Exhibit 3.2










                           SECOND AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                   LEXENT INC.

                                   ----------


                       Incorporated under the Laws of the

                                State of Delaware

                                   ----------





                           As Amended August 14, 2000
                         As Authorized February 17, 2000

<PAGE>


                                TABLE OF CONTENTS


                                                                            PAGE
                                                                            ----
ARTICLE I         Offices                                                      1

ARTICLE II        Meetings of Stockholders                                     1

  Section  1      Place of Meetings                                            1
  Section  2      Annual Meeting                                               1
  Section  3      Special Meetings                                             2
  Section  4      Notice of Meetings                                           2
  Section  5      List of Stockholders                                         2
  Section  6      Quorum                                                       3
  Section  7      Voting                                                       3
  Section  8      Proxies                                                      3

ARTICLE III       Board of Directors                                           4

  Section  1      Powers                                                       4
  Section  2      Election                                                     4
  Section  3      Number                                                       4
  Section  4      Term                                                         4
  Section  5      Notification of Nominations                                  4
  Section  6      Quorum and Manner of Acting                                  5
  Section  7      Organization Meeting                                         5
  Section  8      Regular Meetings                                             5
  Section  9      Special Meetings; Notice                                     5
  Section  10     Removal of Directors                                         6
  Section  11     Resignations                                                 6
  Section  12     Vacancies                                                    6
  Section  13     Compensation of Directors                                    6
  Section  14     Action Without a Meeting                                     7
  Section  15     Telephonic Participation in Meetings                         7
  Section  16     Committees                                                   7

ARTICLE IV        Officers                                                     7

  Section  1      Principal Officers                                           7
  Section  2      Election and Term of Office                                  7
  Section  3      Other Officers                                               7
  Section  4      Removal                                                      8
  Section  5      Resignations                                                 8
  Section  6      Vacancies                                                    8
  Section  7      Chairman of the Board                                        8
  Section  8      Vice Chairman of the Board                                   8

                                    Page 44
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  Section  9      President                                                    8
  Section 10      Vice President                                               8
  Section 11      Treasurer                                                    8
  Section 12      Secretary                                                    9
  Section 13      Salaries                                                     9

ARTICLE V         Indemnification                                              9

  Section  1      Right of Indemnification                                     9
  Section  2      Expenses                                                     9
  Section  3      Agreements                                                   9
  Section  4      Other Rights of Indemnification                             10
  Section  5      Indemnification of Employees and Agents                     10
  Section  6      Insurance                                                   10

ARTICLE VI        Shares and Their Transfer                                   10

  Section  1      Certificate for Stock                                       10
  Section  2      Stock Certificate Signature                                 10
  Section  3      Stock Ledger                                                10
  Section  4      Cancellation                                                10
  Section  5      Registrations of Transfers of Stock                         11
  Section  6      Regulations                                                 11
  Section  7      Lost, Stolen, Destroyed or Mutilated Certificates           11
  Section  8      Record Dates                                                11

ARTICLE VII       Miscellaneous Provisions                                    12

  Section  1      Corporate Seal                                              12
  Section  2      Voting of Stocks Owned by the Corporation                   12
  Section  3      Dividends                                                   12

ARTICLE VIII      Amendments                                                  12

                                    Page 45
<PAGE>


                           SECOND AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                                   LEXENT INC.

                            (a Delaware corporation)

                                   ----------

                                    ARTICLE I

                                     OFFICES

         The registered office of the Corporation in the State of Delaware shall
be located in the City of Wilmington,  County of New Castle. The Corporation may
establish  or  discontinue,  from time to time,  such  other  offices  within or
without  the State of  Delaware  as may be deemed  proper for the conduct of the
Corporation's business.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. PLACE OF  MEETINGS.  All meetings of  stockholders  shall be
held at such place or places,  within or without the State of  Delaware,  as may
from time to time be fixed by the Board of  Directors,  or as shall be specified
in the respective notices, or waivers of notice, thereof.

         SECTION 2. ANNUAL MEETING.  (a) The annual meeting of stockholders  for
the election of Directors and the transaction of other business shall be held on
such date and at such place as may be designated  by the Board of Directors.  At
each  annual  meeting the  stockholders  entitled to vote shall elect a Board of
Directors  and may transact  such other  proper  business as may come before the
meeting.

