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                                                                     EXHIBIT 3.2


                                    BYLAWS OF

                               ZALE DELAWARE, INC.

                            (A DELAWARE CORPORATION)


                                    ARTICLE I

                                  STOCKHOLDERS


         SECTION 1. Annual Meetings. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year at such date and time,
within or without the State of Delaware, as the Board of Directors shall
determine; provided, however, that the first annual meeting of the stockholders
of the Corporation after the Effective Time shall be held as soon as practicable
after the filing with the Securities and Exchange Commission of the Annual
Report on Form 10-K of the Corporation for the fiscal year ended March 31, 1994
but in no event later than July 31, 1994 or such earlier date as may be required
under applicable law and the rules of any securities exchange on which the
capital stock of the Corporation may be listed.

         SECTION 2. Special Meetings. Special meetings of stockholders for the
transaction of such business as may properly come before the meeting may be
called by order of a majority of Board of Directors, by the Chairman of the
Board of Directors or by the President or Secretary upon the written request of
stockholders holding together at least 25% of all the outstanding shares of the
Common Stock of the Corporation entitled to vote at the meeting, and shall be
held at such date and time, within or without the State of Delaware, as may be
specified by such order. Whenever the place of such a meeting is not so
specified, the meeting shall be held at the principal executive office of the
Corporation.

         SECTION 3. Notice of Meetings. Written notice of all meetings of the
stockholders, stating the place, date and hour of the meeting and the place
within the city or other municipality or community at which the list of
stockholders may be examined, shall be mailed or delivered to each stockholder
not less than 10 nor more than 60 days prior to the meeting. Notice of any
special meeting shall state in general terms the purpose or purposes for which
the meeting is to be held.

         SECTION 4. Stockholder Lists. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least 10 days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of


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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,
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.

         The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.

         SECTION 5. Quorum. Except as otherwise provided by law or the
Certificate of Incorporation, a quorum for the transaction of business at any
meeting of stockholders shall consist of the holders of record of a majority of
the issued and outstanding shares of the capital stock of the Corporation
entitled to vote at the meeting, present in person or by proxy. At all meetings
of the stockholders at which a quorum is present, all matters, except as
otherwise provided by law or the Certificate of Incorporation, shall be decided
by the vote of the holders of a majority of the shares entitled to vote thereat
present in person or by proxy. If there be no such quorum, the holders of a
majority of such shares so present or represented may adjourn the meeting from
time to time, without further notice, until a quorum shall have been obtained.
When a quorum is once present it is not broken by the subsequent withdrawal of
any stockholder.

         SECTION 6. Organization. Meetings of stockholders shall be presided
over by the Chairman, if any, or if none or in the Chairman's absence the
Vice-Chairman, if any, or if none or in the Vice-Chairman's absence the
President, if any, or if none or in the President's absence a Vice-President,
or, if none of the foregoing is present, by a chairman to be chosen by the
stockholders entitled to vote who are present in person or by proxy at the
meeting. The Secretary of the Corporation, or in the Secretary's absence an
Assistant Secretary, shall act as secretary of every meeting, but if neither the
Secretary nor an Assistant Secretary is present, the presiding officer of the
meeting shall appoint any person present to act as secretary of the meeting.

         SECTION 7. Voting; Proxies; Required Vote.

         (a) At each meeting of stockholders, every stockholder shall be
entitled to vote in person or by proxy appointed by instrument in writing,
subscribed by such stockholder or by such stockholder's duly authorized
attorney-in-fact (but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period), and, unless
the Certificate of Incorporation provides otherwise, shall have one vote for
each share of stock entitled to vote registered in the name of such stockholder
on the books of the Corporation on the applicable record date fixed by the Board
of Directors pursuant to Article VIII. At all elections of directors the voting
may but need not be by ballot and a plurality of the votes cast there shall
elect. Except as otherwise required by


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law or the Certificate of Incorporation, any other action shall be authorized by
a majority of the votes cast.

