting at which it is to be
voted.  Each proxy shall be revocable unless the proxy form conspicuously
states that the proxy is irrevocable and the proxy is coupled with an interest.

         2.10    Closing of Transfer Records; Record Date.  For the purpose of
determining shareholders entitled to notice of, or to vote at, any meeting of
shareholders or any adjournment thereof, or entitled to receive a distribution
(other than a distribution involving a purchase or redemption by the
Corporation of any of its own shares) or a share dividend, or in order to make
a determination of shareholders for any other proper purpose (other than
determining shareholders entitled to consent to action by shareholders proposed
to be taken without a meeting of shareholders), the board of directors may
provide that the share transfer records of the Corporation shall be closed for
a stated period but not to exceed in any event sixty days.  If the share
transfer records are closed for the purpose of determining shareholders
entitled to notice of, or to vote at, a meeting of shareholders, such records
shall be closed for at least ten days immediately preceding such meeting.  In
lieu of closing the share transfer records, the board of directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty days and, in case of a meeting
of shareholders, not less than ten days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the share transfer records are not closed and if no record date is fixed for
the determination of shareholders entitled to notice of, or to vote at, a
meeting of shareholders or entitled to receive a distribution (other than a
distribution involving a purchase or redemption by the Corporation of any of
its own shares) or a share dividend, the date on which the notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such distribution or share dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders.  When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this Section 2.10, such determination shall apply
to any adjournment thereof except where the determination has been made through
the closing of the share transfer records and the stated period of closing has
expired.


                                      3
<PAGE>   7




         2.11    Officers Duties at Meetings.  The president shall preside at,
and the secretary shall prepare minutes of, each meeting of shareholders, and
in the absence of either such officer, such duties shall be performed by some
person or persons chosen by the board of directors from among the directors
present.

         2.12    Action Without Meeting.  Any action which may be taken, or
which is required by law or the articles of incorporation or bylaws of the
Corporation to be taken, at any annual or special meeting of shareholders, may
be taken without a meeting, without prior notice, and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall have
been signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take such action at a meeting at
which the holders of all shares entitled to vote on the action were present and
voted.  The signed consent or consents of shareholders shall be placed in the
minute books of the Corporation.  The record date for the purpose of
determining shareholders entitled to consent to any action pursuant to this
Section 2.12 shall be determined in accordance with Article 2.26.C of the Texas
Business Corporation Act.


                            ARTICLE THREE: DIRECTORS

         3.01    Management.  The powers of the Corporation shall be exercised
by or under the authority of, and the business and affairs of the Corporation
shall be managed under the direction of, the board of directors.

         3.02    Number; Election; Term; Qualification.  The number of
directors which shall constitute the board of directors shall be not less than
one.  The first board of directors shall consist of the number of directors
named in the articles of incorporation.  Thereafter, the number of directors
which shall constitute the entire board of directors shall be determined by
resolution of the board of directors at any meeting thereof or by the
shareholders at any meeting thereof, but shall never be less than one.  At each
annual meeting of shareholders, directors shall be elected to hold office until
the next annual meeting of shareholders and until their successors are elected
and qualified.  No director need be a shareholder, a resident of the State of
Texas, or a citizen of the United States.

         3.03    Changes in Number.  No decrease in the number of directors
constituting the entire board of directors shall have the effect of shortening
the term of any incumbent director.  Any directorship to be filled by reason of
an increase in the number of directors may be filled by (i) the shareholders at
any annual or special meeting of shareholders called for that purpose or (ii)
the board of directors for a term of office continuing only until the next
election of one or more directors by the shareholders; provided that the board
of directors may not fill more than two such directorships during the period
between any two successive annual meetings of shareholders.  Notwithstanding
the foregoing, whenever the holders of any class or series of shares are
entitled to elect one or more directors by the provisions of the articles of
incorporation, any newly created directorship(s) of such class or series to be
filled by reason of an increase in the number of such directors may be filled
by the affirmative vote of a majority of the directors elected by such class or
series then in office or by a sole remaining director so elected or by the vote
of the holders of the outstanding shares of such class or series, and such
directorship(s) shall not in any case be filled by the vote of the remaining
directors or by the holders of the outstanding shares of the Corporation as a
whole unless otherwise provided in the articles of incorporation.