         (b) To be properly  brought before an annual meeting,  business must be
(i) specified in the notice of the meeting (or any supplement  thereto) given by
or at the  direction of the  Chairman of the meeting or the Board of  Directors,
(ii) otherwise properly brought before the meeting by or at the direction of the
Chairman of the meeting or the Board of  Directors or (iii)  otherwise  properly
brought before the meeting by a stockholder. For business to be properly brought
before an annual  meeting  by a  stockholder,  the  stockholder  must have given
written notice  thereof,  either by personal  delivery or by United States mail,
postage prepaid, to the Secretary of the Corporation,  not more than 120 days or
less  than  90 days  in  advance  of the  anniversary  date  of the  immediately
preceding annual meeting.  Any such notice shall set forth as to each matter the
stockholder  proposes to bring before the annual meeting (i) a brief description
of the  business  desired to be brought  before the  meeting and the reasons for
conducting  such  business at the meeting,  and in the event that such  business
includes a proposal to amend either the Certificate of  Incorporation or By-laws
of the Corporation,  the language of the proposed

                                    Page 46
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amendment; (ii) the name and address of the stockholder proposing such business;
(iii) a  representation  that the  stockholder is a holder of record of stock of
the Corporation entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to propose such business;  (iv) any material interest
of the  stockholder  in such  business;  and (v) if the  stockholder  intends to
solicit proxies in support of such stockholder's  proposal,  a representation to
that effect. No business shall be conducted at an annual meeting of stockholders
except in accordance with this Section 2(b), and the Chairman of the meeting may
refuse to permit any  business to be brought  before an annual  meeting  without
compliance with the foregoing  procedures or if the stockholder solicits proxies
in support of such  stockholder's  proposal without such stockholder having made
the representation required by clause (v) of the preceding sentence.

         SECTION 3.  SPECIAL  MEETINGS.  Except as  otherwise  required  by law,
special  meetings of the  stockholders for any purpose or purposes may be called
only by the Chairman of the Board,  the  President,  or a majority of the entire
Board of  Directors.  Only such  business as is  specified  in the notice of any
special meeting of the stockholders shall come before such meeting.

         SECTION 4. NOTICE OF MEETINGS.  Whenever  stockholders  are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting,  and, in the
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called.  Unless  otherwise  provided by law,  the written  notice of any meeting
shall be given not less than ten nor more than sixty days before the date of the
meeting to each  stockholder  of record  entitled  to vote at such  meeting.  If
mailed,  such notice  shall be deemed to be given when  deposited  in the United
States mail, postage prepaid,  directed to the stockholder at such stockholder's
address as it appears on the  records of the  Corporation.  Notice  shall not be
required to be given to any  stockholder who shall waive such notice in writing,
whether  prior to or after such  meeting,  or who shall  attend such  meeting in
person  or by  proxy  unless  such  attendance  is for the  express  purpose  of
objecting, at the beginning of such meeting, to the transactions of any business
because the meeting is not lawfully called or convened.

         SECTION 5. LIST OF STOCKHOLDERS.  It shall be the duty of the Secretary
or other  officer of the  Corporation  who shall have charge of the stock ledger
(or a  transfer  agent or similar  entity  appointed  to  perform  such duty) to
prepare and make, 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 his name. 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 be kept and produced at the time
and place of the  meeting  during  the whole  time  thereof  and  subject to the
inspection  of any  stockholder  who may be present.  The  original or duplicate
ledger  shall be the only  evidence as to who are the  stockholders  entitled to
examine  such  list or the books of the  Corporation  or to vote in person or by
proxy at such meeting.

         SECTION 6. QUORUM. At each meeting of the stockholders,  the holders of
record of a  majority  of the issued and  outstanding  stock of the  Corporation
entitled  to vote  at  such

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meeting,  present  in person  or by proxy,  shall  constitute  a quorum  for the
transaction of business, except where otherwise provided by law, the Certificate
of  Incorporation  or these  By-laws.  In the  absence of a quorum,  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 a  quorum  shall  be
constituted.

