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                                                                     EXHIBIT 3.2

                                  WELLMAN, INC.

                                RESTATED BY-LAWS

                                   ARTICLE I.

                                     OFFICES

     SECTION 1.01. Registered Office. The registered office of the Corporation
in the State of Delaware shall be at Corporation Trust Center, 1209 Orange
Street in the City of Wilmington, County of New Castle. The name of the resident
agent in charge thereof shall be The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware.

     SECTION 1.02. Other Offices. The Corporation may also have an office in
Shrewsbury, New Jersey, and at such other place or places either within or
without the State of Delaware as the Board of Directors may from time to time
determine or the business of the Corporation require.

                                   ARTICLE 2.

                            MEETINGS OF STOCKHOLDERS

     SECTION 2.01. Place of Meetings. All meetings of the stockholders of the
Corporation shall be held at such place ether within or without the State of
Delaware as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.

     SECTION 2.02. Annual Meetings. (a) The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may come before the meeting shall be held at the principal office of the
Corporation in the State of Delaware, or such place as shall be fixed by the
Board of Directors, at ten o'clock in the forenoon, local time, on the third
Tuesday in May in each year, if not a legal holiday at the place where such
meeting is to be held, and if a legal holiday, then on the next succeeding
business day not a legal holiday at the same hour. (b) In respect of the annual
meeting for any particular year the Board of Directors may, by resolution fix a
different day, time or place (either within or without the State of Delaware)
for the annual meeting. (c) If the election of directors shall not be held on
the day designated herein or the day fixed by the Board, as the case may be, for
any annual meeting, or on the day of any adjourned session thereof, the Board of
Directors shall cause the election to be held at a special meeting as soon
thereafter as conveniently may be. At such special meeting the stockholders may
elect the directors and transact other business with the same force and effect
as at an annual meeting duly called and held.

     SECTION 2.03 Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called at any time by the Chief Executive Officer
or President or by order of the Board of Directors and must be called by the
Secretary upon the request in writing of stockholders holding of record a
majority of the outstanding shares of stock of the Corporation entitled to vote
at such meeting.

     SECTION 2.04. Notice of Meetings. (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall be
given to each stockholder of record

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entitled to vote at such meeting not less than ten days nor more than fifty days
before the day on which the meeting is to be held by delivering written notice
thereof to him personally or by mailing such notice, postage prepaid, addressed
to him at his post-office address last shown in the records of the Corporation
or by transmitting notice thereof to him at such address by telegraph, cable or
any other available method. Every such notice shall state the time and place of
the meeting and, in case of a special meeting, shall state briefly the purposes
thereof. (b) Notice of any meeting of stockholders shall not be required to be
given to any stockholder who shall attend such meeting in person or by proxy or
who shall in person or by attorney thereunto authorized, waive such notice in
writing or by telegraph, cable or any other available method either before or
after such meeting. Notice of any adjourned meeting of the stockholders shall
not be required to be given except when expressly required by law.

     SECTION 2.05. Quorum. (a) At each meeting of the stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these
By-Laws, the holders of record of a majority of the issued and outstanding
shares of a stock of the Corporation entitled to vote at such meeting, present
in person or represented by proxy, shall constitute a quorum for the transaction
of business. (b) In the absence of a quorum a majority in interest of the
stockholders of the Corporation entitled to vote, present in person or
represented by proxy or, in the absence of all such stockholders, any officer
entitled to preside at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally called.

     SECTION 2.06. Organization. At each meeting of the stockholders the
President, any Vice President, or any other officer designated by the Board of
Directors, shall act as chairman, and the Secretary or an Assistant Secretary of
the Corporation, or in the absence of the Secretary and all Assistant
Secretaries, a person whom the chairman of such meeting shall appoint shall act
as secretary of the meeting and keep the minutes thereof.

     SECTION 2.07. Voting. (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote, in person or by
proxy, for each share of capital stock of the Corporation registered in his name
on the books of the Corporation:

          (i) on the date fixed pursuant to Section 9.03 of these By-Laws as the
     record date for the determination of stockholders entitled to vote at such
     meeting; or

          (ii) if no such record date shall have been fixed, then the record
     date shall be at the close of business on the day next preceding the day on
     which notice of such meeting is given.

