<PAGE>   1
                                                                 EXHIBIT 3.2




                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                                 BEARCOM, INC.

                             (A TEXAS CORPORATION)





                                                 Adopted as of December 29, 1995
<PAGE>   2
                               TABLE OF CONTENTS



<TABLE>
       <S>            <C>                                                     <C>
                                    ARTICLE I
                                     OFFICES

       Section 1.     Principal Office  . . . . . . . . . . . . . . . . . . .  1
       Section 2.     Other Offices . . . . . . . . . . . . . . . . . . . . .  1


                                   ARTICLE II
                                  SHAREHOLDERS

       Section 1.     Time and Place of Meetings  . . . . . . . . . . . . . .  1
       Section 2      Annual Meetings . . . . . . . . . . . . . . . . . . . .  1
       Section 3.     Special Meetings  . . . . . . . . . . . . . . . . . . .  1
       Section 4.     Notice  . . . . . . . . . . . . . . . . . . . . . . . .  1
       Section 5.     Closing of Share Transfer Records and Fixing
                      Record Dates for Matters Other than
                      Consents to Action  . . . . . . . . . . . . . . . . . .  1
       Section 6.     Fixing Record Dates for Consents to Action  . . . . . .  2
       Section 7.     List of Shareholders  . . . . . . . . . . . . . . . . .  2
       Section 8.     Quorum  . . . . . . . . . . . . . . . . . . . . . . . .  3
       Section 9.     Voting  . . . . . . . . . . . . . . . . . . . . . . . .  3
       Section 10.    Action by Consent . . . . . . . . . . . . . . . . . . .  4
       Section 11.    Presence at Meetings by Means of Communications
                      Equipment . . . . . . . . . . . . . . . . . . . . . . .  5


                                   ARTICLE III
                                    DIRECTORS

       Section 1.     Powers  . . . . . . . . . . . . . . . . . . . . . . . .  5
       Section 2.     Number, Election and Terms of Directors; Board
                      Action  . . . . . . . . . . . . . . . . . . . . . . . .  5
       Section 3.     Resignations  . . . . . . . . . . . . . . . . . . . . .  6
       Section 4.     Vacancies . . . . . . . . . . . . . . . . . . . . . . .  6
       Section 5.     General Powers  . . . . . . . . . . . . . . . . . . . .  6
       Section 6.     Place of Meetings . . . . . . . . . . . . . . . . . . .  7
       Section 7.     Annual Meetings . . . . . . . . . . . . . . . . . . . .  7
       Section 8.     Regular Meetings  . . . . . . . . . . . . . . . . . . .  7
       Section 9.     Special Meetings  . . . . . . . . . . . . . . . . . . .  7
       Section 10.    Quorum and Voting . . . . . . . . . . . . . . . . . . .  7
       Section 11.    Committees of the Board of Directors  . . . . . . . . .  8
       Section 12.    Compensation of Directors . . . . . . . . . . . . . . .  8
       Section 13.    Action by Unanimous Consent . . . . . . . . . . . . . .  8
       Section 14.    Presence at Meetings by Means of Communications
                      Equipment . . . . . . . . . . . . . . . . . . . . . . .  8
</TABLE>
<PAGE>   3
<TABLE>
       <S>            <C>                                                     <C>
                                   ARTICLE IV
                                     NOTICES

       Section 1.     Form of Notice  . . . . . . . . . . . . . . . . . . . .  9
       Section 2.     Waiver  . . . . . . . . . . . . . . . . . . . . . . . .  9
       Section 3.     When Notice Unnecessary . . . . . . . . . . . . . . . .  9


                                    ARTICLE V
                                    OFFICERS

       Section 1.     General . . . . . . . . . . . . . . . . . . . . . . . .  9
       Section 2.     Election  . . . . . . . . . . . . . . . . . . . . . . . 10
       Section 3.     Chairman of the Board . . . . . . . . . . . . . . . . . 10
       Section 4.     President . . . . . . . . . . . . . . . . . . . . . . . 10
       Section 5.     Vice Presidents . . . . . . . . . . . . . . . . . . . . 10
       Section 6.     Assistant Vice Presidents . . . . . . . . . . . . . . . 10
       Section 7.     Secretary . . . . . . . . . . . . . . . . . . . . . . . 10
       Section 8.     Assistant Secretaries . . . . . . . . . . . . . . . . . 11
       Section 9.     Chief Financial Officer . . . . . . . . . . . . . . . . 11
       Section 10.    Treasurer . . . . . . . . . . . . . . . . . . . . . . . 11
       Section 11.    Bonding . . . . . . . . . . . . . . . . . . . . . . . . 12