         SECTION 7. VOTING.  Every stockholder of record who is entitled to vote
shall at every  meeting of the  stockholders  be  entitled  to one vote for each
share of stock held by him on the record date; EXCEPT,  HOWEVER,  that shares of
its own stock  belonging  to the  Corporation  or to another  corporation,  if a
majority of the shares  entitled to vote in the  election of  directors  of such
other corporation is held by the Corporation,  shall neither be entitled to vote
nor counted for quorum  purposes.  Nothing in this Section shall be construed as
limiting  the right of the  Corporation  to vote its own  stock  held by it in a
fiduciary capacity. At all meetings of the stockholders, a quorum being present,
all matters shall be decided by majority vote of the shares of stock entitled to
vote held by  stockholders  present in person or by proxy,  except as  otherwise
required  by law or the  Certificate  of  Incorporation.  Unless  demanded  by a
stockholder of the  Corporation  present in person or by proxy at any meeting of
the  stockholders and entitled to vote thereat or so directed by the chairman of
the meeting or required by law, the vote thereat on any question  need not be by
written ballot. On a vote by written ballot,  each ballot shall be signed by the
stockholder  voting,  or in his name by his proxy,  if there be such proxy,  and
shall  state the number of shares  voted by him and the number of votes to which
each share is entitled.

         SECTION 8. PROXIES.  Each stockholder  entitled to vote at a meeting of
stockholders  or to express  consent to  corporate  action in writing  without a
meeting may authorize another person or persons to act for him by proxy. A proxy
acting for any  stockholder  shall be duly appointed by an instrument in writing
subscribed by such stockholder.  No proxy shall be valid after the expiration of
three years from the date thereof unless the proxy provides for a longer period.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         SECTION 1. POWERS. The business and affairs of the Corporation shall be
managed under the direction of the Board of Directors.

         SECTION 2.  ELECTION.  Except as otherwise  provided by law,  Directors
shall be elected at the annual meeting of stockholders. Acceptance of the office
of  Director  may be  expressed  orally or in  writing,  and  attendance  at the
organization meeting shall constitute such acceptance.

         SECTION 3.  NUMBER.  The number of  Directors  shall be such  number as
shall be  determined  from time to time by the Board of Directors  but initially
shall be eight.

         SECTION 4. TERM. The Directors shall be classified with respect to time
for which they shall  severally hold office by dividing them into three classes,
each  consisting of one-third,  or as equal in number as possible,  of the whole
number of the Board of  Directors,  and all  Directors  shall hold office  until
their successors are chosen and qualified, or until their earlier

                                    Page 48
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death,  resignation,  or removal.  At the first meeting held for election of the
Board of Directors  following adoption of these By-laws,  Directors of the first
class ("Class I Directors")  shall be elected for a term of one-year;  Directors
of the second  class  ("Class  II  Directors")  shall be  elected  for a term of
two-years; Directors of the third class ("Class III Directors") shall be elected
for a term of three years; and at each annual election thereafter, successors to
the class of  Directors  whose terms shall  expire that year shall be elected to
hold office for a term of three  years,  so that the term of office of one class
of Directors  shall expire in each year.  Any Director may resign by  delivering
his written  resignation to the  Corporation  at its principal  office or to the
President or Secretary,  except that no Director shall resign by delivering such
resignation to himself.  Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.