     (b) Persons holding stock in a fiduciary capacity shall be entitled to vote
the shares so held. In the case of stock held jointly by two or more executors,
administrators, guardians, conservators, trustees or other fiduciaries, such
fiduciaries may designate in writing one or more of their number to present such
stock and vote the shares so held, unless there is a provision. to the contrary
in the instrument, if any, defining their powers and duties. (c) Persons whose
stock is pledged shall be entitled to vote thereon until such stock is
transferred on the books of the Corporation to the pledgee, and thereafter only
the pledgee shall be entitled to vote. (d) Any stockholder entitled to vote may
do so in person or by his proxy appointed by an instrument in writing subscribed
by such stockholder or by his attorney thereunto authorized, or by a telegram,
cable or any other available method delivered to the secretary of the meeting;
provided, however, that no proxy shall be voted after three years from its date,
unless said proxy provides for a


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longer period. (e) At all meetings of the stockholders, all matters (except
where other provision is made by law or by the Certificate of Incorporation or
these By-Laws) shall be decided by the vote of a majority in interest of the
stockholders entitled to vote thereon, present in person or by proxy, at such
meeting, a quorum being present.

     SECTION 2.08. Inspectors. The chairman of the meeting may at any time
appoint two or more inspectors to serve at a meeting of the stockholders. Such
inspectors shall decide upon the qualifications of voters, accept and count the
votes for and against the questions presented, report the results of such votes,
and subscribe and deliver to the secretary of the meeting a certificate stating
the number of shares of stock issued and outstanding and entitled to vote
thereon and the number of shares voted for and against the questions presented.
The inspectors need not be stockholders of the Corporation, and any director or
officer of the Corporation may be an inspector on any question other than a vote
for or against his election to any position with the Corporation or on any other
question in which he may be directly interested. Before acting as herein
provided each inspector shall subscribe an oath faithfully to execute the duties
of an inspector with strict impartiality and according to the best of his
ability.

     SECTION 2.09. List of Stockholders. (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of
stockholder. Such list shall be open during ordinary business hours to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the election, 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. (b) Such list shall 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. (c) Upon the willful neglect or refusal of the
directors to produce such list at any meeting for the election of directors they
shall be ineligible for election to any office at such meeting. (d) The stock
ledger shall be conclusive evidence as to who are the stockholders entitled to
examine the stock ledger and the list of stockholders required by this Section
2.09 or the books of the Corporation or to vote in person or by proxy at any
meeting of stockholders.

     SECTION 2.10. Introduction of Business at a Meeting of Stockholders. (a) At
an annual or special meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been
properly brought before an annual or special meeting of stockholders. To be
properly brought before an annual or special meeting of stockholders, business
must be (i) in the case of a special meeting, specified in the notice of the
special meeting (or any supplement thereto) given by the officer of the
Corporation calling such meeting or by or at the direction of the Board, or (ii)
in the case of an annual meeting, properly brought before the meeting by or at
the direction of the Board, or otherwise properly brought before the annual
meeting by a stockholder. For business to be properly brought before an annual
meeting of stockholders by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to the Secretary of the Corporation, or
mailed to and received at the principal executive offices of the Corporation by
the Secretary, not less than 30 days prior to the date of the annual meeting;
provided, however, that if less than 40 days' notice or prior public disclosure
of the date of the annual meeting is given or made to stockholders, notice by
the stockholder to be timely must be so delivered or received not later than the
close of business on the 7th day following the earlier of (i) the day on which
such notice of the meeting was mailed, or (ii) the day on which such public
disclosure was made.


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     (b) A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before an annual meeting of
stockholders (i) a brief description of the business desired to be 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 any other stockholders
known by such stockholder to be supporting such proposal, (iii) the class and
number of bares of the Corporation which are beneficially owned by such
stockholder on. the date of such stockholder's notice and by any other
stockholders known by such stockholder to be supporting such proposal on the
date of such stockholder's notice, and (iv) any material interest of the
stockholder in such proposal.

     (c) Notwithstanding anything in the By-laws to the contrary, no business
shall be conducted at a meeting of stockholders except in accordance with the
procedures set forth in this Section 2.10. The chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that the business was
not properly brought before the meeting in accordance with the procedures
prescribed by the By-laws, and if he should so determine, he shall so declare to
the meeting and any such business not properly brought before the meeting shall
not be transacted.