                                   ARTICLE VI
                        CERTIFICATES REPRESENTING SHARES

       Section 1.     Form of Certificates  . . . . . . . . . . . . . . . . . 12
       Section 2.     Lost Certificates . . . . . . . . . . . . . . . . . . . 12
       Section 3.     Transfer of Shares  . . . . . . . . . . . . . . . . . . 13
       Section 4.     Registered Shareholders . . . . . . . . . . . . . . . . 13


                                   ARTICLE VII
                                 INDEMNIFICATION

       Section 1.     General . . . . . . . . . . . . . . . . . . . . . . . . 13
       Section 2.     Insurance . . . . . . . . . . . . . . . . . . . . . . . 14


                                  ARTICLE VIII
                               GENERAL PROVISIONS

       Section 1.     Distributions and Share Dividends . . . . . . . . . . . 14
       Section 2.     Reserves  . . . . . . . . . . . . . . . . . . . . . . . 14
       Section 3.     Fiscal Year . . . . . . . . . . . . . . . . . . . . . . 14
       Section 4.     Seal  . . . . . . . . . . . . . . . . . . . . . . . . . 15
       Section 5.     Resignation . . . . . . . . . . . . . . . . . . . . . . 15

                                   ARTICLE IX

AMENDMENTS TO BYLAWS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>





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                                   ARTICLE I

                                    OFFICES

       Section 1.    Principal Office.  The principal office of the Corporation
shall be in Dallas County, Texas, or such other county as the Board of
Directors may from time to time designate.

       Section 2.    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 II

                                  SHAREHOLDERS

       Section 1.    Time and Place of Meetings.  Meetings of the shareholders
shall be held at such time and at such place, within or without the State of
Texas, as shall be determined by the Board of Directors.

       Section 2      Annual Meetings.  Annual meetings of shareholders shall
be held on such date and at such time as shall be determined by the Board of
Directors.  At each annual meeting the shareholders shall elect a Board of
Directors and transact such other business as may properly be brought before
the meeting.

       Section 3.    Special Meetings.  Special meetings of the shareholders
may be called at any time by the Chairman of the Board, the President or the
Board of Directors, and shall be called by the Chairman of the Board, the
President or the Secretary at the request in writing of the holders of not less
than ten percent (10%) of the voting power represented by all the shares
issued, outstanding and entitled to be voted at the proposed special meeting,
unless the Articles of Incorporation provide for a different percentage, in
which event such provision of the Articles of Incorporation shall govern.  Such
request shall state the purpose or purposes of the proposed meeting.  Business
transacted at special meetings shall be confined to the purposes stated in the
notice of the meeting.

       Section 4.    Notice.  Written or printed notice stating the place, day
and hour of any shareholders, meeting and, in the 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 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board,
President, Secretary or the officer or person calling the meeting, to each
shareholder entitled to vote at such meeting.  If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, postage
prepaid, addressed to the shareholder at his address as it appears on the share
transfer records of the Corporation.

       Section 5.    Closing of Share Transfer Records and Fixing Record Dates
for Matters Other than Consents to Action.  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 payment of any distribution or
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 of the Corporation may provide that the
share transfer records shall be closed for a stated period but not to exceed,
in any case, 60 days.  If the share transfer records shall be closed for the
purpose of determining 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





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<PAGE>   5
60 days and, in the 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 no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or shareholders entitled to
receive payment of a distribution (other than a distribution involving a
purchase or redemption by the Corporation of any of its own shares) or share
dividend, the date on which 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, such determination shall apply to any adjournment thereof except
where the determination has been made through the closing of share transfer
records and the stated period of closing has expired.

       Section 6.    Fixing Record Dates for Consents to Action.  Unless a
record date shall have previously been fixed or determined pursuant to this
Section 6, whenever action by shareholders is proposed to be taken by consent
in writing without a meeting of shareholders, the Board of Directors may fix a
record date for the purpose of determining shareholders entitled to consent to
that action, which record date shall not precede, and shall not be more than
ten days after, the date upon which the resolution fixing the record date is
adopted by the Board of Directors.  If no record date has been fixed by the
Board of Directors and the prior action of the Board of Directors is not
required by the Texas Business Corporation Act (herein called the "Act"), the
record date for determining shareholders entitled to consent to action in
writing without a meeting. shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation as provided in Section 10 of this Article II.  Delivery shall
be by hand or by certified or registered mail, return receipt requested.
Delivery to the Corporation's principal place of business shall be addressed to
the President or the Chairman of the Board of the Corporation.  If no record
date shall have been fixed by the Board of Directors and prior action of the
Board of Directors is required by the Act, the record date for determining
shareholders entitled to consent to action in writing without a meeting shall
be at the close of business on the date on which the Board of Directors adopts
a resolution taking such prior action.

       Section 7.    List of Shareholders.  The officer or agent of the
Corporation having charge of the share transfer records for shares of the
Corporation shall make, at least ten days before each meeting of the
shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of voting shares held by each, which list, for a
period of ten days prior to such meeting, 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 at any time during the usual
business hours of the Corporation.  Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting.  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.  Failure to comply with the requirements of this
Section 7 shall not affect the validity of any action taken at such meeting.