                                      4
<PAGE>   8




         3.04    Removal.  At any meeting of shareholders called expressly for
that purpose, any director or the entire board of directors may be removed,
with or without cause, by a vote of the holders of a majority of the shares
then entitled to vote on the election of directors.  Notwithstanding the
foregoing, whenever the holders of any class or series of shares are entitled
to elect one or more directors by the provisions of the articles of
incorporation, only the holders of shares of that class or series shall be
entitled to vote for or against the removal of any director elected by the
holders of shares of that class or series.

         3.05    Vacancies.  Any vacancy occurring in the board of directors
may be filled by (i) the shareholders at any annual or special meeting of
shareholders called for that purpose or (ii) the affirmative vote of a majority
of the remaining directors though less than a quorum of the board of directors.
A director elected to fill a vacancy shall be elected to serve for the
unexpired term of his predecessor in office.  Notwithstanding the foregoing,
whenever the holders of any class or series of shares are entitled to elect one
or more directors by the provisions of the articles of incorporation, any
vacancies in such directorship(s) may be filled by the affirmative vote of a
majority of the directors elected by such class or series then in office or by
a sole remaining director so elected or by the vote of the holders of the
outstanding shares of such class or series, and such directorship(s) shall not
in any case be filled by the vote of the remaining directors or the holders of
the outstanding shares of the Corporation as a whole unless otherwise provided
in the articles of incorporation.

         3.06    Place of Meetings.  The board of directors may hold its
meetings in such place or places within or without the State of Texas as the
board of directors may from time to time determine.

         3.07    First Meeting.  Each newly elected board of directors may hold
its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as
the annual meeting of shareholders, and notice of such meeting shall not be
necessary.

         3.08    Regular Meetings.  Regular meetings of the board of directors
may be held without notice at such times and places as may be designated from
time to time by resolution of the board of directors and communicated to all
directors.

         3.09    Special Meetings; Notice.  Special meetings of the board of
directors shall be held whenever called by the president or by any director.
The person calling any special meeting shall cause notice of such special
meeting, including therein the time and place of such special meeting, to be
given to each director at least two days before such special meeting.  Neither
the business to be transacted at, nor the purpose of, any special meeting of
the board of directors need be specified in the notice or waiver of notice of
any special meeting.

         3.10    Quorum; Majority Vote.  At all meetings of the board of
directors, a majority of the number of directors fixed in the manner provided
in these bylaws shall constitute a quorum for the transaction of business.  If
a quorum is not present at a meeting, a majority of the directors present may
adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum is present.  The act of a majority
of the directors present at a meeting at which a quorum is in attendance shall
be the act of the board of directors, unless the act of a greater number is
required by law, the articles of incorporation, or these bylaws.




                                      5
<PAGE>   9




         3.11    Procedure; Minutes.  At meetings of the board of directors,
business shall be transacted in such order as the board of directors may
determine from time to time.  The board of directors shall appoint at each
meeting a person to preside at the meeting and a person to act as secretary of
the meeting.  The secretary of the meeting shall prepare minutes of the meeting
which shall be delivered to the secretary of the Corporation for placement in
the minute books of the Corporation.

         3.12    Presumption of Assent.  A director of the Corporation who is
present at any meeting of the board of directors at which action on any matter
is taken shall be presumed to have assented to the action unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof or shall forward any dissent by
certified or registered mail to the secretary of the Corporation immediately
after the adjournment of the meeting.  Such right to dissent shall not apply to
a director who voted in favor of such action.

         3.13    Compensation.  Directors, in their capacity as directors, may
receive, by resolution of the board of directors, a fixed sum and expenses of
attendance, if any, for attending meetings of the board of directors or a
stated salary.  No director shall be precluded from serving the Corporation in
any other capacity or receiving compensation therefor.

         3.14    Action Without Meeting.  Any action which may be taken, or
which is required by law, the articles of incorporation, or these bylaws to be
taken, at a meeting of the board of directors or any committee may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall have been signed by all of the members of the board of directors or
committee, as the case may be, and such consent shall have the same force and
effect, as of the date stated therein, as a unanimous vote of such members of
the board of directors or committee, as the case may be, and may be stated as
such in any document or instrument filed with the Secretary of State of Texas
or in any certificate or other document delivered to any person.  The consent
may be in one or more counterparts so long as each director or committee member
signs one of the counterparts.  The signed consent shall be placed in the
minute books of the Corporation.