     SECTION 2.11. Notwithstanding Section 2.07(e) of these By-laws, at all
meetings of the stockholders, any matter properly brought before the meeting by
a stockholder in accordance with Section 2.10 of these By-laws shall be decided
by the vote of a majority of the total quorum. For purposes of the foregoing, an
abstention from voting on such a matter or a broker non-vote shall have the same
legal effect as a vote "against" the matter.

                                   ARTICLE 3.

                               BOARD OF DIRECTORS

     SECTION 3.01. General Powers. The business, property and affairs of the
Corporation shall be managed by the Board of Directors.

     SECTION 3.02. Number, Qualifications and Term of Office. (a) The number of
directors of the Corporation which shall constitute the whole Board of Directors
shall be such number, not less than one nor more than nine as from time to time
shall be fixed by the Board of Directors. (b) A director need not be a
stockholder. Each director shall hold office until the annual meeting of the
stockholders next following his election and until his successor shall have been
elected and shall qualify, or until his death, or until he shall resign, or
until he shall have been removed in the manner hereinafter provided.

     SECTION 3.03. Election of Directors. At each meeting of the stockholders
for the election of directors at which a quorum is present, the persons, not
exceeding the authorized number of directors, receiving the greatest number of
votes of the stockholders entitled to vote thereon, present in person or by
proxy, shall be the directors. In the case of any increases in the number of
directors, the additional director or directors may be elected either at the
meeting of the Board of Directors or of the stockholders at which each increase
is voted, or at any subsequent annual, regular or special meeting of the Board
of Directors or stockholders.

     SECTION 3.04. Quorum and Manner of Acting. (a) Except as otherwise provided
by statute or by the Certificate of Incorporation, a majority of the directors
at the time in office shall constitute a quorum for the transaction of business
at any meeting and the affirmative action of a majority of the directors present
at any meeting at which a quorum is present shall be required for the taking of
any action by the Board of Directors. (b) In the event one or more of the
directors shall be disqualified to vote at such meeting,


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then the required quorum shall be reduced by one for each such director so
disqualified; provided, however, that in no event shall the quorum as adjusted
be less than one third of the total number of directors. (c) In the absence of a
quorum at any meeting of the Board such meeting need not be held; or a majority
of the directors present thereat or, if no director be present, the Secretary
may adjourn such meeting from time to time until a quorum shall be present.
Notice of any adjourned meeting need not be given.

     SECTION 3.05. Offices, Place of Meeting and Records. The Board of Directors
may hold meetings, have an office or offices and keep the books and records of
the Corporation at such place or places within or without the State of Delaware
as the Board may from time to time determine. The place of meeting shall be
specified or fixed in the respective notices or waivers of notice thereof,
except where otherwise provided by statute, by the Certificate of Incorporation
or these By-Laws.

     SECTION 3.06. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.

     SECTION 3.07. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at said place at the
same hour on the next succeeding business day. Notice of regular meetings need
not be given.

     SECTION 3.08. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the President or by any two of the
directors. Notice of each such meeting shall be mailed to each director,
addressed to him at his residence or usual place of business, at least two days
before the day on which the meeting is to be held, or shall be sent to him at
his residence or at such place of business by telegraph, cable or other
available means, or shall be delivered personally or by telephone, not later
than one day before the day on which the meeting is to be held. Each such notice
shall state the time and place of the meeting but need not state the purposes
thereof except as otherwise herein expressly provided. Notice of any such
meeting need not be given to any director, however, if waived by him in writing
or by telegraph, cable or any other available method, whether before or after
such meeting shall be held, or if he shall be present at such meeting.

     SECTION 3.09. Organization. At each meeting of the Board of Directors the
President or, in his absence, a director chosen by a majority of the directors
present, shall act as chairman. The Secretary or, in his absence an Assistant
Secretary or, in the absence of the Secretary and all Assistant Secretaries, a
person whom the chairman of such meeting shall appoint shall, act as secretary
of such meeting and keep the minutes thereof.

     SECTION 3.10. Order of Business. At all meetings of the Board of Directors
business shall be transacted in the order determined by the Board.

     SECTION 3.11. Removal of Directors. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
either with or without cause, at any time, by the affirmative vote of the
holders of record of a majority of the issued and outstanding stock entitled to
vote for the election of directors of the Corporation given at a special meeting
of the stockholders called and held for the purpose; and the vacancy in the
Board


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caused by any such removal may be filled by such stockholders at such meetings
in the manner hereinafter provided or, if the stockholders at such meeting shall
fail to fill such vacancy, as in these By-Laws provided.