         (b) Where a separate vote by a class or classes is required, a majority
of the outstanding shares of such class or classes, present in person or
represented by proxy, shall constitute a quorum entitled to take action with
respect to that vote on that matter and the affirmative vote of the majority of
shares of such class or classes present in person or represented by proxy at the
meeting shall be the act of such class, unless otherwise provided in the
Corporation's Certificate of Incorporation.

         (c) Stockholders may participate in a meeting of stockholders only in
person or by proxy voted or acted upon by an individual attending in person.
Participation by conference telephone or similar communications equipment in a
meeting of stockholders shall not constitute presence in person at the meeting.

         SECTION 8. Inspectors. The Board of Directors, in advance of any
meeting, may, but need not, appoint one or more inspectors of election to act at
the meeting or any adjournment thereof. If an inspector or inspectors are not so
appointed, the person presiding at the meeting may, but need not, appoint one or
more inspectors. In case any person who may be appointed as an inspector fails
to appear or act, the vacancy may be filled by appointment made by the directors
in advance of the meeting or at the meeting by the person presiding thereat.
Each inspector, if any, before entering upon the discharge of his or her duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors, if any, shall determine the number of shares of stock
outstanding and the voting power of each, the shares of stock represented at the
meeting, the existence of a quorum, and the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question or matter determined by such
inspector or inspectors and execute a certificate of any fact found by such
inspector or inspectors.

         SECTION 9. Notice of Stockholder Business. At an annual or special
meeting of the stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before an
annual or special meeting business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors or (c) otherwise properly brought before the
meeting by a stockholder. For business to be properly brought before an annual
or special meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the


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Corporation, not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of the annual or special meeting was mailed or such public disclosure was
made or, in the case of an annual meeting, if earlier than such 10th day, the
60th day before the first anniversary of the later of (i) the next preceding
annual meeting or (ii) the Effective Date (as defined in the Plan). A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual or special meeting (a) a brief
description of the business desired to be brought before the annual or special
meeting and the reasons for conducting such business at the annual or special
meeting, (b) the name and address, as they appear on the Corporation's books, of
the stockholder proposing such business, (c) the class and number of shares of
the Corporation which are beneficially owned by the stockholder and (d) any
material interest of the stockholder in such business. Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at any annual or
special meeting except in accordance with the procedures set forth in this
Section 9. The Chairman of the annual or special meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting and in accordance with the provisions of this Section
9, and if he should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be transacted.

         SECTION 10. Notice of Stockholder Nominees. Only persons who are
nominated in accordance with the procedures set forth in this Section 10 shall
be eligible for election as directors. Nominations of persons for election to
the Board of Directors of the Corporation may be made at a meeting of
stockholders by or at the direction of the Board of Directors or by any
stockholder of the Corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this Section
10. Such nominations, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made or, in the
case of an annual meeting, if earlier than such 10th day, the 60th day before
the first anniversary of the later of (i) the last annual meeting or (ii) the
Effective Date (as defined in the Plan). Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of the Corporation which are
beneficially


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owned by such person and (iv) any other information relating to such person that
is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including without
limitation such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on the
Corporation's books, of such stockholder and (ii) the class and number of shares
of the Corporation which are owned of record by such stockholder. At the request
of the Board of Directors any person nominated by the Board of Directors for
election as a director shall furnish to the Secretary of the Corporation that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the procedures
set forth in this Section 10. The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the Bylaws, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.

         SECTION 11. Adjournment. When a meeting is for any reason adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, any business may be transacted which might have
been transacted at the original meeting. If the adjournment is for more than 30
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.


                                   ARTICLE II

                               BOARD OF DIRECTORS

         SECTION 1. General Powers. Subject to paragraph (b) of Article SIXTH of
the Certificate of Incorporation, the business, property and affairs of the
Corporation shall be managed by, or under the direction of, the Board of
Directors.