       Section 8.    Quorum.  With respect to any matter, a quorum shall be
present at a meeting of shareholders if the holders of shares having a majority
of the voting power represented by all issued and outstanding shares entitled
to vote on that matter are present in person or represented by proxy, unless
otherwise provided by the Articles of Incorporation in accordance with the Act.
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 properly be brought before the meeting until it is 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.  If, however, a quorum shall not be
present at any





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meeting of shareholders, the shareholders entitled to vote, present in person
or represented by proxy, shall have power to adjourn the meeting, without
notice (other than announcement at the meeting at which the adjournment is
taken of the time and place of the adjourned 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 such meeting until a quorum shall
be present.  At such adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally noticed.

       Section 9.    Voting.  When a quorum is present at any meeting, the vote
of the holders of a majority of the shares entitled to vote on a matter,
present in person or represented by proxy at such meeting, shall decide such
matter brought before such meeting, other than the election of directors or a
matter for which the affirmative vote of the holders of a specified portion of
the shares entitled to vote is required by the Act, and shall be the act of the
shareholders, unless otherwise provided by the Articles of Incorporation or
these Bylaws in accordance with the Act.

       Unless otherwise provided in the Articles of Incorporation or these
Bylaws in accordance with the Act, 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 at a meeting of shareholders at which a
quorum is present.

       At every meeting of the shareholders, each shareholder shall be entitled
to such number of votes, in person or by proxy, for each share having voting
power held by such shareholder, as is specified in the Articles of
Incorporation (including the resolution of the Board of Directors (or a
committee thereof) creating such shares), except to the extent that the voting
rights of the shares of any class or series are limited or denied by the
Articles of Incorporation.  At each election of directors, every shareholder
shall be entitled (a) to cast, in person or by proxy, the number of votes to
which the shares owned by him are entitled for as many persons as there are
directors to be elected and for whose election he has a right to vote or (b)
unless prohibited by the Articles of Incorporation and subject to the
immediately succeeding sentence of this paragraph, to cumulate the votes to
which the shares owned by him are entitled by giving one candidate as many
votes as the number of such directors multiplied by the shares owned by him
shall equal or by distributing such votes on the same principle among any
number of such candidates.  Cumulative voting shall not be allowed in an
election of directors unless a shareholder who intends to cumulate his votes
shall have given written notice of such intention to the Secretary of the
Corporation on or before the day preceding the election at which such
shareholder intends to cumulate his votes; all shareholders entitled to vote
cumulatively may cumulate their votes if any shareholder gives such written
notice.  Every proxy shall be in writing and be executed by the shareholder.  A
telegram, telex, cablegram, or similar transmission by the shareholder, or a
photographic, photostatic, facsimile, or similar reproduction of a writing
executed by the shareholder, shall be treated as an execution in writing for
the purposes of this Section 9. No proxy shall be valid after 11 months from
the date of its execution unless otherwise provided therein.  Each proxy shall
be revocable unless (i) the proxy form conspicuously states that the proxy is
irrevocable, and (ii) the proxy is coupled with an interest, as defined in the
Act and other Texas law.

       Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the bylaws of such corporation may prescribe or, in
the absence of such provision, as the board of directors of such corporation
may determine.

       Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such
shares into his name.  Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name as trustee.





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       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 being transferred into his name, if such authority is
contained in an appropriate order of the court that appointed the receiver.

       A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

       Treasury shares, shares of the Corporation's stock owned by another
corporation the majority of the voting stock of which is owned or controlled by
the Corporation, and shares of its own stock held by the Corporation in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

       Section 10.   Action by Consent.  Any action required or permitted to be
taken at a meeting of the shareholders 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 all of the shareholders entitled to vote
with respect to the action that is the subject of the consent.

       In addition, if the Articles of Incorporation so provide, any action
required or permitted to be taken at a meeting of the 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 be 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.  Prompt
notice of the taking of any action by shareholders without a meeting by less
than unanimous written consent shall be given to those shareholders who did not
consent in writing to the action.

       Every written consent signed by the holders of less than all the shares
entitled to vote with respect to the action that is the subject of the consent
shall bear the date of signature of each shareholder who signs the consent.  No
written consent signed by the holders of less than all the shares entitled to
vote with respect to the action that is the subject of the consent shall be
effective to take the action that is the subject of the consent unless, within
60 days after the date of the earliest dated consent delivered to the
Corporation as set forth below in this Section 10, the consent or consents
signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take the action that is the subject
of the consent are delivered to the Corporation by delivery to its registered
office, registered agent, principal place of business, transfer agent,
registrar, exchange agent, or an officer or agent of the Corporation having
custody of the records in which proceedings of meetings of shareholders are
recorded.  Delivery shall be by hand or certified or registered mail, return
receipt requested.  Delivery to the Corporation's principal place of business
shall be addressed to the President or the Chairman of the Board of the
Corporation.