     SECTION 3.12. Resignation. Any director of the Corporation may resign at
any time by giving written notice of his resignation to the Board of Directors,
the President, any Vice President or the Secretary of the Corporation. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

     SECTION 3.13. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause may be filled by majority action of the remaining
directors then in office, though less than a quorum, or by the stockholders of
the Corporation at the next annual meeting or any special meeting called for the
purpose, and each director so elected shall hold office until the next annual
election of directors and until his successor shall be duly elected and
qualified or until his death or until he shall resign or shall have been removed
in the manner herein provided.

     SECTION 3.14. Compensation. Each director, in consideration of his serving
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at directors' meetings, or both, as the Board of
Directors shall from time to time determine, together with reimbursement for the
reasonable expenses incurred by him in connection with the performance of his
duties; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation or its subsidiaries in any other
capacity and receiving proper compensation therefor.

                                   ARTICLE 4.

                                   COMMITTEES

     SECTION 4.01. Executive Committee. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of not less than two nor more than five members
of the Board of Directors, including the President, and shall designate one of
the members as its chairman. Notwithstanding any limitation on the size of the
Executive Committee, the Committee may invite members of the Board to attend one
at a time at its meetings. For the purpose of the meeting he so attends, the
invited director shall be entitled to vote on matters considered at such meeting
and shall receive the Executive Committee fee for such attendance. At anytime
one additional director may be invited to an Executive Committee meeting in
addition to the rotational invitee and in such case such additional invitee
shall also be entitled to vote on matters considered at such meeting and shall
receive the Executive Committee fee for such attendance.

     Each member of the Executive Committee shall hold office, so long as he
shall remain a director, until the first meeting of the Board of Directors held
after the next annual meeting of the Board of Directors held after the next
annual election of directors and until his successor is duly appointed and
qualified. The chairman of the Executive Committee or, in his absence, a member
of the Committee chosen by a majority of the members present shall preside at
meetings of the Executive Committee and the Secretary or an Assistant Secretary
of the Corporation, or such other person as the Executive Committee shall from
time to time determine, shall act as secretary of the Executive Committee.

     The Board of Directors, by action of the majority of the whole Board, shall
fill vacancies in the Executive Committee.


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     SECTION 4.02. Powers. During the intervals between the meetings of the
Board of Directors, the Executive Committee shall have and may exercise all of
the powers of the Board of Directors in all cases in which specific directions
shall not have been given by the Board of Directors.

     SECTION 4.03. Procedure; Meetings; Quorum. The Executive Committee shall
fix its own rules of procedure subject to the approval of the Board of
Directors, and shall meet at such times and at such place or places as may be
provided by such rules. At every meeting of the Executive Committee the presence
of a majority of all the members shall be necessary to constitute a quorum and
the affirmative vote of a majority of the members present shall be necessary for
the adoption by it of any resolution. In the absence of a quorum at any meeting
of the Executive Committee such meeting need not be held, or a majority of the
members present thereat or, if no members be present, the secretary of the
meeting may adjourn such meeting from time to time until a quorum be present.

     SECTION 4.04. Compensation. Each member of the Executive Committee shall be
entitled to receive from the Corporation such fee, if any, as shall be fixed by
the Board of Directors, together with reimbursement for the reasonable expenses
incurred by him in connection with the performance of his duties.

     SECTION 4.05. Other Board Committees. The Board of Directors may from time
to time, by resolution passed by a majority of the whole Board, designate one or
more committees in addition to the Executive Committee, each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or in the By-Laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have power to change the
members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.

     SECTION 4.06. Alternates. The President may designate one or more directors
as alternate members of any committee who may act in the place and stead of
members who temporarily cannot attend any such meeting.

     SECTION 4.07. Additional Committees. The Board of Directors may from time
to time create such additional committees of directors, officers, employees or
other persons designated by it (or any combination of such persons) for the
purpose of advising the Board, the Executive Committee and the officers and
employees of the Corporation in all such matters as the Board shall deem
advisable and with such functions and duties as the Board shall by resolutions
prescribe.

     A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board of Directors shall have the power to change
the Members of any committee at any time, to fill vacancies and to discharge any
such committee, either with or without cause, at any time.


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                                   ARTICLE 5.

                                ACTION BY CONSENT

     SECTION 5.01. Consent by Directors. 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 prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the Board
or such committee.

