Exhibit 3.2  BYLAWS  OF  MOTOR TREND AUTO SHOWS INC. (A Delaware Corporation)   ARTICLE I.  
OFFICES  Section 1.    
The registered office of the Corporation in the State of Delaware shall
be in the City of Dover, County of Kent.  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. 
STOCKHOLDERS  Section 1.    
The annual meeting of the stockholders of the Corporation shall be held
annually at such place either within or without the State of Delaware as shall
be designated by the Board of Directors and stated in the notice of the
meeting.  Section 2.     The meeting shall be held on such date
and at such time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.  The business to be transacted at the meeting shall be the
election of Directors and such other business as may be properly 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 ten or more than sixty days before the date of the meeting,
except as otherwise required by law.  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 lists of 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 such 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 or a place specified in the notice of the
meeting.  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 statue or by the Certificate of Incorporation
may be called by the President or by the president or secretary at the request
in writing of a majority of the Board of Directors or at the request in writing
of stockholders owning a majority in amount of the entire capital stock of the
Corporation issued and outstanding and entitled to vote.  Such request shall state the purpose of the
meeting.  Section 6.    
Written notice of a special meeting stating the place, date and time of
the meeting and purpose or purposed for which the meeting is called, shall be
given not less than ten or more than sixty days before the date of the meeting
to each stockholder entitled to vote at such meeting, except as otherwise
required by law.  Section 7.    
Business transacted at any special meeting of stockholders shall be
limited to purposes stated in the notice.  Section 8.    
The holders of a majority of the stock issued and outstanding and
entitled to vote at a meeting, whether 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 any meeting of the
stockholders, the stockholders entitled to vote at such meeting, whether
present in person or represented by proxy, shall have the 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
or record entitled to vote at the meeting.  Section 9.    
When a quorum is present at any meeting, the vote of the holders of a
majority of the voting power of the stock present in person or represented by
proxy shall decide any question brought before such meeting, unless the
question is one upon which, by express provisions of the statues or of the
Certificate of Incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of such question.  Section 10.   
Unless otherwise provided in the Certificate of Incorporation, each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of the common stock having voting power as
held by such stockholder, but no proxy shall be effective for more than 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 for
the action so  2 
    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.   ARTICLE III.  
DIRECTORS  Section 1.    
The business and affairs of the Corporation shall be managed by or under
the direction of a Board of one or more Directors.  The stockholders at their annual meeting shall determine the
number of Directors to constitute the Board for the next year, provided that
thereafter the authorized number of Directors may be increased by the
stockholders of the Board and decreased by the stockholders.  Except as provided in Section 2 of this
Article, Directors shall be elected at the annual meeting of the stockholders
and each Director shall serve until his or her successor shall be elected and
qualify or until his or her earlier resignation or removal.  Directors need not be stockholders.  Section 2.     Vacancies and newly created Directorships
resulting for any increase in the authorized number of Directors may be filled
by a majority of the Directors then in office although less than a quorum, or
by a sole remaining Director, and the Directors so chosen shall hold office
until the successors are duly elected and shall qualify, unless sooner
displaced.  If there are no Directors in
office, than an election of Directors may be held in the manner provided by
statue.  If, at the time of filling any
vacancy or 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.    
Meetings, both regular and special, of the Board of Directors may be held
either within or without the state of Delaware.  Section 4.    
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.  Meetings of the Board of Directors  Section 5.    
Meetings of the Board of Directors shall be held at those times as are
fixed from time to time by resolution of the Board.  Special meetings may be held at any time upon call of the
Chairman of the Board, the Chief Executive Officer, the President, or a
Vice-President, or a majority of Directors, upon written or telegraphic notice
deposited in the U.S. mail or delivered to the telegraph company at least
thirty days prior to the day of the meetings. 
A meeting of the Board of Directors may be held without notice
immediately following the annual meeting of the  3 
    stockholders.  Notice need not
be given of regular meetings of the Board of Directors held at times fixed by
resolution of the Board of Directors nor need notice be given of adjourned
meetings.  Meetings may be held at any
time without notice if all the Directors are present or if, before the meeting,
those not present waive such notice in writing.  Notice of a meeting of the Board of Di­rectors need not state the
purpose of, nor the business to be transacted at, any meeting.  Section 6.    