                            ARTICLE FOUR: COMMITTEES

         4.01    Designation.  The board of directors may, by resolution
adopted by a majority of the entire board of directors, designate one or more
committees.

         4.02    Number; Qualification; Term.  The board of directors, by
resolution adopted by a majority of the entire board of directors, shall
designate one or more of its members as members of any committee and may
designate one or more of its members as alternate members of any committee, who
may, subject to any limitations imposed by the board of directors, replace
absent or disqualified members at any meeting of that committee.  The number of
committee members may be increased or decreased from time to time by resolution
adopted by a majority of the entire board of directors.  Each committee member
shall serve as such until the earliest of (i) the expiration of his term as
director, (ii) his resignation as a committee member or as a director, or (iii)
his removal, as a committee member or as a director.

         4.03    Authority.  Each committee, to the extent expressly provided
in the resolution establishing such committee, shall have and may exercise all
of the authority of the board of directors,



                                      6
<PAGE>   10




including, without limitation, the authority to authorize a distribution and to
authorize the issuance of shares of the Corporation.  Notwithstanding the
foregoing, however, no committee shall have the authority of the board of
directors in reference to:

                 (a)       amending the articles of incorporation, except that
                           a committee may, to the extent provided in the
                           resolution designating that committee, exercise the
                           authority of the board of directors vested in it in
                           accordance with Article 2.13 of the Texas Business
                           Corporation Act;

                 (b)       proposing a reduction of the stated capital of the
                           Corporation in the manner permitted by Article 4.12
                           of the Texas Business Corporation Act;

                 (c)       approving a plan of merger, share exchange or
                           conversion of the Corporation;

                 (d)       recommending to the shareholders the sale, lease, or
                           exchange of all or substantially all of the property
                           and assets of the Corporation otherwise than in the
                           usual and regular course of its business;

                 (e)       recommending to the shareholders a voluntary
                           dissolution of the Corporation or a revocation
                           thereof;

                 (f)       amending, altering, or repealing these bylaws or
                           adopting new bylaws of the Corporation;

                 (g)       filling vacancies in the board of directors;

                 (h)       filling vacancies in, or designating alternate
                           members of, any committee;

                 (i)       filling any directorship to be filled by reason of
                           an increase in the number of directors;

                 (j)       electing or removing officers of the Corporation or
                           members or alternate members of any committee;

                 (k)       fixing the compensation of any member or alternate
                           member of any committee; or
        
                 (l)       altering or repealing any resolution of the board of
                           directors that by its terms provides that it shall
                           not be amendable or repealable.

         4.04    Committee Changes.  The board of directors shall have the
power at any time to fill vacancies in, to change the membership of, and to
discharge any committee.

         4.05    Regular Meetings.  Regular meetings of any committee may be
held without notice at such time and place as may be designated from time to
time by the committee and communicated to all members thereof.




                                      7
<PAGE>   11




         4.06    Special Meetings.  Special meetings of any committee may be
held whenever called by any committee member.  The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee
member at least two days before such special meeting.  Neither the business to
be transacted at, nor the purpose of, any special meeting of any committee need
be specified in the notice or waiver of notice of any special meeting.

         4.07    Quorum; Majority Vote.  At meetings of any committee, a
majority of the number of members designated by the board of directors shall
constitute a quorum for the transaction of business.  If a quorum is not
present at a meeting of any committee, a majority of the members present may
adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum is present.  The act of a majority
of the members present at any meeting at which a quorum is in attendance shall
be the act of a committee, unless the act of a greater number is required by
law, the articles of incorporation, or these bylaws.

         4.08    Minutes.  Each committee shall cause minutes of its
proceedings to be prepared and shall report the same to the board of directors
upon the request of the board of directors.  The minutes of the proceedings of
each committee shall be delivered to the secretary of the Corporation for
placement in the minute books of the Corporation.

         4.09    Compensation.  Committee members may, by resolution of the
board of directors, be allowed a fixed sum and expenses of attendance, if any,
for attending any committee meetings or a stated salary.