         SECTION 5. NOTIFICATION OF NOMINATIONS. Nominations for the election of
directors may be made by the Board of Directors or by any  stockholder  entitled
to vote for the election of directors.  Any stockholder entitled to vote for the
election  of  directors  at a meeting  may  nominate  persons  for  election  as
directors  only if  written  notice  of such  stockholder's  intent to make such
nomination  is given,  either by  personal  delivery or by United  States  mail,
postage  prepaid,  to the  Secretary of the  Corporation  (i) with respect to an
election to be held at an annual meeting of stockholders, not more than 120 days
or less  than 90 days in  advance  of the  anniversary  date of the  immediately
preceding  annual meeting,  and (ii) with respect to an election to be held at a
special  meeting of stockholders  for the election of directors,  not later than
the close of business on the seventh day  following  the date on which notice of
such  meeting is first given to  stockholders.  Each such notice shall set forth
(a) the name and address of the  stockholder  who intends to make the nomination
and of the person or  persons to be  nominated;  (b) a  representation  that the
stockholder is a holder of record of stock of the  Corporation  entitled to vote
at such  meeting  and  intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings  between the stockholder and each nominee and any
other person or persons  (naming  such person or persons)  pursuant to which the
nomination  or  nominations  are to be made by the  stockholder;  (d) such other
information  regarding each nominee  proposed by such  stockholder as would have
been required to be included in a proxy  statement  filed  pursuant to the proxy
rules of the Securities and Exchange Commission had each nominee been nominated,
or intended to be nominated, by the Board of Directors;  (e) the consent of each
nominee to serve as a director of the corporation if so elected;  and (f) if the
stockholder  intends  to  solicit  proxies  in  support  of  such  stockholder's
nominee(s),  a  representation  to that effect.  The Chairman of the meeting may
refuse  to  acknowledge  the  nomination  of any  person  which  was not made in
accordance with the foregoing  procedure or if the  stockholder  nominating such
person(s) solicits proxies in support of such  stockholder's  nominee(s) without
such stockholder  having made the  representation  required by clause (f) of the
preceding sentence.

         SECTION 6. QUORUM AND MANNER OF ACTING.  Unless  otherwise  provided by
law,  the  presence of 50% of the whole  Board of  Directors  (or any  committee
thereof)  shall be  necessary  to  constitute  a quorum for the  transaction  of
business.  In the absence of a quorum,  a majority of the Directors  present may
adjourn the meeting from time to time until a quorum shall be present. Notice of
any adjourned meeting need not be given. At all meetings of Directors,  a quorum
being  present,  all  matters  shall be  decided  by the  affirmative  vote of a
majority of the  Directors  present,  except as  otherwise  required by law. The
Board of  Directors  (or any  committee  thereof)  may hold its meetings at such
place or  places  within  or  without  the  State of

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Delaware as the Board of Directors  may from time to time  determine or as shall
be specified in the respective notices, or waivers of notice, thereof.

         SECTION 7. ORGANIZATION MEETING.  Immediately after each annual meeting
of stockholders  for the election of Directors the Board of Directors shall meet
at  the  place  of the  annual  meeting  of  stockholders  for  the  purpose  of
organization,  the election of officers and the  transaction of other  business.
Notice of such meeting  need not be given.  If such meeting is held at any other
time or place, notice thereof must be given as hereinafter  provided for special
meetings of the Board of Directors,  subject to the execution of a waiver of the
notice  thereof  signed by, or the  attendance at such meeting of, all Directors
who may not have received such notice.

         SECTION 8. REGULAR MEETINGS. Regular meetings of the Board of Directors
will be held quarterly,  as regularly scheduled,  and may be held at such place,
within  or  without  the  State  of  Delaware,  as  shall  from  time to time be
determined by the Board of Directors.  After there has been such  determination,
and notice  thereof has been once given to each member of the Board of Directors
as  hereinafter  provided  for special  meetings,  regular  meetings may be held
without further notice being given.

         SECTION 9. SPECIAL MEETINGS;  NOTICE.  Special meetings of the Board of
Directors  (or any  committee  thereof)  shall be held  whenever  called  by the
Chairman of the Board,  if any, the President or by a majority 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 five days before the date
on which the  meeting  is to be held,  or shall be sent to him at such  place by
telegraph, cable, radio or wireless, or be delivered personally or by telephone,
not later  than the day  before  the day on which  such  meeting  is to be held;
PROVIDED,  HOWEVER, that any such notice relating to a meeting of a committee of
the  Board of  Directors  need  only be sent to each  Director  serving  on such
committee.  Each such notice  shall state the time and place of the meeting and,
as may be required, the purposes thereof.  Notice of any meeting of the Board of
Directors  (or any  committee  thereof)  need not be given to any Director if he
shall  sign a written  waiver  thereof  either  before or after the time  stated
therein  for such  meeting,  or if he shall be  present at the  meeting.  Unless
limited by law, the Company's Certificate of Incorporation, these By-laws or the
terms of the notice  thereof,  any and all  business  may be  transacted  at any
meeting without the notice thereof having specifically identified the matters to
be acted upon.

