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                                                                     EXHIBIT 3.2

                                     BY-LAWS

                                       of

                         CHROMATICS INTERNATIONAL, INC.

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                                    ARTICLE I

                                     OFFICES

Section 1.  Principal Office

                  The principal office of the Corporation shall be in the city,
incorporated village or town and the county within the State of New York as is
designated in the Certificate of Incorporation.

Section 2.  Additional Offices

                  The Corporation may also have offices and places of business
at such other places, within or without the State of New York, as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

Section 1.  Time and Place

                  Meetings of the shareholders of the Corporation may be held at
such time and place within or without the State of New York as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.  Annual Meeting

                  The annual meeting of the shareholders shall be held in each
year on the anniversary of the date of filing of the Certificate of
Incorporation, and the shareholders shall

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then elect a Board of Directors and transact such other business as may properly
be brought before the meeting.

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Section 3.  Notice of Annual Meeting

                  Written notice of the place, date and hour of the annual
meeting of shareholders shall be given personally or by mail to each shareholder
entitled to vote thereat not less than ten (10) nor more than fifty (50) days
prior to the meeting.

Section 4.  Special Meetings

                  [Repealed.]

Section 5.  Notice of Special Meeting

                  [Repealed.]

Section 6.  Quorum

                  Except as otherwise provided by law or by the Certificate of
Incorporation or these By-Laws, the holders of a majority of the shares of the
Corporation issued and outstanding and entitled to vote thereat shall be
necessary to and shall constitute a quorum for the transaction of business at
all meetings of the shareholders; provided, however, that when a specified item
of business is required to be voted on by a class or series, voting as a class,
the holders of a majority of the shares of such class or series issued and
outstanding and entitled to vote thereat shall constitute a quorum for the
transaction of such specified item of business. If a quorum shall not be present
at any meeting of the shareholders, the shareholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, until a quorum shall be present. At any such
adjourned meeting at which a quorum may be present any business may be
transacted which might have been transacted at the meeting as originally
notified.

Section 7.  Voting

                  (a) At any meeting of the shareholders every shareholder
having the right to vote shall be entitled to vote in person or by proxy. Each
shareholder shall have one (1) vote for each share of stock having voting power
which is registered in his name on the books of the Corporation. Except where
another date shall have been fixed as a record date for the determination of its
shareholders entitled to vote, no share of stock shall be voted at any election
of Directors which shall have been transferred on the books of the Corporation
within twenty (20) days next preceding such election of Directors.

Section 4.  Vacancies

                  Except as otherwise provided by the Certificate of
Incorporation, if any vacancies occur in the Board of Directors by reason of the
death, resignation, retirement, disqualification or

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removal from office of any Director with cause, or if any new directorships are
created, all of the Directors then in office, although less than a quorum, may,
by majority vote, choose a successor or successors, or fill the newly created
directorships, and the Directors so chosen shall hold office until the next
annual meeting of the shareholders and until their successors shall be duly
elected and qualified, unless sooner displaced; provided, however, that if in
the event of any such vacancy, the Directors remaining in office shall be
unable, by majority vote, to fill such vacancy within thirty (30) days of the
occurrence thereof, the President or the Secretary may call a special meeting of
the shareholders at which such vacancy shall be filled. In the event of any
vacancy created by removal from office of any Director without cause, such
special meeting of the shareholders shall be so called within thirty (30) days
of the occurrence thereof, at which meeting such vacancy may be filled.


                                   ARTICLE IV

                              MEETINGS OF THE BOARD

Section 1.  Place

                  Except as otherwise provided by the Certificate of
Incorporation, and subject to the provisions of Section 6 of this Article IV,
the Board of Directors of the Corporation may hold meetings, both regular and
special, either within or without the State of New York as may be determined by
the Board of Directors. Any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of the Board of Directors or such
committee by means of a conference, telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation by such means shall constitute presence in
person at a meeting.

Section 2.  Regular Meetings

                  Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board of Directors.

Section 3.  Special Meetings

                  Special meetings of the Board of Directors may be called by
the Chairman of the Board, if any, or by the President on two (2) days' notice
to each Director, either personally or by mail or by telegram; special meetings
shall be called by the Chairman, President or Secretary in like manner and on
like notice on the written request of one (1) Director.

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Section 4.  Quorum; Voting

                  At all meetings of the Board of Directors a majority of the
entire Board shall be necessary to constitute a quorum for the transaction of
business, and the vote of a majority of the Directors present at the time of the
vote if a quorum is present shall be the act of the Board of Directors, except
as may be otherwise specifically provided by law. If a quorum shall not be
present at any meeting of the Board of Directors, the Directors present thereat
may adjourn the meeting from time to time until a quorum shall be present.
Notice of any such adjournment shall be given to any Directors who were not
present and, unless announced at the meeting, to the other Directors.