         4.10    Responsibility.  The designation of any committee and the
delegation of authority to it shall not operate to relieve the board of
directors or any director of any responsibility imposed upon it or such
director by law.


             ARTICLE FIVE: GENERAL PROVISIONS RELATING TO MEETINGS

         5.01    Notice.  Whenever by law, the articles of incorporation, or
these bylaws, notice is required to be given to any committee member, director,
or shareholder and no provision is made as to how such notice shall be given,
it shall be construed to mean that any such notice may be given (a) in person,
(b) in writing, by mail, postage prepaid, addressed to such committee member,
director, or shareholder at his address as it appears on the books of the
Corporation or, in the case of a shareholder, the share transfer records of the
Corporation, or (c) by any other method permitted by law.  Any notice required
or permitted to be given by mail shall be deemed to be delivered and given at
the time when the same is deposited in the United States mail, postage prepaid,
and addressed as aforesaid.

         5.02    Waiver of Notice.  Whenever by law, the articles of
incorporation, or these bylaws, any notice is required to be given to any
committee member, shareholder, or director of the Corporation, a waiver thereof
in writing signed by the person or persons entitled to such notice, whether
before or after the time notice should have been given, shall be equivalent to
the giving of such notice.  Attendance of a committee member, shareholder, or
director at a meeting shall constitute a waiver of notice of such meeting,
except where such person attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.





                                      8
<PAGE>   12




         5.03    Telephone and Similar Meetings.  Shareholders, directors, or
committee members may participate in and hold a meeting by means of a
conference telephone or similar communications equipment by means of which
persons participating in the meeting can hear each other.  Participation in
such a meeting shall constitute presence in person at such meeting, except
where a person participates in the meeting for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called or convened.


                     ARTICLE SIX: OFFICERS AND OTHER AGENTS

         6.01    Number; Titles; Election; Term; Qualification.  The officers
of the Corporation shall be a president, one or more vice presidents (and, in
the case of each vice president, with such descriptive title, if any, as the
board of directors shall determine), a secretary, and a treasurer.  The
Corporation may also have a chairman of the board, one or more assistant
treasurers, one or more assistant secretaries, and such other officers and such
agents as the board of directors may from time to time elect or appoint.  The
board of directors shall elect a president, vice president, treasurer, and
secretary at its first meeting at which a quorum shall be present after the
annual meeting of shareholders or whenever a vacancy exists.  The board of
directors then, or from time to time, may also elect or appoint one or more
other officers or agents as it shall deem advisable.  Each officer and agent
shall hold office for the term for which he is elected or appointed and until
his successor has been elected or appointed and qualified.  Any person may hold
any number of offices.  No officer or agent need be a shareholder, a director,
a resident of the State of Texas, or a citizen of the United States.

         6.02    Removal.  Any officer, agent or member of a committee elected
or appointed by the board of directors may be removed by the board of directors
whenever in its judgment the best interest of the Corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.  Election or appointment of an officer, agent or
member of a committee shall not of itself create contract rights.

         6.03    Vacancies.  Any vacancy occurring in any office of the
Corporation may be filled by the board of directors.

         6.04    Authority.  Officers shall have such authority and perform
such duties in the management of the Corporation as are provided in these
bylaws or as may be determined by resolution of the board of directors not
inconsistent with these bylaws.

         6.05    Compensation.  The compensation, if any, of officers and
agents shall be fixed from time to time by the board of directors; provided,
that the board of directors may by resolution delegate to any one or more
officers of the Corporation the authority to fix such compensation.

         6.06    Chairman of the Board.  The chairman of the board shall have
such powers and duties as may be prescribed by the board of directors.

         6.07    President.  Unless and to the extent that such powers and
duties are expressly delegated to a chairman of the board by the board of
directors, the president shall be the chief executive officer of the
Corporation and, subject to the supervision of the board of directors, shall
have general management and control of the business and property of the
Corporation in the ordinary course of its business with all such powers with
respect to such general management and control as may be





                                      9
<PAGE>   13




reasonably incident to such responsibilities, including, but not limited to,
the power to employ, discharge, or suspend employees and agents of the
Corporation, to fix the compensation of employees and agents, and to suspend,
with or without cause, any officer of the Corporation pending final action by
the board of directors with respect to continued suspension, removal, or
reinstatement of such officer.  The president may, without limitation, agree
upon and execute all division and transfer orders, bonds, contracts, and other
obligations in the name of the Corporation.