       A telegram, telex, cablegram, or similar transmission by a shareholder,
or a photographic, photostatic, facsimile, or similar reproduction of a writing
signed by a shareholder, shall be regarded as signed by the shareholder for the
purposes of this Section 10.

       Section 11.   Presence at Meetings by Means of Communications Equipment.
Shareholders may participate in and hold a meeting of the shareholders by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and participation
in a meeting pursuant to this Section 11 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.





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<PAGE>   8
                                  ARTICLE III

                                   DIRECTORS

       Section 1.    Powers.  The business and affairs of the Corporation shall
be managed by its Board of Directors, which shall have and may exercise all
powers of the Corporation and take all lawful acts as are not by the Act, the
Articles of Incorporation or these Bylaws directed or required to be exercised
or taken by the shareholders.

       Section 2.    Number, Election and Terms of Directors; Board Action.
The number of directors shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority of the total
number of directors.  Commencing with the first shareholders, meeting after
adoption of these Restated Bylaws at which directors are elected, the directors
shall be divided, with respect to the time for which they severally hold
office, into three classes, as nearly equal in number as reasonably possible,
with the term of office of the first class to expire at the first annual
meeting of shareholders after their election, the term of office of the second
class to expire at the second annual meeting of shareholders after their
election, and the term of office of the third class to expire at the third
annual meeting of shareholders after their election, with each director to hold
office until his or her successor is duly elected and qualified.  At each
annual meeting of shareholders after the first shareholders' meeting after
adoption of these Restated Bylaws, (i) directors elected to succeed those
directors whose terms then expire shall be elected for a term of office to
expire at the third succeeding annual meeting of shareholders after their
election, with each director to hold office until his or her successor is duly
elected and qualified and (ii) if authorized by a resolution of the Board of
Directors, directors may be elected to fill any vacancy on the Board of
Directors, regardless of how such vacancy shall have been created.

       Section 3.    Resignations.  Any director may resign at any time by
giving written notice of his resignation to the Corporation, effective at the
time specified therein or, if not specified, immediately upon its receipt by
the Corporation.  Unless otherwise specified in the notice, acceptance of a
resignation shall not be necessary to make it effective.

       Section 4.    Vacancies.  Subject to other provisions of this Section 4,
any vacancy occurring in the Board of Directors may be filled by election at an
annual or special meeting of the shareholders called for that purpose or by the
affirmative vote of a majority of the remaining directors, though the remaining
directors may constitute less than a quorum of the Board of Directors as fixed
by Section 10 of this Article III.  A director elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office.  Any
directorship to be filled by reason of an increase in the number of directors
shall be filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose or may be filled by 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 f
ill more than two such directorships during the period between any two
successive annual meetings of shareholders.

       Any director may be removed, with cause, at any time, by the affirmative
vote by written ballot of two-thirds of the voting interest of the shareholders
of record of the Corporation entitled to vote, given at an annual meeting or at
a special meeting of the shareholders called for that purpose.

       Notwithstanding the foregoing, whenever the holders of any class or
series of shares or group of classes 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 or group shall be entitled to
vote for or against the removal of any director elected by the holders of
shares of that class or series or group; and any vacancies in such





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<PAGE>   9
directorships and any newly created directorships of such class or series or
group 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 or group 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 or group, and such directorships shall not in any case be filled by
the vote of the remaining directors or the holders of the outstanding shares as
a whole unless otherwise provided in the Articles of Incorporation.

       Section 5.    General Powers.  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, its Board of Directors,
which may do or cause to be done all such lawful acts and things, as are not by
the Act, the Articles of Incorporation or these Bylaws directed or required to
be exercised or done by the shareholders.

       Section 6.    Place of Meetings.  The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Texas.

       Section 7.    Annual Meetings.  The first meeting of each newly elected
Board of Directors shall be held, without further notice, immediately following
the annual meeting of shareholders at the same place, unless by the majority
vote or unanimous consent of the directors then elected and serving, such time
or place shall be changed.

       Section 8.    Regular Meetings.  Regular meetings of the Board of
Directors may be held with or without notice at such time and place as the
Board of Directors may determine by resolution.

       Section 9.    Special Meetings.  Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board or
President and shall be called by the Secretary on the written request of a
majority of the incumbent directors.  The person or persons authorized to call
special meetings of the Board of Directors may fix the place for holding any
special meeting of the Board of Directors called by such person or persons.
Notice of any special meeting shall be given at least 24 hours previous thereto
if given either personally (including written notice delivered personally or
telephone notice) or by telex, telecopy, telegram or other means of immediate
communication, and at least 72 hours previous thereto if given by written notice
mailed or otherwise transmitted to each director at the address of his business
or residence.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.  Any director may waive notice of
any meeting, as provided in Section 2 of Article IV of these Bylaws.  The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a 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.