     SECTION 5.02. Consent by Stockholders. Any action required or permitted to
be taken at any meeting of the stockholders may be taken without a meeting upon
the written consent of the holders. of shares of stock entitled to vote who hold
the number of shares which in the aggregate are at least equal to the percentage
of the total vote required by statute or the Certificate of Incorporation or
these By-Laws for the proposed corporate action.

                                   ARTICLE 6.

                                    OFFICERS

     SECTION 6.01. Number. The principal officers of the Corporation shall be a
President, Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer, one or more Vice Presidents (the number thereof and variations in title
to be determined by the Board of Directors), a Treasurer and a Secretary.

     SECTION 6.02. Election, Qualifications and Term of Office. Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of Section 6.03, shall be elected annually by the Board of Directors
and shall hold office until his successor shall have been duly elected and
qualified, or until his death, or until he shall have resigned or shall have
been removed in the manner herein provided. The Chairman of the Board and the
President shall be and remain directors.

     SECTION 6.03. Other Officers. The Corporation may have such other officers,
agents, and employees as the Board of Directors may deem necessary, including a
Controller, one or more assistant Controllers, one or more Assistant Treasurers
and one or more Assistant Secretaries, each of whom shall hold office for such
period, have such authority, and perform such duties as the Board of Directors
or the President may from time to time determine. The Board of Directors may
delegate to any principal officer the power to appoint or remove any such
subordinate officers, agents, or employees.

     SECTION 6.04. Removal. Any officer may be removed, either with or without
cause, by the vote of a majority of the whole Board of Directors or, except in
case of any officer elected by the Board of Directors, by any committee of
officers upon whom the power of removal may be conferred by the Board of
Directors.

     SECTION 6.05. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or the President. Any such resignation
shall take effect at the date of receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.


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     SECTION 6.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.

     SECTION 6.07. Chief Executive Officer. The Chief Executive Officer shall
preside at all meetings of the Board of Directors. Subject to definition by the
Board of Directors, he shall have general executive powers and such specific
powers and duties as from time to time may be conferred upon or assigned to him
by the Board of Directors.

     SECTION 6.08. President. Subject to the powers of the Chief Executive
Officer, the President shall have general executive powers and shall perform
such duties as from time to time may be conferred upon or assigned to him by the
Board of Directors or the Chief Executive Officer. In the absence of the Chief
Executive Officer, the President shall preside at meetings of the Board of
Directors.

     SECTION 6.09. Chief Operating Officer. Subject to the powers of the Chief
Executive Officer and the President, the Chief Operating Officer shall have
general executive powers, including operational authority over the Corporation's
divisions, and shall perform such duties as from time to time may be conferred
upon or assigned to him by the Chief Executive Officer or the Board of
Directors.

     SECTION 6.10. Vice President. Each Vice President shall have such powers
and perform such duties as the Board of Directors or the Executive Committee may
from time to time prescribe or as shall be assigned to him by the President.

     SECTION 6.11. Chief Financial Officer. The Chief Financial Officer shall
have charge and custody of, and be responsible for, all funds and securities of
the Corporation, and shall deposit all such funds to the credit of the
Corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of these By-Laws; he shall disburse
the funds of the Corporation as may be ordered by the Board of Directors or the
Executive Committee, making proper vouchers for such disbursements, and shall
render to the Board of Directors or the stockholders, whenever the Board may
require him so to do, a statement of all his transactions as Chief Financial
Officer or the financial condition of the Corporation; and, in general, he shall
perform all the duties as from time to time may be assigned to him by the Board
of Directors, any committee of the Board designated by it so to act or the
President.

     SECTION 6.12. Secretary. The Secretary shall record or cause to be recorded
in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall be
custodian of all corporate records (other than financial) and of the seal of the
Corporation and see that the seal is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-Laws; shall keep, or cause to be
kept, the list of stockholders as required by Section 2.09, which include the
post-office addresses of the stockholders and the number of shares held by them,
respectively, and shall make or cause to be made, all proper changes therein,
shall see that the books, reports, statements, certificates and all other
documents and records required by law are properly kept and filed; and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may from time to time be assigned to him by the Board of
Directors, the Executive Committee or the President.


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     SECTION 6.13. Treasurer. The Treasurer shall have such powers and perform
such duties as the Board of Directors or the Executive Committee may from time
to time prescribe or shall be assigned to him by the President or Chief
Financial Officer.

