EXHIBIT 3.2
                                                             -----------


                                                            Adopted March 1992
                                                            as Amended Through
                                                               March 24, 1999


                       SYNAPTIC PHARMACEUTICAL CORPORATION
                               (the "Corporation")

                          Amended and Restated By-laws

                                    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 New York,  State of New York, 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  1987,  shall  be held  on the  first  Thursday  of May if not a legal
holiday,  and if a legal  holiday,  then on the next secular day  following,  at
11:00 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 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 ten nor more than sixty days  before the
date of the meeting.

                  Section 4. The officer  who has charge of the stock  ledger of
the  Corporation  shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the


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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  or  by  the
certificate of incorporation,  may be called by the chairman of the board or the
president  and shall be called by the chairman of the board or the  president or
secretary at the request in writing of a majority of the members of the board of
directors.  Such  request  shall state the  purpose or purposes of the  proposed
meeting.

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

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

                  Section 8. 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 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 vote
of the holders of a majority of the shares of capital  stock having voting power
present in person or  represented  by proxy shall  decide any  question  brought
before such meeting, unless the question is one upon which, by express provision
of law 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


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for  each  share  of  the  capital  stock  having  voting  power  held  by  such
stockholder,  but no proxy shall be voted on or after three years from its date,
unless the proxy provides for a longer period.

                  Section 11. Written notice of the intent by any stockholder to
make a  nomination  of any person  for  election  as a director  at a meeting of
stockholders must be received by the secretary of the Corporation not later than
(i) with respect to an election to be held at an annual meeting of stockholders,
ninety  days in  advance  of the  annual  meeting  and (ii) with  respect  to an
election to be held at a special  meeting of  stockholders  for the  election of
directors,  the close of business on the seventh day  following the day on which
notice of such meeting is first given to stockholders. The notice shall contain:
(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 shares of stock having power to vote at the
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) the citizenship
of each nominee  proposed by such  stockholder;  (E) the information  that 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  of the
Corporation;  and (F) the written consent of each nominee to serve as a director
of the Corporation if so elected.

                                   ARTICLE III
                                    DIRECTORS

                                     GENERAL

                  Section  1. The  number of  directors  constituting  the whole
board shall be eight.  The directors  shall be elected at the annual  meeting of
the  stockholders,  except  as  provided  in  Section  2 of this  Article  or as
otherwise provided in the Corporation's  certificate of incorporation,  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 law.

                  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
--------
*  This Section was amended by the Board of Directors on March 24, 1999, to read
   as set forth herein.


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such  lawful  acts  and  things  as are  not by  law  or by the  certificate  of
incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

                       MEETINGS 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  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 of directors.

                  Section 7. Special  meetings of the board may be called by the
president on twenty-four hours' notice to each director,  either personally,  by
mail,  by telegram or by  telecopier.  Special  meetings  shall be called by the
president or secretary in like manner and on like notice on the written  request
of two directors.

                  Section  8.  At all  meetings  of the  board  of  directors  a
majority of the  directors  shall  constitute  a quorum for the  transaction  of
business  and the act of a majority of the  directors  present at any meeting at
which there is a quorum  shall be the act of the board of  directors,  except as
may  be  otherwise  specifically  provided  by  law  or by  the  certificate  of
incorporation.  If a quorum  shall not be present at any meeting of the board of
directors  the  directors  present  thereat may adjourn the meeting from time to
time,  without  notice other than  announcement  at the meeting,  until a quorum
shall be present.

                  Section 9. Unless  otherwise  restricted by the certificate of
incorporation  or these Bylaws,  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, be 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 of directors 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,  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.  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.

                            COMPENSATION OF DIRECTORS

                  Section 12. 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 13. Unless otherwise  restricted by the certificate of
incorporation  or By-laws,  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 law or of the
certificate of incorporation or of these By-laws, notice is required to be given
to any director or stockholder, it

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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
hand, by telegram or by telecopy.

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

                                    ARTICLE V
                                    OFFICERS

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

                  Section 2. The board of directors at its first  meeting  after
each  annual  meeting of  stockholders  shall  choose a  president,  one or more
vice-presidents, a secretary and a 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  principal  officers  of the
Corporation shall be fixed by the board of directors.