         6.08    Vice Presidents.  Each vice president shall have such powers
and duties as may be prescribed by the board of directors or as may be
delegated from time to time by the president and (in the order as designated by
the board of directors, or in the absence of such designation, as determined by
the length of time each has held the office of vice president continuously)
shall exercise the powers of the president during that officer's absence or
inability to act.  As between the Corporation and third parties, any action
taken by a vice president in the performance of the duties of the president
shall be conclusive evidence of the absence or inability to act of the
president at the time such action was taken.

         6.09    Treasurer.  The treasurer shall have custody of the
Corporation's funds and securities, shall keep full and accurate accounts of
receipts and disbursements, and shall deposit all moneys and valuable effects
in the name and to the credit of the Corporation in such depository or
depositories as may be designated by the board of directors.  The treasurer
shall audit all payrolls and vouchers of the Corporation, receive, audit, and
consolidate all operating and financial statements of the Corporation and its
various departments, shall supervise the accounting and auditing practices of
the Corporation, and shall have charge of matters relating to taxation.
Additionally, the treasurer shall have the power to endorse for deposit,
collection, or otherwise all checks, drafts, notes, bills of exchange, and
other commercial paper payable to the Corporation and to give proper receipts
and discharges for all payments to the Corporation.  The treasurer shall
perform such other duties as may be prescribed by the board of directors or as
may be delegated from time to time by the president.

         6.10    Assistant Treasurers.  Each assistant treasurer shall have
such powers and duties as may be prescribed by the board of directors or as may
be delegated from time to time by the president.  The assistant treasurers (in
the order as designated by the board of directors or, in the absence of such
designation, as determined by the length of time each has held the office of
assistant treasurer continuously) shall exercise the powers of the treasurer
during that officer's absence or inability to act.   As between the Corporation
and third parties, any action taken by an assistant treasurer in the
performance of the duties of the treasurer shall be conclusive evidence of the
absence or inability to act of the treasurer at the time such action was taken.

         6.11    Secretary.  The secretary shall maintain minutes of all
meetings of the board of directors, of any committee, and of the shareholders
or consents in lieu of such minutes in the Corporation's minute books, and
shall cause notice of such meetings to be given when requested by any person
authorized to call such meetings.  The secretary may sign with the president,
in the name of the Corporation, all contracts of the Corporation and affix the
seal of the Corporation thereto.  The secretary shall have charge of the
certificate books, share transfer records, stock ledgers, and such other stock
books and papers as the board of directors may direct, all of which shall at
all reasonable times be open to inspection by any director at the office of the
Corporation during business hours.  The secretary shall perform such other
duties as may be prescribed by the board of directors or as may be delegated
from time to time by the president.






                                      10
<PAGE>   14




         6.12    Assistant Secretaries.  Each assistant secretary shall have
such powers and duties as may be prescribed by the board of directors or as may
be delegated from time to time by the president.  The assistant secretaries (in
the order designated by the board of directors or, in the absence of such
designation, as determined by the length of time each has held the office of
assistant secretary continuously) shall exercise the powers of the secretary
during that officer's absence or inability to act.  As between the Corporation
and third parties, any action taken by an assistant secretary in the
performance of the duties of the secretary shall be conclusive evidence of the
absence or inability to act of the secretary at the time such action was taken.


                  ARTICLE SEVEN: CERTIFICATES AND SHAREHOLDERS

         7.01    Certificated and Uncertificated Shares.  The shares of the
Corporation may be either certificated shares or uncertificated shares.  As
used herein, the term "certificated shares" means shares represented by
instruments in bearer or registered form, and the term "uncertificated shares"
means shares not represented by instruments and the transfers of which are
registered upon books maintained for that purpose by or on behalf of the
Corporation.

