<PAGE>   1


                                                                     EXHIBIT 3.8


                                   * * * * *

                                    BY-LAWS

                                   * * * * *

                          SHOWSCAN ENTERTAINMENT INC.

                                   ARTICLE I

                                    OFFICES

                 Section 1.       The registered office shall be in the City of
Wilmington, County of New Castle, 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 Los Angeles, State of
California, at such place as may be fixed from time to time by the board of
directors, or at 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.

                 Section 2.       Annual meetings of stockholders, commencing
with the year 1986, shall be held on the 1st Tuesday in April 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 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






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plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.

                 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 10 nor more than 60 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.

                 Section 5.       Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute, may be called at
any time by the President or Secretary at the written request of a majority of
the board of directors, or by stockholders owning not less than 10% in amount
of the entire capital stock of the Corporation issued and outstanding and
entitled to vote at such meetings, but such meetings may not be called by any
other person or persons.

                 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 that 10 nor more than 60 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.       The holders of a majority of the 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




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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 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
affirmative vote of the holders of a majority of the stock having voting power
present in person or represented by proxy at such meeting shall decide any
question (other than the election of directors) brought before such meeting,
unless the question is one upon which by express provisions of the Delaware
General Corporation Law or of the certificate of incorporation require the
affirmative vote of a greater percentage or a vote by classes, in which case
such greater or class vote shall be required.  If the question brought before
such meeting involves the election of directors, then the candidates receiving
the highest number of votes, up to the number of directors to be elected, shall
be deemed elected.

                 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.
                 Section 11.      Unless otherwise provided in the certificate
of incorporation, any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.  Prompt notice of the taking
of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.





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                                   ARTICLE III

                                    DIRECTORS

                 Section 1.       The authorized number of directors shall not
be less than four nor more than nine, unless changed by amendment to these
by-laws.  The exact number of directors shall be fixed, within the limits
specified, by amendment of the next sentence duly adopted by the board.  The
exact number of directors shall be six, until changed as provided in this
Section 1.  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 created directorships, or to replace
the directors chosen by the directors then in office.

                 Section 3.       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.

                        MEETING OF THE BOARD OF DIRECTORS

                 Section 4.       The board of directors of the corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.

                 Section 5.       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,





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provided a quorum shall be present.  In the event of the 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 6.       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 7.       Special meetings of the board may be called
by the president on at least 48 hours' 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 8.       At all meetings of the board a majority of
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 board of 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 and
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 9.       Unless otherwise restricted by the
certificate of incorporation or these by-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 10.      Unless otherwise restricted 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.





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                             COMMITTEES OF DIRECTORS

                 Section 11.      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 alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.

                 In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

                 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.

                 Section 12.      Each committee shall keep regular minutes of
its meeting and report the same to the board of directors when required.





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                            COMPENSATION OF DIRECTORS

                 Section 13.      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 14.      Unless otherwise restricted by the
certificate of incorporation or by law, 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

                 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.





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                                   ARTICLE V

                                    OFFICERS

                 Section 1.       The officers of the corporation shall be
chosen by the board of directors and shall be one or more Co-Chairmen of the
board of directors, a Chief Executive Officer, a President, an Executive Vice
President, a Financial 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, a secretary
and a 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 and agents 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.

                             CHAIRMAN OF THE BOARD

                 Section 6.       The Co-Chairman of the Board shall preside at
all meetings of the stockholders, the Board of Directors, or committees of the
Board of which they are members.  They shall have the overall supervision of
the business of the corporation and shall direct the policies of the
corporation, subject to such policies and directions as may be provided by the
Board of Directors.

                                   PRESIDENT

                 Section 7.       The President shall be the Chief Executive
Officer of the corporation.  He shall have authority to designate the duties
and powers of other officers and delegate special powers and duties to
specified officers, so long as





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such designation shall not be inconsistent with the statutes, these by-laws or
action of the Board of Directors.  He shall also have power to execute, and
shall execute, deeds, mortgages, bonds, contracts or other instruments 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.  The President may sign with the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, certificates for shares
of stock of the corporation the issuance of which shall have been duly
authorized by the Board of Directors, and shall vote, or give a proxy to any
other person to vote, all shares of the stock of any other corporation standing
in the name of the corporation.  The President in general shall have all other
powers and shall perform all other duties which are incident to the chief
executive office of a corporation or as may be prescribed by the Board of
Directors from time to time.

                           VICE-CHAIRMAN OF THE BOARD

                 Section 8.       In the absence of both of the Co-Chairman of
the Board, or in the event of their inability or refusal to act, the
Vice-Chairman of the Board shall perform all duties of the Co-Chairman of the
Board and, when so acting, shall have all the powers of, and be subject to all
the restrictions upon, the Co-Chairman of the Board.  The Vice-Chairman of the
Board shall have such other powers and perform such other duties, not
inconsistent with the statutes, these by-laws, or action of the Board of
Directors, as from time to time may be prescribed for him by the Board of
Directors or the Co-Chairman of the Board.  The Vice-Chairman of the Board may
sign, with the Secretary or an Assistant Secretary, or the Treasurer or an
Assistant Treasurer, certificates for shares of stock of the corporation, the
issuance of which shall have been duly authorized by the Board of Directors.