         SECTION 2. Qualification; Number; Term; Remuneration. [amended
10/30/96]

         (a) Each director shall be at least 18 years of age. A director need
not be a stockholder, a citizen of the United States, or a resident of the State
of Delaware. The specific number of directors constituting the entire Board of
Directors shall be as authorized from time to time exclusively by the
affirmative vote of a majority of the entire Board of Directors. One of the
directors shall be selected by the Board of Directors to be its Chairman. The
use of the phrase "entire Board" or "whole Board" herein refers to the total
number of directors which the Corporation would have if there were no vacancies.


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         (b) Directors who are elected at an annual meeting of stockholders, and
directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of stockholders
and until their successors are elected and qualified or until their earlier
resignation or removal.

         (c) Directors shall be paid their reasonable and necessary expenses, if
any, of attendance at each meeting of the Board of Directors or any committee
thereof and, as shall be authorized by the Board of Directors, may be paid a
fixed sum for attendance at each meeting of the Board of Directors or any
Committee thereof and a stated fee as director. No such payment shall preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.

         SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by
law, a majority of the entire Board shall constitute a quorum. A majority of the
directors present, whether or not a quorum is present, may adjourn a meeting
from time to time to another time and place without notice. The vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

         SECTION 4. Places of Meetings. Meetings of the Board of Directors may
be held at any place within or without the State of Delaware, as may from time
to time be fixed by resolution of the Board of Directors, or as may be specified
in the notice of meeting.

         SECTION 5. Annual Meeting. Following the annual meeting of
stockholders, the newly elected Board of Directors shall meet for the purpose of
the election of officers and the transaction of such other business as may
properly come before the meeting. Such meeting may be held without notice
immediately after the annual meeting of stockholders at the same place at which
such stockholders' meeting is held.

         SECTION 6. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as the Board of Directors shall from time
to time by resolution determine. Notice need not be given of regular meetings of
the Board of Directors held at times and places fixed by resolution of the Board
of Directors.

         SECTION 7. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board or President or by a
majority of the directors then in office.

         SECTION 8. Notice of Meetings. Subject to Article XIV, notice of the
place, date and time and the purpose or purposes of each special meeting of the
Board of Directors shall be given to each director by mailing, delivering by
facsimile transmission or telephoning the same or by delivering the same
personally, in each case at least five days before the special meeting.


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         SECTION 9. Organization. At all meetings of the Board of Directors, the
Chairman, if any, or if none or in the Chairman's absence or inability to act,
the Vice-Chairman, if any, or in the Vice-Chairman's absence or inability to
act, the President, if he or she is a member of the Board of Directors, or in
the President's absence or inability to act, any Vice-President who is a member
of the Board of Directors, or in such Vice-President's absence or inability to
act, a chairman chosen by the directors, shall preside. The Secretary of the
Corporation shall act as secretary at all meetings of the Board of Directors
when present, and, in the Secretary's absence, the presiding officer may appoint
any person to act as secretary.

         SECTION 10. Resignation. Any director may resign at any time upon
written notice to the Corporation and such resignation shall take effect upon
receipt thereof by the President or Secretary, unless otherwise specified in the
resignation. Any or all of the directors may be removed, with or without cause,
at a special meeting of the stockholders, by the holders of a majority of the
shares of stock outstanding and entitled to vote for the election of directors.

         SECTION 11. Vacancies. Unless otherwise provided in these Bylaws,
vacancies on the Board of Directors, whether caused by resignation, death,
disqualification, removal, an increase in the authorized number of directors or
otherwise, may be filled by the affirmative vote of a majority of the remaining
directors, although less than a quorum, or by a sole remaining director, or at a
special meeting of the stockholders, by the holders of shares entitled to vote
for the election of directors.

         SECTION 12. Action by Written Consent. Any action required or permitted
to be taken at any meeting of the Board of Directors may be taken without a
meeting if all the directors consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors.