         7.02    Certificates for Certificated Shares.  The certificates
representing certificated shares of stock of the Corporation shall be in such
form as shall be approved by the board of directors in conformity with law.
The certificates shall be consecutively numbered, shall be entered as they are
issued in the books of the Corporation or in the records of the Corporation's
designated transfer agent, if any, and shall state upon the face thereof:  (a)
that the Corporation is organized under the laws of the State of Texas; (b) the
name of the person to whom issued; (c) the number and class of shares and the
designation of the series, if any, which such certificate represents; (d) the
par value of each share represented by such certificate, or a statement that
the shares are without par value; and (e) such other matters as may be required
by law.  The certificates shall be signed by the chairman of the board, chief
executive officer (if so elected or appointed by the board of directors),
president or any vice president and also by the secretary, an assistant
secretary, or any other officer; however, the signatures of any of such
officers may be facsimiles.  The certificates may be sealed with the seal of
the Corporation or a facsimile thereof.

         7.03    Issuance.  Shares with or without par value may be issued for
such consideration and to such persons as the board of directors may from time
to time determine, except in the case of shares with par value the
consideration must be at least equal to the par value of such shares.  Shares
may not be issued until the full amount of the consideration has been paid.
After the issuance of uncertificated shares, the Corporation or the transfer
agent of the Corporation shall send to the registered owner of such
uncertificated shares a written notice containing the information required to
be stated on certificates representing shares of stock as set forth in Section
7.02 above and such additional information as may be required by Section 8.408
of the Texas Uniform Commercial Code as currently in effect and as the same may
be amended from time to time hereafter.

         7.04    Consideration for Shares.  The consideration for the issuance
of shares shall be sufficient if paid in accordance with the provisions of
Article 2.15 of the Texas Business Corporation Act, as the same exists or may
hereafter be amended or interpreted.

         7.05    Lost, Stolen, or Destroyed Certificates.  The Corporation
shall issue a new certificate or certificates in place of any certificate
representing shares previously issued if the registered owner of the
certificate:



                                      11
<PAGE>   15




                 (a)       Claim.  Makes proof by affidavit, in form and
                           substance satisfactory to the board of directors or
                           any proper officer, that a  previously issued
                           certificate representing shares has been lost,
                           destroyed, or stolen;

                 (b)       Timely Request.  Requests the issuance of a new
                           certificate before the Corporation has notice that
                           the certificate has been acquired by a purchaser for
                           value in good faith and without notice of an adverse
                           claim;

                 (c)       Bond.  If required by the board of directors or any
                           proper officer, in its or such officer's discretion,
                           delivers to the Corporation a bond or indemnity
                           agreement in such form, with such surety or
                           sureties, and with such fixed or open penalty, as
                           the board of directors or such officer may direct,
                           in its or such officer's discretion, to indemnify
                           the Corporation (and its transfer agent and
                           registrar, if any) against any claim that may be
                           made on account of the alleged loss, destruction, or
                           theft of the certificate; and

                 (d)       Other Requirements.  Satisfies any other reasonable
                           requirements imposed by the board of directors.

         7.06    Transfer of Shares.  Shares of stock of the Corporation shall
be transferable only on the books of the Corporation by the shareholders
thereof in person or by their duly authorized attorneys or legal
representatives.  With respect to certificated shares, upon surrender to the
Corporation or the transfer agent of the Corporation for transfer of a
certificate representing shares duly endorsed and accompanied by any reasonable
assurances that such endorsements are genuine and effective as the Corporation
may require and after compliance with any applicable law relating to the
collection of taxes, the Corporation or its transfer agent shall, if it has no
notice of an adverse claim or if it has discharged any duty with respect to any
adverse claim, issue one or more new certificates to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.
With respect to uncertificated shares, upon delivery to the Corporation or the
transfer agent of the Corporation of an instruction originated by an
appropriate person (as prescribed by Section 8.308 of the Texas Uniform
Commercial Code as currently in effect and as the same may be amended from time
to time hereafter) and accompanied by any reasonable assurances that such
instruction is genuine and effective as the Corporation may require and after
compliance with any applicable law relating to the collection of taxes, the
Corporation or its transfer agent shall, if it has no notice of an adverse
claim or has discharged any duty with respect to any adverse claim, record the
transaction upon its books, and shall send to the new registered owner of such
uncertificated shares, and, if the shares have been transferred subject to a
registered pledge, to the registered pledgee, a written notice containing the
information required to be stated on certificates representing shares of stock
set forth in Section 7.02 above and such additional information as may be
required by Section 8.408 of the Texas Uniform Commercial Code as currently in
effect and as the same may be amended from time to time hereafter.