       Section 10.   Quorum and Voting.  At all meetings of the Board of
Directors, the presence of a majority of the number of directors fixed in the
manner provided in Section 2 of this Article III shall constitute a quorum for
the transaction of business, unless a different number or portion is required
by law, the Articles of Incorporation, or these Bylaws.  At all meetings of
committees of the Board of Directors (if one or more be designated in the
manner described in Section 11 of this Article III), the presence of a majority
of the number of directors fixed from time to time by resolution of the Board
of Directors to serve as members of such committees shall constitute a quorum
for the transaction of business.  The affirmative vote of at least a majority
of the directors present and entitled to vote at any meeting of the Board of
Directors or a committee of the Board of Directors at which there is a quorum
shall be the act of the Board of Directors or the committee, except as may be
otherwise specifically provided by the Act, the Articles of Incorporation or
these Bylaws.  Directors may not vote by proxy at any meeting of the Board of
Directors.  Directors with an interest in a





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<PAGE>   10
business transaction of the Corporation and directors who are directors or
officers or have a financial interest in any other corporation, partnership,
association or other organization with which the Corporation is transacting
business may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee of the Board of Directors to authorize
such business transaction.  If a quorum shall not be present at any meeting of
the Board of Directors or a committee thereof, a majority of the directors
present thereat may adjourn the meeting, without notice other than announcement
at the meeting, until such time and to such place as may be determined by such
majority of directors, until a quorum shall be present.

       Section 11.   Committees of the Board of Directors.  The Board of
Directors may, by resolution passed by a majority of the whole Board of
Directors, designate from among its members one or more committees, each of
which shall be composed of one or more of its members, 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.  Any such committee, to
the extent provided in the resolution of the Board of Directors designating the
committee or in the Articles of Incorporation or these Bylaws, shall have and
may exercise all of the authority of the Board of Directors of the Corporation,
except where action of the Board of Directors is required by the Act or by the
Articles of Incorporation.  Any member of a committee of the Board of Directors
may be removed, for or without cause, by the affirmative vote of a majority of
the whole Board of Directors.  If any vacancy or vacancies occur in a committee
of the Board of Directors caused by death, resignation, retirement,
disqualification, removal from office or otherwise, the vacancy or vacancies
shall be filled by the affirmative vote of a majority of the whole Board of
Directors.  Such committee or committees shall have such name or names as may
be designated by the Board of Directors and shall keep regular minutes of their
proceedings and report the same to the Board of Directors when required.

       Section 12.   Compensation of Directors.  Unless otherwise provided by
resolution of the Board of Directors, directors, as members of the Board of
Directors or of any committee thereof, shall not be entitled to receive any
stated salary for their services.  Nothing herein contained, however, shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

       Section 13.   Action by Unanimous Consent.  Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if a written consent, setting
forth the action so taken, is signed by all the members of the Board of
Directors or the committee, as the case may be, and such written consent shall
have the same force and effect as a unanimous vote at a meeting of the Board of
Directors.

       Section 14.   Presence at Meetings by Means of Communications Equipment.
Members of the Board of Directors of the Corporation or any committee
designated by the Board of Directors, may participate in and hold a meeting of
such board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 14 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 IV

                                    NOTICES

       Section 1.    Form of Notice.  Whenever under the provisions of the Act,
the Articles of Incorporation or these Bylaws, notice is required to be given
to any director or shareholder, and no provision





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is made as to how such notice shall be given, it shall not be construed to mean
personal notice exclusively, but any such notice may be given in writing, by
mail, postage prepaid, or by telex, telecopy, or telegram, or other means of
immediate communication, addressed or transmitted to such director or
shareholder at such address as appears on the books of the Corporation.  Any
notice required or permitted to be given by mail shall be deemed to be given at
the time when the same be thus deposited, postage prepaid, in the United States
mail as aforesaid.  Any notice required or permitted to be given by telex,
telecopy, telegram, or other means of immediate communication shall be deemed
to be given at the time of actual delivery.

       Section 2.    Waiver.  Whenever under the provisions of the Act, the
Articles of Incorporation or these Bylaws, any notice is required to be given
to any director or shareholder of the Corporation, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or
after the time stated in such notice, shall be equivalent to the giving of such
notice.

       Section 3.    When Notice Unnecessary.  Whenever, under the provisions
of the Act, the Articles of Incorporation or these Bylaws, any notice is
required to be given to any shareholder, such notice need not be given to the
shareholder if:

       (a)    notice of two consecutive annual meetings and all notices of
              meetings held during the period between those annual meetings, if
              any, or

       (b)    all (but in no event less than two) payments (if sent by first
              class mail) of distributions or interest on securities during a
              12-month period,

have been mailed to that person, addressed at his address as shown on the
records of the Corporation, and have been returned undeliverable.  Any action
or meeting taken or held without notice to such a person shall have the same
force and effect as if the notice had been duly given.  If such a person
delivers to the Corporation a written notice setting forth his then current
address, the requirement that notice be given to that person shall be
reinstated.