         SECTION 13. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his or her dissent is entered in the minutes of the meeting or unless such
director files his or her written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof or delivers such
dissent to the Secretary of the Corporation in person, by mail or by telecopy
immediately after the adjournment of the meeting or within a reasonable time
after receipt of the minutes of such meeting at which the action was taken. Such
right to dissent shall not apply to a director who voted in favor of such
action.


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         SECTION 14. Meetings by Telephone. [amended 8/3/93] Members of the
Board, or any Committee of the Directors, may at any time, participate in a
meeting of the Board or Committee by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other at the same time. Such participation shall constitute presence
in person at the meeting.


                                   ARTICLE III

                                 AUDIT COMMITTEE

         SECTION 1. Designation. The Board of Directors shall by a resolution
adopted by a majority of the entire Board designate an Audit Committee of not
less than two directors who are not employees of the Corporation or any
Subsidiary thereof. Members of the Audit Committee may be members of other
committees of the Board of Directors. The members of the Audit Committee shall
elect a Chairman by the affirmative vote of a majority of such members.

         SECTION 2. Powers. The power and authority of the Audit Committee
shall, to the extent permitted by law, be to (i) initiate or review the results
of an audit or investigation, at any time, into the business affairs of the
Corporation and its Subsidiaries; (ii) review the Corporation's annual and
quarterly reports; (iii) conduct pre-audit and post-audit reviews with the
Corporation's management, financial employees and independent auditors; and (iv)
exercise such other powers and authority as shall from time to time be assigned
thereto by resolution of the Board of Directors.

         Management of the Corporation shall inform the Audit Committee
regularly with respect to the business and financial condition of the
Corporation and its Subsidiaries, and shall notify the Audit Committee promptly
of (i) any proposed material change in accounting or financial reporting
practices; (ii) any proposed change of independent auditors; and (iii) such
other matters as may from time to time be designated by the Board of Directors.

         In connection with the performance of its duties, the Audit Committee
shall have unrestricted access to and assistance from the officers, employees
and independent auditors of the Corporation, and shall be furnished with such
resources and support from the Corporation as the Audit Committee shall deem
necessary. The Audit Committee shall have standing authority to employ, at the
expense of the Corporation, such experts and professionals as the Audit
Committee shall deem appropriate from time to time.


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         SECTION 3. Reports. The Audit Committee shall report to the Board of
Directors when and as required by the Board of Directors and when and as deemed
appropriate by the Audit Committee, but in any event, not less frequently than
quarterly.

                                [amended 11/5/99]

         SECTION 4. Meetings. Regular meetings of the Audit Committee shall be
held not less frequently than semi-annually. Special meetings of the Audit
Committee may be called by or at the request of the Chairman of the Audit
Committee or a majority of the members of the Audit Committee or the Board of
Directors upon five Business Days' notice to the members (unless each member
waives such notice before or after the meeting).

         Subject to Article XIV, a notice of the place, date and time and the
purpose or purposes of such meeting of the Audit Committee shall be given by the
Chairman of the Audit Committee and shall be given to each member by mailing,
delivering by facsimile transmission, telephoning the same or by delivering the
same personally, in each case at least five days before the meeting.

         The Audit Committee may hold its meetings at the principal office of
the Corporation or at any other place upon which a majority of the committee may
at any time agree.


                                   ARTICLE IV

                             COMPENSATION COMMITTEE

         SECTION 1. Designation. The Board of Directors shall by a resolution
adopted by a majority of the entire Board designate a Compensation Committee of
not less than two directors who are not employees of the Corporation or any
Subsidiary thereof. Members of the Compensation Committee may be members of
other committees of the Board of Directors. The members of the Compensation
Committee shall elect a Chairman by the affirmative vote of a majority of such
members.