         SECTION 10.  REMOVAL OF  DIRECTORS.  Any Director or  Directors  may be
removed,  with or without cause, at any time, by action of the holders of record
of the  majority  of the issued and  outstanding  stock of the  Corporation  (a)
present in person or by proxy at a meeting of holders of such stock and entitled
to vote  thereon or (b) by a consent in  writing in the manner  contemplated  in
Section 9 of Article II, and the vacancy or  vacancies in the Board of Directors
caused by any such  removal  may be filled by action of such a majority  at such
meeting or at any subsequent meeting or by consent.

         SECTION 11. RESIGNATIONS. Any Director of the Corporation may resign at
any time by giving  written  notice to the  Chairman of the Board,  if any,  the
President,  the  Vice  President  or  the  Secretary  of  the  Corporation.  The
resignation  of any Director shall take effect upon receipt of notice thereof or
at such later time as shall be specified in such notice;  and,

                                    Page 50
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unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

         SECTION  12.  VACANCIES.  Any  vacancies  on  the  Board  of  Directors
resulting from death,  resignation,  removal or other cause shall only be filled
by the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors, or by a sole remaining
director,  and newly created  directorships  resulting  from any increase in the
number of  directors  shall be filled  by the Board of  Directors,  or if not so
filled,  by the  stockholders at the next annual meeting thereof or at a special
meeting  called for that purpose in  accordance  with  Article II,  Section 3 of
these By-laws.  Any director  elected in accordance with the preceding  sentence
shall hold office for the  remainder of the full term of such director and until
such director's successor shall have been elected and qualified.

         SECTION 13. COMPENSATION OF DIRECTORS.  Directors, as such, may receive
a stated  salary for their  services as declared by  resolution  of the Board of
Directors. In addition,  Directors may receive a specific sum fixed by the Board
of Directors plus expenses for attendance at each regular or special  meeting of
the Board or any committee  thereof;  PROVIDED,  that nothing  herein  contained
shall be construed to preclude any Director from serving the  Corporation or any
parent or  subsidiary  corporation  thereof in any other  capacity and receiving
compensation in such capacity.

         SECTION 14. ACTION WITHOUT A MEETING.  Any action required or permitted
to be taken at any meeting of the Board of Directors (or any committee  thereof)
may be taken  without a meeting  if a written  consent  thereto is signed by all
members of the Board (or such committee), and such written consent is filed with
the minutes or proceedings of the Board.

         SECTION 15. TELEPHONIC PARTICIPATION IN MEETINGS.  Members of the Board
of Directors  (or any  committee  thereof) may  participate  in a meeting of the
Board  (or  such  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 shall constitute presence in
person at such meeting.

         SECTION  16.  COMMITTEES.  The  Board of  Directors  may  appoint  such
committees  of the  Board  of  Directors  as it may deem  appropriate,  and such
committees shall exercise the authority delegated to them. The membership of any
such  committee  shall  consist of such  Directors as the Board of Directors may
deem  advisable  from time to time to serve.  The Board of Directors may fill in
any vacancies on any committee as they occur. Each committee shall meet as often
as its business may require.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 1.  PRINCIPAL  OFFICERS.  The Board of Directors  shall elect a
President, a Secretary and a Treasurer,  and may in addition elect a Chairman of
the Board, Vice Chairman,  one or more Executive Vice Presidents,  a Senior Vice
President  and  General  Counsel and such other  officers  as it deems fit;  the
President,  the Secretary, the Treasurer, the Chairman of the Board, if any, the
Vice Chairman,  if any, the Executive Vice  Presidents,  if any, the Senior Vice

                                    Page 51
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President and General Counsel,  and Senior Vice President,  Human Resources,  if
any, being the principal  officers of the Corporation.  One person may hold, and
perform the duties of, any two or more of said offices.

         SECTION 2. ELECTION AND TERM OF OFFICE.  The principal  officers of the
Corporation  shall  be  elected  annually  by  the  Board  of  Directors  at the
organization  meeting  thereof.  Each such  officer  shall hold office until his
successor shall have been elected and shall qualify, or until his earlier death,
resignation or removal.

