EXHIBIT 3.2

                              MICRO WAREHOUSE, INC.

                          AMENDED AND RESTATED BY LAWS


                                    ARTICLE I

                                     OFFICES

            Section 1. The registered office shall be in the City of Wilmington,
County of New Castle and State of Delaware.

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

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

      Section 1. All meetings of the stockholders for the election of directors
shall be held in the City of Norwalk, State of Connecticut, at such place as may
be fixed from time to time by the Board of Directors, or such other place either
within or without the State of Delaware as shall be designated from time to time
by the board of directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
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            Section 2. Annual meetings of stockholders commencing with the year
1993, shall be held on or about the 1st day of May, if not a legal holiday, and
if a legal holiday, then on the next secular day following, at 10:00 a.m. or at
such other 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 which they
shall elect by a plurality vote, a board of directors, and transact such other
business as may properly be brought before the meeting in accordance with this
Article II.

            Section 3. Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder entitled to vote
at such meeting not less than ten nor more than sixty days before the date of
the meeting.

            Section 4. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
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            Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning at least 80% of
the entire capital stock of the Corporation issued and outstanding and entitled
to vote. Such request shall state the purpose or purposes of the proposed
meeting.

            Section 6. Written notice of a special meeting stating the place,
date and hour of the meeting and the purpose or purposes for which the meeting
is called shall be given not less than ten nor more than sixty days before the
date of the meeting to each stockholder entitled to vote at such meeting.

            Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

            Section 8. A majority of the stockholders, holding stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the
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meeting as originally notified. If the adjournment is for more than thirty days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

            Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation a different vote is required, in which case
such express provision shall govern and control the decision of such question.

            Section 10. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

                               ORDER OF BUSINESS

            Section 11. The president, or such other officer of the Corporation
designated by a majority of the board of directors, will call meetings of the
stockholders to order and will act as presiding officer thereof. Unless
otherwise determined by the board of directors prior to the meeting, the
presiding officer of the meeting of the stockholders will also determine the
order of business and have the authority in his or her sole discretion to
regulate the conduct of
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any such meeting, including without limitation by imposing restrictions on the
persons (other than stockholders of the Corporation or their duly appointed
proxies) who may attend any such stockholders' meeting, by ascertaining whether
any stockholder or his or her proxy may be excluded from any meeting of the
stockholders based upon any determination by the presiding officer, in his or
her sole discretion, that any such person has unduly disrupted or is likely to
disrupt the proceedings thereat, and by determining the circumstances in which
any person may make a statement or ask questions at any meeting of the
stockholders.

            Section 12. At an annual meeting of the stockholders, only such
business will be conducted or considered as is properly brought before the
meeting. To be properly brought before an annual meeting, business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board in accordance with Section 3 of this Article, (b)
otherwise properly brought before the meeting by the presiding officer or by or
at the direction of a majority of the board of directors, or (c) otherwise
properly requested to be brought before the meeting by a stockholder of the
Corporation in accordance with Section 13 of this Article.

            Section 13. For business to be properly requested by a stockholder
to be brought before an annual meeting, the stockholder must (a) be a
stockholder of the Corporation of record at the time of the giving of the notice
for such annual meeting provided for in these By Laws, (b) be entitled to vote
at such meeting, and (c) have given timely notice thereof in writing to the
secretary. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
60
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calendar days prior to the annual meeting; provided, however, that in the event
public announcement of the date of the annual meeting is not made at least 75
calendar days prior to the date of the annual meeting, notice by the stockholder
to be timely must be so received not later than the close of business on the
10th calendar day following the day on which public announcement is first made
of the date of the annual meeting. A stockholder's notice to the secretary must
set forth as to each matter the stockholder proposes to bring before the annual
meeting (i) a description in reasonable detail of the business desired to
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business and the
beneficial owner, if any, on whose behalf the proposal is made, (iii) the class
and number of shares of the Corporation that are owned beneficially and of
record by the stockholder proposing such business and by the beneficial owner,
if any, on whose behalf the proposal is made, and (iv) any material interest of
such stockholder proposing such business and the beneficial owner, if any, on
whose behalf the proposal is made in such business. Notwithstanding the
foregoing provisions of this Section 13, a stockholder must also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder with respect to the matters set forth in
this Section 13. For purposes of this Section 13 and Section 5 of Article III,
"public announcement" means disclosure in a press release reported by the Dow
Jones News Service, Associated Press, or comparable national news service or in
a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14, or 15(d) of the Securities
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Exchange Act of 1934, as amended, or furnished to stockholders. Nothing in this
Section 13 will be deemed to affect any rights of stockholders to request
inclusion of proposals in the Corporation's proxy statement pursuant to Rule
14a-8 under the Securities Exchange Act of 1934, as amended.

            Section 14. At a special meeting of stockholders, only such business
may be conducted or considered as is properly brought before the meeting. To be
properly brought before a special meeting, business must be (a) specified in the
notice of the meeting (or any supplement thereto) given by or at the direction
of the president or a majority of the board of directors in accordance with
Section 6 of this Article II, or (b) otherwise properly brought before the
meeting by the presiding officer or by or at the direction of a majority of the
board of directors.