At all meetings of the Board, a majority of the Directors shall
constitute a quorum for the transaction of business and the act of the majority
of the Directors shall 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 Certificate of Incorporation.  If a quorum shall not be present at any
meeting of the Board of Directors, the Directors present may adjourn the
meeting form time to time, without notice other than announcement at the
meeting, until a quorum shall be present.  Section 7.    
Any action required or permitted to be taken at any meeting of the Board
of Directors, may participate in a meeting of the Board of Directors, or any
Committee thereof may be taken without a meeting, if all member of the Board or
Committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with minutes of proceedings of the Board or Committee.  Section 8.    
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 in which all persons participating in the meeting can hear each
other, and such participation in a meeting shall constitute present in person
at the meeting.  Removal of Directors  Section 9.     At any meeting of the stockholders, any
Director or the entire Board of Directors may be removed from office, without
assignment of any reason, by the holders of a majority vote of stock issues and
outstanding and entitled to vote at an election of Directors.  Section 10.     When any Director or Directors are
removed, new Directors may be elected at the same meeting of the stockholders
for the unexpired term of the Director or Directors removed.  If the stockholders fail to elect persons to
fill the unexpired term or terms of the Director or Directors removed, these
unexpired terms shall be considered vacancies on the Board to be filled by the
remaining Directors.  Compensation of Directors  Section 11.     Directors, and members of any Committee of the Board of
Directors, shall be entitled to any reasonable compensation for their services
as Directors and members of any Committee as shall be fixed from time to time
by resolution of the Board of Directors, and shall also be entitled to reimbursement
for any reasonable ex­pense incurred in attending those meetings.  The compensation of Directors may be on any
basis as determined in the resolution of the Board of  4 
   Directors.  Any Director receiv­ing
compensation under these provisions shall not be barred from serving the
Corpora­tion in any other capacity and receiving reasonable compensation for
such other services.  Committees of Directors  Section 12.     The Board of Directors, by a resolution
or resolutions passed by a majority of the members of the whole Board, may one
or more committees, as it may deem appropriate.  Each committee shall consist of at least one Director of the
Corporation.  The Board may designate
one or more Directors as alternate member of any committee, who may replace any
absent or disqualified member at any meeting of the committee.  In the absence of
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, 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. A majority of each committee
may determine its action and may fix the time and place of its meetings, unless
provided otherwise by the Board of Directors. 
The Board of Directors shall have the power at any time to fill
vacancies in, to change the size of membership of, and to dis­charge any
committee.  Each committee
shall have and may exercise any and all powers as are conferred or authorized
by the resolution appointing it in the management of the business and affairs
of the Corporation, but no such committee shall have the power or authority to
amend the Certificate of Incorporation, adopt an agreement of merger or
consolidation, recommend to stockholders the sale, lease or exchange of all or
substantially all of the Corporations property and assets, recommend to the
stockholders a dissolution of the Corporation or a revocation of a
dissolutions, or amend the bylaws of the Corporation, and no such committee
shall have the power or authority to declare a dividend, to authorize the
issuance of stock or to adopt a certificate of ownership and merger pursuant to
the Delaware General Corporation Law. 
Such a 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 13.     Each committee shall keep regular minutes
of its meetings and report to the same Board of Directors when required.   ARTICLE IV. 
OFFICERS  Section 1.    
The officers of the Corporation shall be chosen by the Board of
Directors include a president, a secretary and a treasurer.  The Board of Directors may also choose a
chairman of the Board, one or more vice presidents and one or more assistant
secretaries and assistant treasurers. 
The same person may hold any number of offices, unless the Certificate
of Incorporation of these bylaws provide otherwise.  5 
   Section 2.    
The Board of Directors at its first meeting after each annual meeting of
stockholders shall choose a president, a secretary and treasurer and such other
officers, as it deems necessary or appropriate.  Section 3.    
The Board of Directors may appoint such other officers and agents as it
shall deem necessary or appropriate, and such officers 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.    
Each officer shall serve until his or her successor is elected and
qualified, or until his or her resignation, or removal.  Anyofficer
may be removed from office with or without cause, at any time by the
affirmative vote of a majority of the Board of Directors then in office.  The Board of Directors may fill any vacancy
occurring in any office of the Corporation from any cause for the unexpired
portion of the term.  The President  Section 5.     The President shall preside at all meetings
of the stockholders and the Board of Directors (unless a Chairman of the Board
is currently holding office, in which event the chairman of the Board shall
preside at such meetings).    She or he
shall have general supervision of the affairs of the Corporation, shall sign or
countersign all certificates, con­tracts, or other instruments of the
Corporation as authorized by the Board of Directors, shall make reports to the
Board of Directors and stockholders, and shall perform any and all other duties
as are incident to her or his office or are properly required of him or her by
the Board of Directors.  Section 6.    