                                   ARTICLE V

                                    OFFICERS

       Section 1.    General.  The elected officers of the Corporation shall be
a President and a Secretary.  The Board of Directors may also elect or appoint
a Chairman of the Board, one or more Vice Presidents, one or more Assistant
Vice Presidents, one or more Assistant Secretaries, a Treasurer, one or more
Assistant Treasurers, and such other officers as may be deemed necessary, all
of whom shall also be officers.  Two or more offices may be held by the same
person.

       Section 2.    Election.  The Board of Directors shall elect the officers
of the Corporation at each annual meeting of the Board of Directors.  The Board
of Directors may appoint such other officers and agents as it shall deem
necessary and shall determine the salaries of all officers and agents from time
to time.  The officers shall hold office until their successors are chosen and
qualified.  No officer need be a member of the Board of Directors except the
Chairman of the Board, if one be elected.  Any officer elected or appointed by
the Board of Directors may be removed, with or without cause, at any time by a
majority vote of the whole Board.  Election or appointment of an officer or
agent shall not of itself create contract rights.

       Section 3.    Chairman of the Board.  The Chairman of the Board, if any,
shall preside, when present, at all meetings of shareholders and at all
meetings of the Board of Directors, shall have such powers





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and authority usually appertaining to the Chairman of the Board of a
corporation, except as otherwise provided in these Bylaws, and shall have such
other powers and shall perform such other duties as shall be designated by the
Board of Directors from time to time.

       Section 4.    President.  The President shall have general active
management of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect.  The President
shall have such powers and authority usually appertaining to the President of a
corporation, except as otherwise provided in these Bylaws.  In the absence of
the Chairman of the Board or in the event the Board of Directors shall not have
designated a Chairman of the Board, the President shall preside at meetings of
the shareholders and the Board of Directors.  The President shall have general
authority to execute bonds, mortgages and other contracts in the name of the
Corporation and to affix the corporate seal thereto.

       Section 5.    Vice Presidents.  In the absence of the President or in
the event of his inability or refusal to act, the Vice President, if any (or in
the event there be more than one, the Vice Presidents in the order designated
or, in the absence of any designation, then in the order of their election),
shall perform the duties of the President, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the President.  The
Vice President shall perform such other duties and have such other powers as
the Board of Directors, the Chairman of the Board or the President may from
time to time prescribe.  The Vice President in charge of finance, if any, shall
also perform the duties and assume the responsibilities described in Section 9
of this Article for the Chief Financial Officer, and shall report directly to
the Chairman of the Board and President of the Corporation.

       Section 6.    Assistant Vice Presidents.  In the absence of a Vice
President or in the event of his inability or refusal to act, the Assistant
Vice President, if any (or, if there be more than one, the Assistant Vice
Presidents in the order designated or, in the absence of any designation, then
in the order of their election), shall perform the duties and exercise the
powers of that Vice President, and shall perform such other duties and have
such other powers as the Board of Directors, the Chairman of the Board, the
President or the Vice President under whose supervision he is appointed may
from time to time prescribe.

       Section 7.    Secretary.  The Secretary shall attend and record minutes
of the proceedings of all meetings of the Board of Directors and any committees
thereof and all meetings of the shareholders.  He shall file the records of
such meetings in one or more books to be kept by him for that purpose.  Unless
the Corporation has appointed a transfer agent or other agent to keep such a
record, the Secretary shall also keep at the Corporation's registered office or
principal place of business 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.  Such records shall
contain the names and addresses of all past and current shareholders of the
Corporation and the number and class of shares issued by the Corporation held
by each of them.  He shall give, or cause to be given, notice of all meetings
of the shareholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors, the
Chairman of the Board, or the President, under whose supervision he shall be.
He shall have custody of the corporate seal of the Corporation and he, or an
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it, and when so affixed, it may be attested by his signature or by
the signature of such Assistant Secretary.  The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature.  The Secretary shall keep and account
for all books, documents, papers and records of the Corporation except those
for which some other officer or agent is properly accountable.  He shall have
authority to sign stock certificates and shall generally perform all the duties
usually appertaining to the office of the secretary of a corporation.





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       Section 8.    Assistant Secretaries.  In the absence of the Secretary or
in the event of his inability or refusal to act, the Assistant Secretary, if any
(or, if there be more than one, the Assistant Secretaries in the order
designated or, in the absence of any designation, then in the order of their
election), shall perform the duties and exercise the powers of the Secretary and
shall perform such other duties and have such other powers as the Board of
Directors, the Chairman of the Board, the President or the Secretary may from
time to time prescribe.