            Section 15. The determination of whether any business sought to be
brought before any annual or special meeting of the stockholders is properly
brought before such meeting in accordance with this Article II will be made by
the presiding officer of such meeting. If the presiding officer determines that
any business is not properly brought before such meeting, he or she will so
declare to the meeting and any such business will not be conducted or
considered.
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                                   ARTICLE III

                                    DIRECTORS

            Section 1. The number of directors which shall constitute the whole
board shall be not less than two nor more than five. The first board shall
consist of two directors. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of the board of directors
or by the vote of at least 80% of the stockholders entitled to vote for the
election of directors at an annual meeting. Subject to the proper nomination
procedure under this Article III, the directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his successor is elected and
qualified. Directors need not be stockholders.

            Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced. If there are no directors in office, then an election
of directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly
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created directorships, or to replace the directors chosen by the directors then
in office.

                            NOMINATIONS OF DIRECTORS

            Section 3. Subject to the rights, if any, of the holders of any
series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock designation, only persons who are nominated in
accordance with the following procedures will be eligible for election at a
meeting of stockholders as directors of the Corporation.

            Section 4. Nominations of persons for election as directors of the
Corporation may be made only at an annual meeting of stockholders (a) by or at
the direction of the board of directors or (b) by any stockholder who (i) is a
stockholder of record at the time such stockholder gave notice as provided for
in this Section 4; (ii) is entitled to vote for the election of directors at
such meeting, and (iii) complies with the procedures set forth in Section 5 of
this Article 3. All nominations by stockholders must be made pursuant to timely
notice in proper written form to the secretary.

            Section 5. To be timely, a stockholder's notice must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than 60 calendar days prior to the annual meeting of stockholders;
provided, however, that in the event that public announcement of the date of the
annual meeting is not made at least 75 calendar days prior to the date of the
annual meeting, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th calendar day following the day on
which public announcement is first made of the date of the annual meeting. To be
in proper
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written form, such stockholder's notice must set forth or include (a) the name
and address, as they appear on the Corporation's books, of the stockholder
giving the notice and of the beneficial owner, if any, on whose behalf the
nomination is made; (b) a representation that the stockholder giving the notice
is a holder of record of stock of the Corporation entitled to vote at such
annual meeting and intends to appear in person or by proxy at the annual meeting
to nominate the person or persons specified in the notice; (c) the class and
number of shares of stock of the Corporation owned beneficially and of record by
the stockholder giving the notice and by the beneficial owner, if any, on whose
behalf the nomination is made; (d) a description of all arrangements or
understandings between or among any of (i) the stockholder giving the notice,
(ii) the beneficial owner on whose behalf the notice is given, (iii) each
nominee, and (iv) any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholder giving the notice; (e) such other information regarding each nominee
proposed by the stockholder giving the notice as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated, or intended
to be nominated, by the board of directors; and (f) the signed consent of each
nominee to serve as a director of the Corporation if so elected. At the request
of the board of directors, any person nominated by the board of directors for
election as a director must furnish to the secretary that information required
to be set forth in a stockholder's notice of nomination which pertains to the
nominee. The presiding officer of any annual meeting will, if the facts warrant,
determine that a nomination was not made in accordance with the procedures
prescribed by this Article III, and
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if he or she should so determine, he or she will so declare to the meeting and
the defective nomination will be disregarded. Notwithstanding the foregoing
provisions of this Article III, a stockholder must also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder with respect to the matters set forth in
this Article III.

                             BUSINESS OF CORPORATION

            Section 6. The business of the Corporation shall be managed by or
under the direction of its board of directors which may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by statute
or by the certificate of incorporation or by these By Laws directed or required
to be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

            Section 7. The board of directors of the Corporation may hold
meetings, both regular and special, either within or without the States of
Delaware.

            Section 8. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the
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failure of the stockholders to fix the time or place of such first meeting of
the newly elected board of directors, or in the event such meeting is not held
at the time and place so fixed by the stockholders, the meeting may be held at
such- time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the directors.

            Section 9. 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.

            Section 10. Special meetings of the board may be called by the
chairman or president on two day's notice to each director, either personally or
by mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors unless the board consists of only one director; in which case special
meetings shall be called by the president or secretary in like manner and on
like notice on the written request of the sole director.

            Section 11. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the directors, except as may be otherwise specifically
provided by statute or by the certificate of incorporation. 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, without notice other than
announcement at the meeting, until a quorum shall be present.

            Section 12. Unless prohibited by the certificate of incorporation or
these By
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Laws, 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 all
members of the board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the board or committee.

            Section 13. Unless prohibited by the certificate of incorporation or
these By Laws, members of the board of directors, or any committee designated by
the board of directors, may participate in a meeting of the board of directors,
or any 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 such participation in a meeting shall constitute presence in
person at the meeting.