         7.07    Registered Shareholders.  The Corporation shall be entitled to
treat the shareholder of record as the shareholder in fact of any shares and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not it
shall have actual or other notice thereof, except as otherwise provided by law.





                                      12
<PAGE>   16




         7.08    Legends.  The board of directors shall cause an appropriate
legend to be placed on certificates representing shares of stock as may be
deemed necessary or desirable by the board of directors in order for the
Corporation to comply with applicable federal or state securities or other
laws.

         7.09    Regulations.  The board of directors shall have the power and
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer, registration, or replacement of certificates
representing shares of stock of the Corporation.


                    ARTICLE EIGHT: MISCELLANEOUS PROVISIONS

         8.01    Dividends.  Subject to provisions of applicable statutes and
the articles of incorporation, dividends may be declared by and at the
discretion of the board of directors at any meeting and may be paid in cash, in
property, or in shares of stock of the Corporation.

         8.02    Books and Records.  The Corporation shall keep books and
records of account and shall keep minutes of the proceedings of its
shareholders, the board of directors, and each committee of the board of
directors.  The Corporation shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a
record of the original issuance of shares issued by the Corporation and a
record of each transfer of those shares that have been presented to the
Corporation for registration of transfer, giving the names and addresses of all
past and current shareholders and the number and class of the shares held by
each of such shareholders.

         8.03    Fiscal Year.  The fiscal year of the Corporation shall be
fixed by the board of directors; provided, that if such fiscal year is not
fixed by the board of directors and the board of directors does not defer its
determination of the fiscal year, the fiscal year shall be the calendar year.

         8.04    Seal.  The seal, if any, of the Corporation shall be in such
form as may be approved from time to time by the board of directors.  If the
board of directors approves a seal, the affixation of such seal shall not be
required to create a valid and binding obligation against the Corporation.

         8.05    Attestation by the Secretary.  With respect to any deed, deed
of trust, mortgage, or other instrument executed by the Corporation through its
duly authorized officer or officers, the attestation to such execution by the
secretary of the Corporation shall not be necessary to constitute such deed,
deed of trust, mortgage, or other instrument a valid and binding obligation
against the Corporation unless the resolutions, if any, of the board of
directors authorizing such execution expressly state that such attestation is
necessary.

         8.06    Resignation.  Any director, committee member, officer, or
agent may resign by so stating at any meeting of the board of directors or by
giving written notice to the board of directors, the president, or the
secretary.  Such resignation shall take effect at the time specified in the
statement made at the board of directors' meeting or in the written notice, but
in no event may the effective time of such resignation be prior to the time
such statement is made or such notice is given.  If no effective time is
specified in the resignation, the resignation shall be effective immediately.
Unless a resignation specifies otherwise, it shall be effective without being
accepted.

         8.07    Securities of Other Corporations.  The president or any vice
president of the Corporation shall have the power and authority to transfer,
endorse for transfer, vote, consent, or take




                                      13
<PAGE>   17




any other action with respect to any securities of another issuer which may be
held or owned by the Corporation and to make, execute, and deliver any waiver,
proxy, or consent with respect to any such securities.

         8.08    Amendment of Bylaws.  The power to amend or repeal these
bylaws or to adopt new bylaws is vested in the board of directors, but is
subject to the right of the shareholders to amend or repeal these bylaws or to
adopt new bylaws.

         8.09    Invalid Provisions.  If any part of these bylaws is held
invalid or inoperative for any reason, the remaining parts, so far as is
possible and reasonable, shall remain valid and operative.

         8.10    Headings; Table of Contents.  The headings and table of
contents used in these bylaws are for convenience only and do not constitute
matter to be construed in the interpretation of these bylaws.

         The undersigned, the secretary of the Corporation, hereby certifies
that the foregoing bylaws were adopted by the board of directors of the
Corporation as of April 11, 1998, effective as of June 4, 1998.



                                ----------------------------
                                Camille R. Comeau, Secretary



                                      14