         SECTION 2. Powers. The power and authority of the Compensation
Committee shall, to the extent permitted by law, be to (v) administer the
Corporation's stock option plan and such other incentive compensation plans for
which the Compensation Committee shall from time to time be designated as the
administrator pursuant to resolution of the Board of Directors; (vi) subject to
final decision by the entire Board of Directors, review proposed compensation of
the Chief Executive Officer and, if and to the extent required by the rules and
regulations promulgated under the Securities Exchange Act of 1934, other
executive officers of the Corporation and its Subsidiaries; (vii) subject to
final decision by the entire Board of Directors, consider senior management
succession and related matters; (viii) prepare and disseminate an annual written
Compensation Committee Report


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for presentation to the Board; and (ix) exercise such other powers and authority
as shall from time to time be assigned thereto by resolution of the Board of
Directors.

         The Compensation Committee Report shall set forth such information as
may be necessary to comply with the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder and such other information
as the committee determines.

         In connection with the performance of its duties, the Compensation
Committee shall have unrestricted access to and assistance from the officers,
employees and independent auditors of the Corporation, and shall be furnished
with such resources and support from the Corporation as the Compensation
Committee shall deem necessary or advisable. The Compensation Committee shall
have standing authority to employ, at the expense of the Corporation, such
experts and professionals as the Compensation Committee shall deem appropriate
from time to time.

         SECTION 3. Reports. The Compensation Committee shall report to the
Board of Directors when and as required by the Board of Directors and when and
as deemed appropriate by the Compensation Committee, but in any event, not less
frequently than semi-annually.

         SECTION 4. Meetings. Regular meetings of the Compensation Committee
shall be held not less frequently than semi-annually. Special meetings of the
Compensation Committee may be called by or at the request of the Chairman
thereof or a majority of the members thereof or the Board of Directors, upon
five Business Days' notice to the members (unless each member waives such notice
before or after the meeting).

         Subject to Article XIV, a notice of the place, date and time and the
purpose or purposes of such meeting of the Compensation Committee shall be given
by the Chairman of the Compensation Committee and shall be given to each member
by mailing, delivering by facsimile transmission, telephoning the same or by
delivering the same personally, in each case at least five days before the
meeting.

         The Compensation Committee may hold its meetings at the principal
office of the Corporation, or at any other place upon which a majority of the
Compensation Committee may at any time agree.


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                                    ARTICLE V

                               EXECUTIVE COMMITTEE

         SECTION 1. Designation. The Board of Directors may by a resolution
adopted by a majority of the entire Board designate an Executive Committee of
one or more directors. Members of the Executive Committee may be members of
other committees of the Board of Directors. If the Executive Committee has more
than one member, the members of the Executive Committee shall elect a Chairman
by the affirmative vote of a majority of such members.

         SECTION 2. Powers. The power and authority of the Executive Committee
shall, to the extent permitted by law, be to (i) authorize the execution and
delivery in the name of the Corporation of any power of attorney, consignment or
purchase agreement, lease, construction or other contract, loan agreement, bond
or other obligation or instrument, which power of attorney, agreement, lease,
contract, bond, obligation or instrument (each, an "instrument") is entered into
in the ordinary course of business and involves the payment, under such
instrument and under any related instrument entered into by any Material
Subsidiary similarly authorized, by the Corporation and such Material Subsidiary
of an aggregate consideration of less than $2,500,000; (ii) authorize the
opening of bank accounts; (iii) appoint or remove financial or other entities or
persons as agents of the Corporation; (iv) authorize the filing of reports with
governmental agencies; (v) appoint or remove officers of the Corporation other
than the Chairman, the Vice-Chairman, if any, the President and Chief Executive
Officer; and (vi) authorize such other transactions in the ordinary course of
business of the Corporation so long as any such transaction or series of
substantially related transactions involves the payment by the Corporation of an
aggregate consideration of less than $2,500,000.

         SECTION 3. Reports. The Executive Committee shall report to the Board
of Directors when and as required by the Board of Directors and when and as
deemed appropriate by the Executive Committee, but in any event, not less
frequently than by the next succeeding meeting of the entire Board of Directors.