         SECTION 3. OTHER  OFFICERS.  In addition,  the Board may elect,  or the
Chairman of the Board, if any, or the President may appoint, such other officers
as they deem fit. Any such other officers chosen by the Board of Directors shall
be  subordinate  officers  and shall  hold  office  for such  period,  have such
authority and perform such duties as the Board of Directors, the Chairman of the
Board, if any, or the President may from time to time determine.

         SECTION 4. REMOVAL. Any officer may be removed,  either with or without
cause,  at any time,  by  resolution  adopted by the Board of  Directors  at any
regular  meeting of the Board, or at any special meeting of the Board called for
that purpose, at which a quorum is present.

         SECTION 5.  RESIGNATIONS.  Any officer may resign at any time by giving
written  notice  to the  Chairman  of the  Board,  if any,  the  President,  the
Secretary or the Board of Directors. Any such resignation shall take effect upon
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  6.  VACANCIES.  A vacancy  in any office may be filled for the
unexpired  portion of the term in the manner  prescribed  in these  By-laws  for
election or appointment to such office for such term.

         SECTION  7.  CHAIRMAN  OF THE  BOARD.  The  Chairman  of the  Board  of
Directors if one be elected,  shall preside,  if present, at all meetings of the
Board of Directors  and he shall have and perform such other duties as from time
to time may be assigned to him by the Board of Directors.

         SECTION 8. VICE  CHAIRMAN OF THE BOARD.  The Vice Chairman of the Board
of Directors if one be elected, shall, in the absence of the Chairman,  preside,
if  present,  at all  meetings of the Board of  Directors  and he shall have and
perform  such other  duties as from time to time may be  assigned  to him by the
Board of Directors.

         SECTION  9.  PRESIDENT.  The  President  shall be the  chief  executive
officer  of the  Corporation  (unless  such an  officer  shall  be  specifically
appointed  by the Board of  Directors)  and shall  have the  general  powers and
duties of supervision  and management  usually vested in the office of president
of a  corporation.  He shall  preside at all  meetings  of the  stockholders  if
present  thereat,  and in the  absence or  non-election  of a  Chairman  or Vice
Chairman of the Board of  Directors,  at all meetings of the Board of Directors,
and shall have general supervision, direction and control of the business of the
Corporation.  Except as the Board of Directors  shall  authorize  the  execution
thereof in some other  manner,  he shall  execute  bonds,  mortgages,  and other
contracts on behalf of the  Corporation,  and shall cause the seal to be affixed
to any

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instrument  requiring  it and when so affixed  the seal shall be attested by the
signature of the Secretary or the Treasurer.

         SECTION 10. VICE PRESIDENTS. The Executive Vice Presidents, if any, the
Senior Vice  President and General  Counsel,  and Senior Vice  President,  Human
Resources, if any, being the Vice Presidents of the Corporation, shall have such
powers and shall  perform  such duties as shall be assigned to such  officers by
the President

         SECTION 11. TREASURER.  The Treasurer shall have charge and custody of,
and be responsible  for, all funds and securities of the  Corporation.  He shall
exhibit at all  reasonable  times his books of account and records to any of the
Directors of the  Corporation  upon  application  during  business  hours at the
office of the  Corporation  where such  books and  records  shall be kept;  when
requested  by the  Board of  Directors,  he  shall  render  a  statement  of the
condition of the finances of the  Corporation  at any meeting of the Board or at
the annual  meeting of  stockholders;  he shall  receive,  and give receipt for,
moneys  due and  payable  to the  Corporation  from any  source  whatsoever;  in
general, he shall perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Chairman of
the Board of Directors,  the President or the Board of Directors.  The Treasurer
shall give such bond,  if any, for the  faithful  discharge of his duties as the
Board of Directors may require.

         SECTION  12.  SECRETARY.  The  Secretary,  if  present,  shall  act  as
secretary at all meetings of the Board of Directors and of the  stockholders and
keep the minutes thereof in a book or books to be provided for that purpose;  he
shall see that all  notices  required  to be given by the  Corporation  are duly
given and served;  he shall have charge of the stock records of the Corporation;
he shall see that all reports,  statements and other  documents  required by law
are  properly  kept and filed;  and in general he shall  perform  all the duties
incident to the office of  Secretary  and such other duties as from time to time
may be assigned to him by the President or the Board of Directors.