The President shall execute all certificates, contracts, and other
instruments of the Corporation which may be autho­rized by the Board of
Directors except where signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation or except as otherwise permitted.  Section 7.    
The Vice-President, in the order designated by the Board of Directors,
shall exer­cise the functions of the President during the absence or disability
of the President.  The Vice-President
shall have any other duties as are assigned from time to time by the Board of
Directors.  The
Secretary and Assistant Secretary  Section 8.    
The Secretary shall perform those duties as are incident to the office,
or are properly required of them by the Board of Directors, or are assigned to
them by the Articles of Incorporation or these Bylaws.  The Assistant Secretary, shall, in the
absence of the Secretary, perform the duties and exercise the powers of the
Secretary, and shall perform any other duties as may be assigned by the Board
of Directors.  6 
    The Treasurer and Assistant Treasurer  Section 9.     The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursement in books belong to the Corporation and shall deposit
all money and other valuable effects in the name and to the credit of the
Corporation in such deposits as may be designated by the Board of Directors.  Section 10.   
The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors taking proper vouchers for such
disbursements, and shall render to the president and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his or her transactions as treasurer and of the financial condition of the
Corporation.  Section 11.   
The Assistant Treasurer, shall, in the absence of the Secretary, perform
the duties and exercise the powers of the Secretary, and shall perform any
other duties as may be assigned by the Board of Directors.  ARTICLE V. CERTIFICATES OF STOCK  Section 1.    
The interest of each stockholder of the Corporation shall be evidenced
by certificates for shares of stock, certifying the number of shares
represented thereby and in such form consis­tent with the Articles of
Incorporation as the Board of Directors may from time to time prescribe.  The certificates
of stock shall be signed by the President or a Vice-President and by the
Secretary or an Assistant Secretary or the Treasurer of the Corporation,
certifying the number of shares owned by such person in the Corporation.  Section 2.    
Any or all of the signatures on the 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 such person were such officer, transfer agent or registrar at
the date of issue.  Transfer of Stock  Section 3.    
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.  7 
    Lost Certificates  Section 4.    
The Board of Directors may direct a new certificate or certificates 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, 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 such owners legal representative, to give the Corporation on
account of the alleged loss, theft or destruction of any such certificate or
certificates or the issuance of such new certificate or certificates.  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,
to express consent to corporate action in writing without a meeting, to receive
payment of any dividend or other distribution or allotment of any rights, or to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall be not more than sixty or less than ten
days before the date of such meeting, or more than sixty days prior to any
other action.  A determination of
stockholders of record entitled to notice of or to vote at the 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 law.  ARTICLE VI. 
INDEMNIFICATION  To
the fullest extent permitted by the Delaware General Corporation Law, the
Corporation shall indemnify any current or former Director or officer of the
Corporation and may, at the discretion of the Board of Directors, indemnify any
current or former employee or agent of the Corporation against all expenses,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened, pending or completed action,
suit or proceeding brought by or in the right of the Corporation or otherwise,
to which he was or is a party  8 
   by reason of his current or former position with the Corporation or by
reason of the fact that he or she is or was serving, at the request of the
Corporation, as a Director, officer, partner, trustee, employee or agent of
another Corporation, partnership, joint venture, trust or other enterprise.  ARTICLE VII.  GENERAL PROVISIONS  Dividends  Section 1.    
Subject always to the provisions of law and the Articles of
Incorporation, the Board of Directors shall have full power to determine
whether any, and, if so, what part, of the funds legally available for the
payment of dividends shall be declared in dividends and paid to the
stockholders of the Corporation.  The
Board of Di­rectors may fix a sum which may be set aside or reserved over and
above the paid-in capital of the Corporation for working capital or as a
reserve for any proper purpose, and from time to time may increase, diminish,
and vary this fund in the Boards absolute judgment and discretion.  Checks  Section
2.     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
3.     The fiscal year of the
Corporation shall be fixed by resolution of the Board of Directors.  ARTICLE VIII. 
CORPORATE SEAL  The Corporation shall have no seal.  ARTICLE IX. 
AMENDMENT OF BYLAWS  These
bylaws may be altered, amended or repealed or new bylaws may be adopted by the
stockholders or the Board of Directors.  9