         SECTION 4. Meetings. If the Executive Committee has more than one
member, special meetings of the Executive Committee may be called by or at the
request of the Chairman of the Executive Committee or a majority of the members
of the Executive Committee or the Board of Directors upon 24 hours' notice to
members (unless each member waives such notice before or after the meeting).

         If the Executive Committee has more than one member, subject to Article
XIV, a notice of the place, date and time and the purpose or purposes of such
meeting of the Executive Committee shall be given by the Chairman of the
Executive Committee and shall be given to each member by mailing, delivering by
facsimile transmission, telephoning the


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same or by delivering the same personally, in each case at least 24 hours before
the meeting.

         The Executive Committee may hold its meetings at the principal office
of the Corporation or at any other place upon which a majority of the committee
may at any time agree.

                                   ARTICLE VI

                              COMMITTEES GENERALLY

         SECTION 1. Appointment. The Board of Directors by a resolution adopted
by a majority of the entire Board may from time to time appoint one or more
committees, in addition to the Audit Committee, the Compensation Committee and
the Executive Committee, for any purpose or purposes, to the extent lawful,
which shall have such powers as shall be determined and specified by the Board
of Directors in the resolution of designation.

         SECTION 2. Procedures, Quorum and Manner of Acting. Each committee
shall fix its own rules of procedure, and, except as otherwise provided in
Articles III, IV and V, shall meet where and as provided by such rules or by
resolution of the Board of Directors. Except as otherwise provided by law, the
presence of a majority of the then appointed members of a committee shall
constitute a quorum for the transaction of business by that committee, and in
every case where a quorum is present the affirmative vote of a majority of the
members of the committee present shall be the act of the committee. Each member
of a committee shall have one vote on all matters that come before the
committee. Each committee shall keep minutes of its proceedings, and actions
taken by a committee shall be reported to the Board of Directors.

         SECTION 3. Action by Written Consent. Any action required or permitted
to be taken at any meeting of any committee of the Board of Directors may be
taken without a meeting if all the members of the committee consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the committee.

         SECTION 4. Term; Termination. In the event any person shall cease to be
a director of the Corporation, such person shall simultaneously therewith cease
to be a member of any committee designated by the Board of Directors.

         Any member of any committee may be removed at any time, with or without
cause, by a resolution of a majority of the entire Board.

         Any vacancy in any committee occurring for any reason whatsoever may be
filled in accordance with a resolution of a majority of the entire Board.


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                                   ARTICLE VII

                     [amended 3/14/94, 2/21/96 and 11/5/99]

                                    OFFICERS

         SECTION 1. Election and Qualifications. The Board of Directors shall
elect the officers of the Corporation, which shall include a Chairman of the
Board, a Vice-Chairman of the Board, if any, a Chief Executive Officer, a Chief
Operating Officer, a President and a Secretary, and may include, by election or
appointment, one or more Executive Vice Presidents, Senior Vice-Presidents, a
Controller and a Treasurer and such Vice Presidents, Assistant Secretaries,
Assistant Treasurers and other officers as the Board may from time to time deem
proper. Each officer shall have such powers and duties as may be prescribed by
these Bylaws and as may be assigned consistent with the Bylaws by the Board of
Directors, the Chairman of the Board of Directors, the Chief Executive Officer
or the President. Any two or more offices may be held by the same person except
the Chairman of the Board, the Chief Executive Officer and the President may not
also be the Secretary.

         SECTION 2. Term of Office and Remuneration. The term of office of all
officers shall be one year and until their respective successors have been
elected and qualified, but any officer may be removed from office, either with
or without cause, at any time by the Board of Directors. Any vacancy in any
office arising from any cause may be filled for the unexpired portion of the
term by the Board of Directors. Subject to Article IV, the remuneration of all
officers of the Corporation may be fixed by the Board of Directors or in such
manner as the Board of Directors shall provide.