         SECTION 13. SALARIES.  The salaries of the principal  officers shall be
fixed from time to time by the Board of Directors, and the salaries of any other
officers may be fixed by the President.

                                    ARTICLE V

                                 INDEMNIFICATION

         SECTION  1. RIGHT OF  INDEMNIFICATION.  Every  person now or  hereafter
serving as a director or officer of the  Corporation  and every such director or
officer  serving  at the  request of the  Corporation  as a  director,  officer,
employee  or  agent  of  another   corporation,   limited   liability   company,
partnership,  joint venture, trust or other enterprise,  shall be indemnified by
the  Corporation in accordance  with and to the fullest extent  permitted by law
for the defense of, or in connection with, any threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative.

         SECTION 2. EXPENSES. Expenses incurred in defending a civil or criminal
action,  suit or  proceeding  may be paid by the  Corporation  in advance of the
final disposition of such

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action,  suit or  proceeding  as  authorized  by the Board of  Directors  in the
specific case upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation as authorized in this Article V.

         SECTION  3.  AGREEMENTS.  The  Company  is  authorized  to  enter  into
indemnification  agreements with any of its directors or officers subject to the
provisions of this Article V.

         SECTION   4.   OTHER   RIGHTS   OF   INDEMNIFICATION.   The   right  of
indemnification  herein  provided  shall  not be deemed  exclusive  of any other
rights to which any such  director or officer may now or  hereafter  be entitled
under any by-law,  agreement, vote of stockholders or disinterested directors or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of the
heirs, executors and administrators of such person.

         SECTION 5.  INDEMNIFICATION  OF  EMPLOYEES  AND  AGENTS.  The rights of
indemnification  provided to  directors  and  officers in this  Article V may be
applicable, at the discretion of the Company, to its employees and agents.

         SECTION 6. INSURANCE.  The Company is authorized to purchase  insurance
on behalf of any person whom it is required or permitted to indemnify  according
to this Article V.

                                   ARTICLE VI

                            SHARES AND THEIR TRANSFER

         SECTION 1. CERTIFICATE FOR STOCK.  Every stockholder of the Corporation
shall be entitled to a certificate  or  certificates,  to be in such form as the
Board of  Directors  shall  prescribe,  certifying  the  number of shares of the
capital stock of the  Corporation  owned by him. No certificate  shall be issued
for partly paid shares.

         SECTION 2. STOCK CERTIFICATE SIGNATURE. The certificates for such stock
shall be numbered in the order in which they shall be issued and shall be signed
by the  President or any Vice  President  and the  Secretary or Treasurer of the
Corporation  and its seal  shall be  affixed  thereto.  If such  certificate  is
countersigned  (1)  by a  transfer  agent  other  than  the  Corporation  or its
employee, or, (2) by a registrar other than the Corporation or its employee, the
signatures of such officers of the  Corporation  may be facsimiles.  In case any
officer of the Corporation who has signed, or whose facsimile signature has been
placed upon,  any such  certificate  shall have ceased to be such officer before
such  certificate is issued,  it may be issued by the Corporation  with the same
effect as if he were such officer at the date of issue.

         SECTION 3. STOCK LEDGER.  A record shall be kept by the Secretary or by
any other officer, employee or agent designated by the Board of Directors of the
name  of  each  person,  firm  or  corporation  holding  capital  stock  of  the
Corporation,  the number of shares  represented by, and the respective dates of,
each certificate for such capital stock, and in case of cancellation of any such
certificate, the respective dates of cancellation.

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         SECTION  4.   CANCELLATION.   Every  certificate   surrendered  to  the
Corporation for exchange or  registration of transfer shall be canceled,  and no
new  certificate  or  certificates  shall be issued in exchange for any existing
certificate until such existing certificate shall have been so canceled, except,
subject to Section 7 of this  Article VI, in cases  provided  for by  applicable
law.