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

                                  THE PRESIDENT

                  Section 6. The president shall be the chief executive  officer
of the Corporation,  shall have general and active management of the business of
the  Corporation  and shall see that all orders and  resolutions of the board of
directors are carried into effect.  The president  shall preside at the meetings
of the stockholders and the board of directors.  He shall have such other powers
and perform such other duties as are provided in these  By-laws and, in addition
thereto, as the board of directors may from time to time determine.


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

                               THE VICE-PRESIDENTS

                  Section 8. 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.

                      THE SECRETARY AND ASSISTANT SECRETARY

                  Section 9. 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 10. 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  11.  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 moneys 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  12. 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


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requires, an account of all his  transactions  as treasurer and of the financial
condition of the Corporation.

                  Section  13.  If  required  by the  board  of  directors,  the
treasurer  shall give the  Corporation  a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be  satisfactory to
the board of directors for the faithful  performance of the duties of his office
and for the restoration to the Corporation,  in case of his death,  resignation,
retirement or removal from office,  of all books,  papers,  vouchers,  money and
other property of whatever kind in his possession or under his control belonging
to the Corporation.

                  Section 14. 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
                              CERTIFICATE OF STOCK

                  Section 1. Every holder of shares of stock of the  Corporation
shall  be  entitled  to have a  certificate,  signed  by,  or in the name of the
Corporation  by, the chairman of the board of  directors,  or the president or a
vice-president and the treasurer or an assistant treasurer,  or the secretary or
an assistant secretary of the Corporation, certifying the number of shares owned
by him in the Corporation.

                  Section 2. Any of or all 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 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  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 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.



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                               TRANSFERS 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.

                               FIXING RECORD DATE

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

                                   ARTICLE VII
                               GENERAL PROVISIONS
                                    DIVIDENDS

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

                  Section 2. Before  payment of any  dividend,  there may be set
aside out of any funds of the  Corporation  available for dividends  such sum or
sums as the directors  from time to time,  in their  absolute  discretion,  deem
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining any property of the Corporation,  or
for such other purpose as the directors shall deem conducive to the interests of
the Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

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                                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. Except as otherwise  provided in the certificate of
incorporation,  these  Bylaws,  or  any of  them,  may be  altered,  amended  or
repealed,  or new By-laws may be made, at any annual or special meeting,  by the
stockholders  having at least 67% of the total voting power of the  Corporation,
or at any  regular or special  meeting of the Board of  Directors,  by vote of a
majority of the whole Board. By-laws made, altered or amended by the Board shall
be subject to  alteration,  amendment  or repeal by the  stockholders  having at
least 67% of the total voting power of the Corporation.

                                   ARTICLE IX
                                 INDEMNIFICATION

                  Section 1. 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 or has  agreed  to  become  a  director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  or has
agreed  to serve at the  request  of the  Corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  or by reason of any  action  alleged  to have been  taken or
omitted

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<PAGE>


in such capacity,  against costs, charges, expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or on his behalf in connection  with such action,  suit or proceeding and
any appeal  therefrom,  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. 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 or has  agreed to
become a director,  officer, employee or agent of the Corporation,  or is or was
serving or has agreed to serve at the request of the  Corporation as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise, or by reason of any action alleged to have been taken
or committed in such capacity,  against costs,  charges and expenses  (including
attorney's  fees)  actually and  reasonably  incurred by him or on his behalf in
connection  with the defense or settlement of such action or suit and any appeal
therefrom,  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 Court of  Chancery  of  Delaware  or the
court in which such action or suit was brought shall determine upon  application
that,  despite  the  adjudication  of  such  liability  but in  view  of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity  for such costs,  charges and expenses  which the Court of Chancery or
such other court shall deem proper.

                  Section  3.  Expenses  incurred  in  connection  with a civil,
criminal,  administrative or investigative action, suit or proceeding, or threat
thereof,  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.

                  Section 4. 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,  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,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors, and administrators of such a person.




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