         SECTION 3. Resignation; Removal. Any officer may resign at any time
upon written notice to the Corporation and such resignation shall take effect
upon receipt thereof by the Chairman of the Board, the President or the
Secretary, unless otherwise specified in the resignation. Any officer shall be
subject to removal, with or without cause, at any time by vote of a majority of
the entire Board.

                         [Sections 4-9 amended 11/5/99]
                              [new Sections 10-13]

         SECTION 4. Chairman of the Board. The Chairman of the Board shall have
such duties as customarily pertain to that office and shall also be a Director,
presiding at all meetings of the Board of Directors, and otherwise shall have
such powers and perform such other duties as from time to time may be assigned
by, and shall be subject to the direction of, the Board of Directors.


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<PAGE>   14


         SECTION 5. Chief Executive Officer. The Chief Executive Officer of the
Corporation shall have such duties as customarily pertain to that office,
including overall management and supervision of the properties, business and
affairs of the Corporation. The Chief Executive Officer shall otherwise have
such powers and perform such duties as from time to time may be assigned by, and
shall be subject to the direction of, the Board of Directors.

         SECTION 6. President. The President shall have such duties as
customarily pertain to that office, including such duties as are assigned by the
Chairman of the Board of Directors, the Board of Directors, or the Chief
Executive Officer.

         SECTION 7. Chief Operating Officer. The Chief Operating Officer shall
have such duties as customarily pertain to that office, including such duties as
may be assigned by the Chairman of the Board of Directors, the Board of
Directors, or the Chief Executive Officer.

         SECTION 8. Executive Vice Presidents. Executive Vice Presidents, if
any, may execute and deliver in the name of the Corporation contracts and other
obligations and instruments pertaining to the regular course of the duties of
said office, and shall have such other authority as from time to time may be
assigned by the Chairman of the Board of Directors, the Chief Executive Officer,
or the President.

         SECTION 9. Senior Vice Presidents. Senior Vice Presidents, if any, may
execute and deliver in the name of the Corporation contracts and other
obligations and instruments pertaining to the regular course of duties of said
office, and shall have such other authority as from time to time may be assigned
by the Chairman of the Board of Directors, the Chief Executive Officer, or the
President.

         SECTION 10. Treasurer and Controller. The Treasurer shall in general
have all duties incident to the position of Treasurer and such other duties as
may be assigned by the Chairman of the Board of Directors, the Chief Executive
Officer or the President.

The Controller shall in general have all duties incident to the position of
Controller and such other duties as may be assigned by the Chairman of the Board
of Directors, the Chief Executive Officer or the President.

Subject to the provisions of Article III hereof, the Controller and the
Treasurer shall prescribe and maintain the methods and systems of accounting to
be followed, keep complete books and records of accounts, prepare and file all
local, state and federal tax returns, prescribe and maintain an adequate system
of internal audit and prepare and furnish to the Board of Directors, the
Chairman of the Board of Directors, the Chief Executive Officer, the President
and the Audit Committee, a statement of accounts showing the financial position
of the Corporation and results of its operations.


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<PAGE>   15


         SECTION 11. Vice Presidents. Vice Presidents, if any, shall in general
have duties as may be assigned by the Chairman of the Board of Directors, the
Chief Executive Officer or the President.

         SECTION 12. Secretary. The Secretary shall in general have all the
duties incident to the office of Secretary and such other duties as may be
assigned by the Board of Directors, the Chairman of the Board of Directors, the
Chief Executive Officer or the President.

         SECTION 13. Assistant Officers. Assistant Officers, if any, shall have
such powers and duties as the Board of Directors, the Chairman of the Board of
Directors, the Chief Executive Officer or the President shall from time to time
prescribe.


                                  ARTICLE VIII

                                BOOKS AND RECORDS

         SECTION 1. Location. The books and records of the Corporation may be
kept at such place or places within or outside the State of Delaware as the
Board of Directors or the respective officers in charge thereof may from time to
time determine. The record books containing the names and addresses of all
stockholders, the number and class of shares of stock held by each and the dates
when they respectively became the owners of record thereof shall be kept by the
Secretary as prescribed in the Bylaws and by such officer or agent as shall be
designated by the Board of Directors.