         SECTION  5.  REGISTRATIONS  OF  TRANSFERS  OF STOCK.  Registrations  of
transfers of shares of the capital stock of the Corporation shall be made on the
books of the Corporation by the registered  holder  thereof,  or by his attorney
thereunto  authorized  by power of  attorney  duly  executed  and filed with the
Secretary  of the  Corporation  or with a  transfer  clerk or a  transfer  agent
appointed as in Section 6 of this  Article VI provided,  and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes  thereon.  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;  PROVIDED,  HOWEVER, that whenever any transfer of shares shall
be made for collateral security, and not absolutely, it shall be so expressed in
the  entry of the  transfer  if,  when the  certificates  are  presented  to the
Corporation  for transfer,  both the transferor  and the transferee  request the
Corporation to do so.

         SECTION 6. REGULATIONS.  The Board of Directors may make such rules and
regulations as it may deem expedient,  not inconsistent  with the Certificate of
Incorporation or these By- laws, concerning the issue, transfer and registration
of certificates for shares of the stock of the Corporation.  It may appoint,  or
authorize  any  principal  officer or officers to appoint,  one or more transfer
clerks  or one or more  transfer  agents  and one or  more  registrars,  and may
require all  certificates of stock to bear the signature or signatures of any of
them.

         SECTION 7. LOST, STOLEN,  DESTROYED OR MUTILATED  CERTIFICATES.  Before
any  certificates  for stock of the Corporation  shall be issued in exchange for
certificates which shall become mutilated or shall be lost, stolen or destroyed,
proper evidence of such loss, theft, mutilation or destruction shall be procured
for the Board of Directors, if it so requires.

         SECTION  8.  RECORD  DATES.   For  the  purpose  of   determining   the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful  action,  the Board of Directors  may fix, in advance,  a date as a
record date for any such  determination of stockholders.  Such record date shall
not be more than sixty or less than ten days before the date of such meeting, or
more than sixty days prior to any other action. If a record date is not fixed by
the  Board  of  Directors  as  aforesaid,  (i) the  date  for  determination  of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be the close of business on the day next  preceding  the day on which  notice is
given,  or if no notice is given,  the day next  preceding  the day on which the
meeting is held, and (ii) the record date for determining  stockholders  for any
purpose  other than that  specified in clause (i) shall be the close of business
on the day on which the resolution of the Board of Directors relating thereto is
adopted.

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                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

         SECTION 1.  CORPORATE  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 words and figures showing that it was incorporated in the
State of Delaware in the year 1998. The Secretary  shall be the custodian of the
seal.  The Board of Directors may authorize a duplicate seal to be kept and used
by any other officer.

         SECTION  2.  VOTING OF STOCKS  OWNED BY THE  CORPORATION.  The Board of
Directors may authorize any person on behalf of the Corporation to attend,  vote
and grant proxies to be used at any meeting of  stockholders  of any corporation
(except the Corporation) in which the Corporation may hold stock.

         SECTION 3.  DIVIDENDS.  Subject to the provisions of the Certificate of
Incorporation,  the  Board of  Directors  may,  out of funds  legally  available
therefor,  at any regular or special meeting declare  dividends upon the capital
stock of the Corporation as and when they deem expedient.  Before  declaring any
dividend  there may be set apart out of any funds of the  Corporation  available
for  dividends  such  sum or sums as the  Directors  from  time to time in their
discretion  deem  proper  for  working  capital  or as a  reserve  fund  to meet
contingencies  or for  equalizing  dividends  or for such other  purposes as the
Board of Directors shall deem conducive to the interests of the Corporation.

                                  ARTICLE VIII

                                   AMENDMENTS

         These By-laws of the Corporation may be altered, amended or repealed by
the Board of  Directors  at (a) any  regular or special  meeting of the Board of
Directors,  PROVIDED,  HOWEVER,  that the Board of Directors may alter, amend or
repeal the provisions of these By-laws  relating to the number of Directors only
if all the members of the Board of Directors consent thereto in writing,  or (b)
by the affirmative vote of the holders of record of a majority of the issued and
outstanding  stock of the  Corporation  (i)  present  in person or by proxy at a
meeting  of  holders of such  stock and  entitled  to vote  thereon or (ii) by a
consent  in  writing in the  manner  contemplated  in  Section 9 of Article  II,
PROVIDED,  HOWEVER, that notice of the proposed alteration,  amendment or repeal
is contained in the notice of such meeting.  By-laws, whether made or altered by
the stockholders or by the Board of Directors, shall be subject to alteration or
repeal by the stockholders as in this Article VIII above provided.

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