       Section 9.    Chief Financial Officer.  The Chief Financial officer, if
any (or the Vice President in charge of finance, if one be elected), shall have
the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors.  He shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board, the President and
the Board of Directors, at its regular meetings, or when the Board of Directors
so requires, an account of all his transactions as and of the financial
condition of the Corporation.  If required by the Board of Directors, he shall
give the Corporation a bond (which shall be renewed every six years) in such
sum and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration of the Corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the Corporation.  The Chief Financial officer shall perform such other duties
as may be prescribed by the Board of Directors, the Chairman of the Board or
the President.

       Section 10.   Treasurer.  In the absence of the Chief Financial officer
or in the event of his inability or refusal to act, the Treasurer, if one be
elected shall perform such other duties and have such other powers as Chief
Financial Officer and shall perform such other duties and have such other
powers as the Board of Directors, the Chairman of the Board, the President or
the Chief Financial Officer may from time to time prescribe.

       Section 11.   Bonding.  If required by the Board of Directors, all or
certain of the officers shall give the Corporation a bond, in such form, in
such sum and with such surety or sureties as shall be satisfactory to the
Board, for the faithful performance of the duties of their office and for the
restoration to the Corporation, in case of their death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in their possession or under their control belonging
to the Corporation.

                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

       Section 1.    Form of Certificates.  The Corporation shall deliver
certificates representing all shares to which shareholders are entitled.
Certificates representing shares of the Corporation shall be in such form as
shall be approved and adopted by the Board of Directors and shall be numbered
consecutively and entered in the share transfer records of the Corporation as
they are issued.  Each certificate shall state on the face thereof that the
Corporation is organized under the laws of the State of Texas, the name of the
registered holder, the number and class of shares, and the designation of the
series, if any, which said certificate represents, and either the par value of
the shares or a statement that the shares are without par value.  Each
certificate shall also set forth on the back thereof a full or summary
statement of matters required by the Act or the Articles of Incorporation to be
described on certificates representing shares, and shall contain a conspicuous
statement on the face thereof referring to the matters set forth on the back
thereof.  Certificates shall be signed by the





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Chairman of the Board, President or any Vice President and the Secretary or any
Assistant Secretary, and may be sealed with the seal of the Corporation.
Either the seal of the Corporation or the signatures of the Corporation's
officers or both may be facsimiles.  In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on such
certificate or certificates, shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation or its
agents, such certificate or certificates may nevertheless be issued and
delivered as though the person or persons who signed the certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the Corporation.

       Section 2.    Lost Certificates.  The Corporation may direct that a new
certificate be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed.  When authorizing the issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may require the owner of the lost or destroyed certificate, or his
legal representative, to advertise the same in such manner as it shall require
and/or give the Corporation a bond in such form, in such sum, and with such
surety or sureties as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

       Section 3.    Transfer of Shares.  Shares of stock shall be transferable
only on the share transfer records of the Corporation by the holder thereof in
person or by his duly authorized attorney.  Subject to any restrictions on
transfer set forth in the Articles of Incorporation, these Bylaws or any
agreement among shareholders to which this Corporation is a party or has
notice, upon surrender to the Corporation or to the transfer agent of the
Corporation of a certificate representing shares duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, it shall
be the duty of the Corporation or the transfer agent of the Corporation to
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

       Section 4.    Registered Shareholders.  Except as otherwise provided in
the Act or other Texas law, the Corporation shall be entitled to regard the
person in whose name any shares issued by the Corporation are registered in the
share transfer records of the Corporation at any particular time (including,
without limitation, as of the record date fixed pursuant to Section 5 or
Section 6 of Article II hereof) as the owner of those shares and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof.

                                  ARTICLE VII

                                INDEMNIFICATION

       Section 1.    General.  The Corporation shall indemnify persons who are
or were a director or officer of the Corporation both in their capacities as
directors and officers of the Corporation and, if serving at the request of the
Corporation as a director, officer, trustee, employee, agent or similar
functionary of another foreign or domestic corporation, trust, partnership,
joint venture, sole proprietorship, employee benefit plan or other enterprise,
in each of those capacities, against any and all liability and reasonable
expense that may be incurred by them in connection with or resulting from (a)
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative (collectively, a
"Proceeding") , (b) an appeal in such a Proceeding, or (c) any inquiry or
investigation that could lead to such a Proceeding, all to the full extent
permitted by Article 2.02-1 of the Act.  The Corporation shall pay or
reimburse, in advance of the final disposition of the Proceeding, to all
persons who are or were a director or