                              INTERESTED DIRECTORS

            Section 14. Whenever the business being transacted by the Board
relates to any contract or transaction between the Corporation and one or more
of its directors or officers, the Board shall conduct said meeting and vote on
said matter in full compliance with Section 144 of the Delaware Corporation Law
as the same may be amended from time to time.

                             COMMITTEES OF THE BOARD

            Section 15. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The board may
designate one or more directors as
<PAGE>

alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.

            Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation (except that
a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of directors
as provided in Section 151(a), fix any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation), adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By Laws of the Corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.
<PAGE>

            Section 16. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

            Section 17. Unless otherwise restricted by the certificate of
incorporation or these By Laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board-of directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

            Section 18. Unless otherwise restricted by the certificate of
incorporation or by law, any director may be removed with cause by a majority of
the board of directors and any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

                                   ARTICLE IV

                                     NOTICES
<PAGE>

            Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these By Laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

            Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these By
Laws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

            Section 1. The officers of the Corporation shall be chosen by the
board of directors and shall be a president, a vice president, a secretary and a
treasurer. The board of directors may also choose additional vice presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these By Laws otherwise provide.

            Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more vice
presidents, a secretary and a
<PAGE>

treasurer.

            Section 3. The board of directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.

            Section 4. The salaries of all officers of the Corporation shall be
fixed by the board of directors.

            Section 5. The officers of the Corporation shall hold --office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
Corporation shall be filled by the board of directors.

                                  THE PRESIDENT

            Section 6. The president shall be the chief executive officer of the
Corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and 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.

            Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the Corporation.
<PAGE>

                   THE VICE PRESIDENT-CHIEF OPERATING OFFICER

            Section 8. In the absence of the president or in the event of his
inability or refusal to act, a vice president who shall be the chief operating
officer shall have all the powers of and be subject to all of the restrictions
upon the president. The vice president-chief operating officer shall perform
such other duties and shall have such other powers as the board of directors may
from time to time prescribe.

                               THE VICE PRESIDENTS

            Section 9. In the absence of the president and the vice
president-chief operating officer or in the event of their inability or refusal
to act, the vice president (or in the event there be more than one vice
president, the vice presidents in the order designated by the directors, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the president and vice president-chief operating officer,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president and vice president-chief operating officer. The
vice presidents shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

            Section 10. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the board of directors in a book to be
kept for that purpose and shall
<PAGE>

perform like duties for the standing committees when required. He shall give, or
cause to be given, notice of all meetings of the stockholders 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 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.

            Section 11. The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the board of directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the secretary or in the event of his inability or refusal to
act, 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
may from time to time prescribe.

                      THE TREASURER AND ASSISTANT TREASURER

            Section 12. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipt and
disbursements in books belonging to the Corporation and shall deposit all monies
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.
<PAGE>

            Section 13. 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 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 treasurer and of the financial condition of the
Corporation.

            Section 14. 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 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.

            Section 15. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
<PAGE>

                                   ARTICLE VI

                             CERTIFICATES FOR SHARES

            Section 1. The shares of the Corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the Corporation by, the chairman or vice chairman of the board of
directors, or the president or a vice president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
Corporation.

            Within a reasonable time after the issuance or transfer of
uncertificated stock, the Corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement
that the Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

            Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer
<PAGE>

agent or registrar at the date of issue.

                               LOST CERTIFICATES

            Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                               TRANSFER OF STOCK

            Section 4. Upon surrender to the Corporation or the transfer agent
of the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of property transfer instructions from the registered
<PAGE>

owner of uncertificated shares, such uncertificated shares shall be canceled and
issuance of new equivalent uncertificated shares or certificated shares shall be
made to the person entitled thereto and the transaction shall be recorded upon
the books of the Corporation.

                               FIXING RECORD DATE

            Section 5. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to Corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                            REGISTERED STOCKHOLDERS

            Section 6. 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, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the
<PAGE>

owner of shares, and 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, except as
otherwise provided by the laws of Delaware.

                                  ARTICLE VII

                               GENERAL PROVISIONS

                                   DIVIDENDS

            Section 1. Dividends upon the capital stock of the Corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.

            Section 2. 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 or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
<PAGE>

                                ANNUAL STATEMENT

            Section 3. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the Corporation.

                                     CHECKS

            Section 4. 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.

                                  FISCAL YEAR

            Section 5. The fiscal year of the Corporation shall be fixed by
resolution of the board of directors.

                                      SEAL

            Section 6. The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                INDEMNIFICATION
<PAGE>

            Section 7. The Corporation shall indemnify its officers, directors,
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

                                  ARTICLE VIII

                                   AMENDMENTS

            Section 1. These By Laws may be altered, amended or repealed or new
By Laws may be adopted by the stockholders or by the board of directors when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new By
Laws be contained in the notice of such special meeting. If the power to adopt,
amend or repeal By Laws is conferred upon the board of directors by the
certificate of incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal By Law.