Section 5.  Compensation

                  Directors, as such, shall not receive any stated salary for
their services, but, by resolution of the Board of Directors, a fixed fee and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board; provided, however, that nothing herein contained
shall be construed to preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefor.

Section 6.  Written Consents

                  Unless otherwise restricted by the Certificate of
Incorporation, any action required to be taken by the Board of Directors may be
taken without a meeting if all members of the Board of Directors consent in
writing to the adoption of a resolution authorizing the action. The resolution
and written consents thereto by the members of the Board of Directors shall be
filed with the minutes of the proceedings of the Board of Directors.


                                    ARTICLE V

                                     NOTICES

Section 1.  Form; Delivery

                  Notices to Directors and shareholders shall be in writing and
may be delivered personally or by mail or telegram. Notice by mail shall be
deemed to be given at the time when deposited in the post office or a letter
box, in a post-paid sealed wrapper, and addressed to Directors or shareholders
at their addresses appearing on the records of the Corporation.

Section 2.  Waiver

                  Whenever a notice is required to be given by any statute, the
Certificate of Incorporation or these By-Laws, a waiver thereof in writing,
signed by the person or persons

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entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to such notice. In addition, any shareholder attending a
meeting of shareholders in person or by proxy without protesting prior to the
conclusion of the meeting the lack of notice thereof to him, and any Director
attending a meeting of the Board of Directors without protesting prior to the
meeting or at its commencement such lack of notice, shall be conclusively deemed
to have waived notice of such meeting.


                                   ARTICLE VI

                                    OFFICERS

Section 1.  Officers

                  The officers of the Corporation shall be a President, one or
more Vice-Presidents, a Secretary, a Treasurer, and such other officers
including a Chairman of the Board as may be determined by the Board of
Directors. Any two (2) or more offices may be held by the same person, except
the offices of President and Secretary; provided, however, that if all of the
issued and outstanding stock of the Corporation is owned by one (1) person, such
person may hold all or any combination of offices.

Section 2.  Authority and Duties

                  All officers, as between themselves and the Corporation, shall
have such authority and perform such duties in the management of the Corporation
as may be provided in these By- Laws, or, to the extent not so provided, by the
Board of Directors.

Section 3.  Term of Office; Removal

                  All officers shall be elected by the Board of Directors and
each shall hold office until the meeting of the Board of Directors following the
next annual meeting of shareholders, and until his successor has been elected or
appointed and qualified.

Section 4.  Compensation

                  The compensation of all officers of the Corporation shall be
fixed by the Board of Directors, and the compensation of agents shall either be
so fixed or shall be fixed by officers thereunto duly authorized.

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Section 5.  Vacancies

                  If an office becomes vacant for any reason, the Board of
Directors shall fill the vacancy. Any officer so appointed or elected by the
Board of Directors shall serve only until the unexpired term of his predecessor
shall have expired unless re-elected by the Board of Directors.

Section 6.  The President

                  The President shall be the Chief Executive Officer of the
Corporation; in the absence of the Chairman of the Board, or if there be no
Chairman, he shall preside at all meetings of the shareholders and Directors; he
shall be ex-officio a member of all standing committees, shall have general and
active management and control of the business and affairs of the Corporation,
subject to the control of the Board of Directors, and shall see that all orders
and resolutions of the Board of Directors are carried into effect.

Section 7.  The Vice-President

         The Vice-President or, if there be more than one, the Vice-Presidents,
in the order of their seniority or in any other order determined by the Board of
Directors, shall, in the absence or disability of the President, perform the
duties and exercise the powers of the President, and shall generally assist the
President and perform such other duties as the Board of Directors or the
President shall prescribe.

Section 8.  The Secretary

         The Secretary shall attend all meetings of the Board of Directors and
all meetings of the shareholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. 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 or President, under whose supervision he shall act. He shall keep
in safe custody the seal of the Corporation and, when authorized by the Board,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the Treasurer or an Assistant
Treasurer or Assistant Secretary. He shall keep in safe custody the certificate
books and shareholder records and such other books and records as the Board may
direct and shall perform all other duties incident to the office of the
Secretary.

Section 9.  The Assistant Secretary

         During the absence or disability of the Secretary, any Assistant
Secretary, or if there be more than one, the one so designated by the Secretary
or by the Board of Directors, shall have all the powers and functions of the
Secretary.

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Section 10.  The Treasurer

         The Treasurer shall have the care and custody of the corporate funds,
and other valuable effects, including 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. The Treasurer 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 President and Directors, at the
regular meeting of the Board of Directors, or whenever they may require it, an
account of all his transactions as Treasurer and of the financial condition of
the Corporation.