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<PAGE>   15

officer of the Corporation all reasonable expenses incurred by such person who
was, is or is threatened to be made a named defendant or respondent in a
Proceeding to the full extent permitted by Article 2.02-1 of the Act.  The
Corporation may indemnify persons who are or were an employee or agent (other
than a director or officer) of the Corporation, or persons who are not or were
not employees or agents of the Corporation but who are or were serving at the
request of the Corporation as a director, officer, trustee, employee, agent or
similar functionary of another foreign or domestic corporation, trust,
partnership, joint venture, sole proprietorship, employee benefit plan or other
enterprise (collectively, along with the directors and officers of the
Corporation, such persons are referred to herein as "Corporate Functionaries")
against any and all liability and reasonable expense that may be incurred by
them in connection with or resulting from (a) any Proceeding, (b) an appeal in
such a Proceeding, or (c) any inquiry or investigation that could lead to such a
Proceeding, all to the full extent permitted by Article 2.02-1 of the Act.  The
rights of indemnification provided for in this Article VII shall be in addition
to all rights to which any Corporate Functionary may be entitled under any
agreement or vote of shareholders or as a matter of law or otherwise.

       Section 2.    Insurance.  The Corporation may purchase or maintain
insurance on behalf of any Corporate Functionary against any liability asserted
against him and incurred by him in such a capacity or arising out of his status
as a Corporate Functionary, whether or not the Corporation would have the power
to indemnify him or her against the liability under the Act or these Bylaws;
provided, however, that if the insurance or other arrangement is with a person
or entity that is not regularly engaged in the business of providing insurance
coverage, the insurance or arrangement may provide for payment of a liability
with respect to which the Corporation would not have the power to indemnify the
person only if including coverage for the additional liability has been
approved by the shareholders of the Corporation.  Without limiting the power of
the Corporation to procure or maintain any kind of insurance or arrangement,
the Corporation may, for the benefit of persons indemnified by the Corporation,
(i) create a trust fund, (ii) establish any form of self-insurance, (iii)
secure its indemnification obligation by grant of any security interest or
other lien on the assets of the Corporation, or (iv) establish a letter of
credit, guaranty or surety arrangement.  Any such insurance or other
arrangement may be procured, maintained or established within the Corporation
or its affiliates or with any insurer or other person deemed appropriate by the
Board of Directors of the Corporation regardless of whether all or part of the
stock or other securities thereof are owned in whole or in part by the
Corporation.  In the absence of fraud, the judgment of the Board of Directors
of the Corporation as to the terms and conditions of such insurance or other
arrangement and the identity of the insurer or other person participating in an
arrangement shall be conclusive, and the insurance or arrangement shall not be
voidable and shall not subject the directors approving the insurance or
arrangement to liability, on any ground, regardless of whether directors
participating in approving such insurance or other arrangement shall be
beneficiaries thereof.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

       Section 1.    Distributions and Share Dividends.  Distributions or share
dividends to the shareholders of the Corporation, subject to the provisions of
the Act and the Articles of Incorporation and any agreements or obligations of
the Corporation, if any, may be declared by the Board of Directors at any
regular or special meeting.  Distributions may be declared and paid in cash or
in property (other than shares or rights to acquire shares of the Corporation),
provided that all such declarations and payments of distributions, and all
declarations and issuances of share dividends, shall be in strict compliance
with all applicable laws and the Articles of Incorporation.

       Section 2.    Reserves.  There may be created by resolution of the Board
of Directors out of the surplus of the Corporation such reserve or reserves as
the Board of Directors from time to time, in its





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discretion, deems proper to provide for contingencies, or to equalize
distributions or share dividends, or to repair or maintain any property of the
Corporation, or for such other proper purpose as the Board shall deem
beneficial to the Corporation, and the Board may increase, decrease or abolish
any reserve in the same manner in which it was created.

       Section 3.    Fiscal Year.  The fiscal year of the Corporation shall be
determined by the Board of Directors.

       Section 4.    Seal.  The Corporation shall have a seal which may be used
by causing it or a facsimile thereof to be impressed or affixed or in any
manner reproduced.  Any officer of the Corporation shall have authority to
affix the seal to any document requiring it.

       Section 5.    Resignation.  Any director, officer or agent of the
Corporation may resign by giving written notice to the President or the
Secretary.  The resignation shall take effect at the time specified therein, or
immediately if no time is specified therein.  Unless specified in such notice,
the acceptance of such resignation shall not be necessary to make it effective.

                                   ARTICLE IX

                              AMENDMENTS TO BYLAWS

       Unless otherwise provided by the Articles of Incorporation or a bylaw
adopted by the shareholders of the Corporation, these Bylaws may be amended or
repealed, or new Bylaws may be adopted, (i) at any meeting of the Board of
Directors at which a quorum is present, by the affirmative vote of a majority
of the directors present at such meeting or (ii) at any meeting of shareholders
of the Corporation by the affirmative vote of the holders of at least two-
thirds of the voting power of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of directors.





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