                              THE VICE-PRESIDENTS

                 Section 9.       In the absence of the president or in the
event of his 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 when so
acting, shall have all the powers of and be subject to all the restrictions
upon the president.  The vice-presidents shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.





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                     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 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 TREASURERS

                 Section 12.  The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all 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.

                 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





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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.

                                   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 vice-president and the
treasurer or an assistant treasurer, or the secretary or an assistant secretary
of the corporation.

                 Upon the face or back of each stock certificate issued to
represent any partly paid shares, or upon the books and records of the
corporation in the case of uncertified partly paid shares, shall be set forth
the total amount of the consideration to be paid therefor and the amount paid
thereon shall be stated.

                 If the corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summaries on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware,
in lieu of the foregoing requirements, there may be set forth on the face or
back of the certificate which the corporation shall issue to represent such
class or series of stock, 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.

                 Within a reasonable time after the issuance of transfer of
uncertified stock, the corporation shall send to the registered owners thereof
a written notice





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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 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 proper transfer instructions from
the registered owner of uncertificated shares such uncertificated shares shall
be cancelled 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.





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<PAGE>   13
                               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 purposes 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 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.  Dividend 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







                                      -13-

<PAGE>   14
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.

                                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.


                                  ARTICLE VIII

                                   AMENDMENTS

                 Section 1.       These by-laws may be altered, amended or
repealed, in whole or in part, or new by-laws may be adopted by the majority
vote or written consent of the stockholders or the board of directors.





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<PAGE>   15


                                   ARTICLE IX

                                INDEMNIFICATION

                 Section 1.       Power to Indemnify in Actions, Suits or
Proceedings other Than Those by or in the Right of the Corporation.

                 Subject to Section 3 of this Article IX, the corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent 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,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction , or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

                 Section 2.       Power to Indemnify in Actions, Suits or
Proceedings by or in the Right of the Corporation.

                 Subject to Section 3 of this Article IX, the corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent 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 against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation; except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the





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<PAGE>   16
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability by in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

                 Section 3.       Authorization of Indemnification.

                 Any indemnification under this Article IX (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in Section 1 or Section 2 of this Article IX, as the case
may be.  Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders.  To the
extent, however, that a director, officer, employee or agent of the corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding described above, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith, without the
necessity of authorization in the specific case.

                 Section 4.       Good Faith Defined.

                 For the purposes of any determination under Section 3 of this
Article IX, a person shall be deemed to have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, or, with respect to any criminal action or proceeding, to have
had no reasonable cause to believe his conduct was unlawful, if his action is
based on the records or books of account of the corporation or another
enterprise, or on information supplied to him by the officers of the
corporation or another enterprise in the course of their duties, or on the
advice of legal counsel for the corporation or another enterprise or on
information or records given or reports made to the corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the corporation or another
enterprise.  The term "another enterprise" as used in this Section 4 shall mean
any other corporation or any partnership, joint venture, trust or other
enterprise of which such person is or was serving at the request of the
corporation as a director, officer, employee or agent.  The provisions of this
Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a





                                      -16-
<PAGE>   17

person may be deemed to have met the applicable standard of conduct set forth
in Sections 1 or 2 of this Article IX, as the case may be.

                 Section 5.       Indemnification by a Court.

                 Notwithstanding any contrary determination in the specific
case under Section 3 of this Article IX, and notwithstanding the absence of any
determination thereunder, any director, officer, employee or agent may apply to
any court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under Sections 1 and 2 of
this Article IX.  The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standards of conduct set forth in Sections 1 or 2 of this Article
IX, as the case may be.  Notice of any application for indemnification pursuant
to this Section 5 shall be given to the corporation promptly upon the filing of
such application.

                 Section 6.       Expenses Payable in Advance.

                 Expenses incurred in defending or investigating a threatened
or pending action, suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation as authorized in this Article IX.

                 Section 7.       Non-exclusivity of Indemnification and
Advancement of Expenses.

                 The indemnification and advancement of expenses provided by or
granted pursuant to this Article IX shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any By-Law, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction  (howsoever embodied) of
any court of competent jurisdiction or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, it being the policy of the corporation that indemnification of the
persons specified in Sections 1 and 2 of this Article IX shall be made to the
fullest extent permitted by law.  The provisions of this Article IX shall not
be deemed to preclude the indemnification of any person who is not specified in
Sections 1 or 2 of this Article IX but whom the corporation has the power or
obligation to indemnify under the provisions of the General Corporation Law of
the State of Delaware, or otherwise.





                                      -17-
<PAGE>   18

                 Section 8.       Insurance.

                 The corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent 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 against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power or the obligation to
indemnify him against such liability under the provisions of this Article IX.

                 Section 9.       Meaning of "Corporation" for Purposes of
Article IX.

                 For purposes of this Article IX, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article IX with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.

                 Section 10.      Survival of Indemnification and Advancement
of Expenses.

                 The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.





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