     SECTION 6.14. Salaries. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors or a
special committee thereof, and none of such officers shall be prevented from
receiving a salary by reason of the fact that he is a director of the
Corporation.

                                   ARTICLE 7.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     (a) Right to Indemnification. Each person who was or is made a party, or is
threatened to be made a party to, or is involved in any threatened, pending or
completed action, suit or proceeding, whether criminal, administrative or
investigative, by reason of the fact that the person is the legal
representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment) against all expenses,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith; provided, however,
that the Corporation shall indemnify any such person seeking indemnity in
connection with any action, suit or proceeding (or part thereof) initiated by
such person only if such action, suit or proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. Such right shall be a
contract right and shall include the right to be paid by the Corporation
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of such proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it should be determined ultimately that such
director or officer is not entitled to be indemnified under this Article or
otherwise.

     (b) Right of Claimant to Bring Suit. If a claim under paragraph (a) is not
paid in full by the Corporation within ninety days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in such suit, the claimant shall be entitled to
be paid also the expense of prosecuting such claim. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking has been tendered to the Corporation) that the claimant
has not met the standards of conduct which make it permissible under the
Delaware General Corporation Law for the Corporation to indemnify the claimant
for the amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors,


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<PAGE>

independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because claimant has met the applicable standards of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel or its stockholders) that the claimant had not met such applicable
standards of conduct, shall be a defense to the action or create a presumption
that claimant had not met the applicable standards of conduct.

     (c) Non-Exclusivity of Rights. The rights conferred on any person by
paragraphs (a) and (b) shall not be exclusive of any other right which such
person may have or hereafter acquire under any statute, provision of the
Corporation's Certificate of Incorporation, By-Laws, agreement, vote of
stockholders or disinterested directors or otherwise.

     (d) Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any such director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

                                   ARTICLE 8.

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS. ETC.

     SECTION 8.01. Execution of Contracts. Unless the Board of Directors or the
Executive Committee shall otherwise determine, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer, any Vice
President or the Treasurer, and the Secretary or any Assistant Secretary, may
enter into any contract or execute any contract or other instrument, the
execution of which is not otherwise specifically provided for, in the name and
on behalf of the Corporation. The Board of Directors, or any committee
designated thereby with power so to act, except as otherwise provided in these
By-Laws, may authorize any other or additional officer or officers or agent or
agents of the Corporation, and such authority may be general or confined to
specific instances. Unless authorized so to do by these By-Laws or by the Board
of Directors or by any such committee, no officer, agent or employee shall have
any power or authority to bind the Corporation by any contract or engagement or
to pledge its credit or to render it liable pecuniary for any purpose or to any
amount.

     SECTION 8.02. Loans. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or Executive
Committee or other committee designated by the Board to act. Such authority may
be general or confined to specific instances. When so authorized, the officer or
officers thereunto authorized may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual, and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of the Corporation,
and, when authorized as aforesaid, as security for the payment of any and all
loans, advances, indebtedness and liabilities of the Corporation, may mortgage,
pledge, hypothecate or transfer any real or personal property at any time owned
or held by the Corporation, and to that end execute instruments of mortgage or
pledge or otherwise transfer such property.

     SECTION 8.03. Checks, Drafts, etc. All checks, drafts, bills of exchange or
other orders for the payment of money, obligations, notes, or other evidence of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the


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Corporation as shall from time to time be determined by resolution of the Board
of Directors or Executive Committee or other committee designated by the Board
so to act.

     SECTION 8.04. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors or
Executive Committee or other committee designated by the Board so to act may
from time to time designate, or as may be designated by any officer or officers
or agent or agents of the Corporation to whom such power may be delegated by the
Board of Directors or Executive Committee or other committee designated by the
Board so to act and, for the purpose of such deposit and for the purposes of
collection for the account of the Corporation may be endorsed, assigned and
delivered by any officer, agent or employee of the Corporation or in such other
manner as may from time to time be designated or determined by resolution of the
Board of Directors or Executive Committee or other committee designated by the
Board so to act.

     SECTION 8.05. Proxies in Respect of Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board of Directors or the
Executive Committee or other committee so designated to act by the Board, the
President or any Vice President may from time to time appoint an attorney or
attorneys or agent or agents of the Corporation, in the name and on behalf of
the Corporation, to cast the votes which the Corporation may be entitled to cast
as the holder of stock or other securities in any other corporation, association
or trust any of whose stock or other securities may be held by the Corporation,
at meetings of the holders of the stock or other securities of such other
corporation, association or trust, or to consent in writing, in the name of the
Corporation as such holder, to any action by such other corporation, association
or rust, and may instruct the person or persons so appointed as to the manner.
..of casting such votes or giving such consent, and may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.