Section 11.  The Assistant Treasurer

         During the absence or disability of the Treasurer, any Assistant
Treasurer, or if there be more than one, the one so designated by the Treasurer
or by the Board of Directors, shall have all the powers and functions of the
Treasurer.

Section 12.  Bonds

         In case the Board of Directors shall so require, any officer or agent
of the Corporation shall give the Corporation a bond for such term, 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 to 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.


                                   ARTICLE VII

                               SHARE CERTIFICATES

Section 1.  Form; Signature

         The certificates for shares of the Corporation shall be in such form as
shall be determined by the Board of Directors and shall be numbered
consecutively and entered in the books of the Corporation as they are issued.
Each certificate shall exhibit the registered holder's name and the number and
class of shares, and shall be signed by the Chairman or a Vice-Chairman of the
Board of Directors, if there be any, or the President or a Vice-President and
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary, and shall bear the seal of the Corporation or a facsimile thereof.

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Section 2.  Lost Certificates

         The Board of Directors may direct a new share certificate or
certificates to be issued in place of any certificate or certificates
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 such issue of a new
certificate or certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such lost
or destroyed certificate or certificates, or his legal representative, to give
the Corporation a bond in such sum as it may direct as indemnity against any
claim that may be made against the Corporation with respect to the certificate
alleged to have been lost or destroyed.

Section 3.  Registration of Transfer

         Upon surrender to the Corporation or any transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation or such transfer agent 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 by law, the Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends or other distributions, and to vote as such
owner, and to hold liable for calls and assessments a person registered on its
books as the owner of shares, and shall not be bound to recognize any equitable
or legal claim to or interest in such share or shares on the part of any other
person, whether or not it has actual or other notice thereof, except as
otherwise provided by the laws of the State of New York.

Section 5.  Record Date

         For the purpose of determining the shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other action affecting
the interests of shareholders, the Board of Directors may fix, in advance, a
record date. Such date shall not be more than fifty (50) nor less than ten (10)
days before the date of any such meeting, nor more than fifty (50) days prior to
any other action.

         In each such case, except as otherwise provided by law, only such
persons as shall be shareholders of record on the date so fixed shall be
entitled to notice of, and to vote at, such meeting and any adjournment thereof,
or to express such consent or dissent, or to receive

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payment of such dividend, or such allotment of rights, or otherwise to be
recognized as shareholders for the related purpose, notwithstanding any
registration of transfer of shares on the books of the Corporation after any
such record date so fixed.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

Section 1.  Fiscal Year

         The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.

Section 2.  Dividends

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

Section 3.  Reserves

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

Section 4.  Checks

                  All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

Section 5.  Seal

                  The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal New
York." The seal may be used by causing it or a facsimile thereof to be impressed
or affixed or otherwise reproduced.

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                                   ARTICLE IX

                                   AMENDMENTS

Section 1.  Adoption; Amendment; Repeal

                  By-Laws of the Corporation may be adopted, amended or repealed
by vote of the holders of the shares at the time entitled to vote in the
election of any Directors. By-Laws of the Corporation may also be adopted,
amended or repealed by the Board of Directors, but any By- Law adopted by the
Board of Directors, may be amended or repealed by the shareholders entitled to
vote thereon as herein provided.

Section 2.  Amendments Affecting Election of Directors; Notice

                  If any By-Law regulating an impending election of Directors is
adopted, amended or repealed by the Board, there shall be set forth in the
notice of the next meeting of shareholders for the election of Directors the
By-Law so adopted, amended or repealed, together with a concise statement of the
changes made.


                                    ARTICLE X

                                 INDEMNIFICATION

                  A. The Corporation shall indemnify and advance the expenses of
each person to the full extent permitted by the New York Business Corporation
Law (the "BCL") as the same now exists or may hereafter be amended.

                  B. The indemnification and advancement of expenses granted
pursuant to this Article X shall not be exclusive of any other rights to which a
Director or officer seeking indemnification or advancement of expenses may be
entitled, when authorized by (i) a resolution of shareholders, (ii) a resolution
of Directors, or (iii) an agreement providing for such indemnification, provided
that no indemnification may be made to or on behalf of any Director or officer
if a judgment or other final adjudication adverse to the Director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled. Nothing contained in this
Article X shall affect any rights to indemnification to which corporate
personnel other than Directors and officers may be entitled by contract or
otherwise under law.

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                  C. No amendment, modification or rescission of this Article X
shall be effective to limit any person's right to indemnification with respect
to any alleged cause of action that accrues or other incident or matter that
occurs prior to the date on which such modification, amendment or rescission is
adopted.

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