                                   ARTICLE 9.

                                BOOKS AND RECORDS

     SECTION 9.01. Place. The books and records of the Corporation may be kept
at such places within or without the State of Delaware as the Board of Directors
may from time to time determine. The stock record books and the blank stock
certificate books shall be kept by the Secretary or by any other officer or
agent designated by the Board of Directors.

     SECTION 9.02. Addresses of Stockholders. Each stockholder shall furnish to
the Secretary of the Corporation or to the transfer agent of the Corporation an
address at which notices of meetings and all other corporate notices may be
served upon or mailed to him, and if any stockholder shall fail to designate
such address, corporate notices may be served upon him by mail, postage prepaid,
to him at his post-office address last known to the Secretary or to the transfer
agent of the Corporation or by transmitting a notice thereof to him at such
address by telegraph, cable or other available method.

     SECTION 9.03. Record Dates. The Board of Directors may fix in advance a
date, not exceeding sixty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend or
to any such allotment of rights, or to exercise


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<PAGE>

the rights in respect of any change, conversion or exchange of capital stock of
the Corporation, or to give such consent, and in each such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to notice of, or to vote at, such meeting
and any adjournment thereof, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.

     SECTION 9.04. Audit of Books and Accounts. The books and accounts of the
Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing selected by the Board of Directors.

                                   ARTICLE 10.

                            SHARES AND THEIR TRANSFER

     SECTION 10.01. Certificates of Stock. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of stock to
which such shares belong, which shall otherwise be in such form as the Board of
Directors shall prescribe. Every such certificate shall be signed by the
President or a Vice President, and the Treasurer or any Assistant Treasurer or
the Secretary or any Assistant Secretary of the Corporation; provided, however,
that where such certificate is signed or countersigned by a transfer agent or
registrar the signatures of such officers of the Corporation and the seal of the
Corporation may be in facsimile form. In case any officer or officers who shall
have signed, or whose facsimile signature or signatures shall have been used on,
any 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 shall have been delivered by the Corporation,
such certificate or certificates may nevertheless be issued and delivered by the
Corporation as though the person or persons who signed such certificate or whose
facsimile signature or signatures shall have been used thereof had not ceased to
be such officer or officers of the Corporation.

     SECTION 10.02. Record. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate for stock
of the Corporation issued, the number of shares represented by each such
certificate, and the date thereof, and, in case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.

     SECTION 10.03. Transfer of Stock. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed.

     SECTION 10.04. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors or Executive Committee shall so
determine, maintain one or more transfer offices or agencies, each in charge of
a transfer agent designated by the Board of Directors, where the shares of the
capital stock of the Corporation shall be directly transferable, and also if and
whenever the Board of Directors shall so determine, maintain one or more by the
Board of Directors, where such shares of stock shall be registered. The Board of
Directors may make such rules and regulations as it may deem expedient, not
inconsistent with these By-Laws, concerning the issue, transfer and registration
of certificates for shares of the capital stock of the Corporation.


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<PAGE>

     SECTION 10.05. Lost, Destroyed or Mutilated Certificates. In case of the
alleged loss or destruction or the mutilation of a certificate representing
capital stock of the Corporation, a new certificate may be issued in place
thereof, in the manner and upon such terms as the Board of Directors may
prescribe.

                                   ARTICLE 11.

                                      SEAL

     The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall bear the name of the Corporation and the words
and figures "Incorporated 1985, Delaware.

                                   ARTICLE 12.

                                   FISCAL YEAR

     The fiscal year of the Corporation shall commence on the first day of
January, except as otherwise provided from time to time by the Board of
Directors.

                                   ARTICLE 13.

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by statute, these
By-Laws or the Certificate of Incorporation, 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 14.

                                   AMENDMENTS

     These By-Laws may be altered, amended or repealed, in whole or in part, and
new By-Laws may be adopted, in whole or in part, by the affirmative vote of a
majority of the whole Board of Directors given at any meeting. No amendment may
be made unless the By-Laws, as amended, is consistent with the requirements of
law and of the Certificate of Incorporation.


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