         SECTION 2. Addresses of Stockholders. Notices of meetings and all other
corporate notices may be delivered personally or mailed to each stockholder at
the stockholder's address as it appears on the records of the Corporation.

         SECTION 3. Fixing Date for Determination of Stockholders of Record.

         (a) 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, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors and which record date shall not be more
than 60 nor less than 10 days before the date of such meeting. If no record date
is fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held. 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.


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<PAGE>   16


         (b) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders 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 a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted and which record date shall be not more than 60 days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

                                   ARTICLE IX

                         CERTIFICATES REPRESENTING STOCK

         SECTION 1. Certificates; Signatures. The shares of the Corporation
shall be represented by certificates, provided that the Board of Directors of
the Corporation may provide by resolution or resolutions that some or all of any
or all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate, signed by or in the name of the Corporation by
the Chairman or Vice-Chairman of the Board of Directors, or the President or a
Senior Vice-President, and by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation, representing the number
of shares registered in certificate form. Any and all signatures on any such
certificate may be facsimiles. 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.
The name of the holder of record of the shares represented thereby, with the
number of such shares and the date of issue, shall be entered on the books of
the Corporation.

         SECTION 2. Transfers of Stock. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
shares of capital stock shall be transferable on the books of the Corporation
only by the holder of record thereof in person, or by duly authorized attorney,
upon surrender and cancellation of certificates for a like number of shares,
properly endorsed, and the payment of all taxes due thereon.

         SECTION 3. Fractional Shares. The Corporation may, but shall not be
required to, issue certificates for fractions of a share where necessary to
effect authorized transactions, or the Corporation may pay in cash the fair
value of fractions of a share as of the time when those entitled to receive such
fractions are determined, or it may issue scrip in registered or bearer form
over the manual or facsimile signature of an officer of the


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Corporation or of its agent, exchangeable as therein provided for full shares,
but such scrip shall not entitle the holder to any rights of a stockholder
except as therein provided.

         The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of certificates representing shares of the Corporation.

         SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation may
issue a new certificate of stock in place of any certificate, theretofore issued
by it, alleged to have been lost, stolen or destroyed, and the Board of
Directors may require the owner of any lost, stolen or destroyed certificate, or
his legal representative, to give the Corporation a bond sufficient to indemnify
the Corporation against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
any such new certificate.

                                    ARTICLE X

                                    DIVIDENDS

         Subject always to the provisions of law and the Certificate of
Incorporation, the Board of Directors shall have full power to determine whether
any, and, if any, what part of any, funds legally available for the payment of
dividends shall be declared as dividends and paid to stockholders; the division
of the whole or any part of such funds of the Corporation shall rest wholly
within the lawful discretion of the Board of Directors, and it shall not be
required at any time, against such discretion, to divide or pay any part of such
funds among or to the stockholders as dividends or otherwise; and 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 Board of Directors from time to
time, in its absolute discretion, thinks 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 Board of Directors
shall think conducive to the interest of the Corporation, and the Board of
Directors may modify or abolish any such reserve in the manner in which it was
created.

                                   ARTICLE XI

                                  RATIFICATION

         Any transaction, questioned in any law suit on the ground of lack of
authority, defective or irregular execution, adverse interest of director,
officer or stockholder, non-disclosure, miscomputation, or the application of
improper principles or practices of accounting, may be ratified before or after
judgment, by the Board of Directors or by the stockholders, and if so ratified
shall have the same force and effect as if the questioned transaction had been
originally duly authorized. Such ratification shall be binding upon the
Corporation and its stockholders and shall constitute a bar to any claim or
execution of any judgment in respect of such questioned transaction.


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                                   ARTICLE XII

                                 CORPORATE SEAL

         The corporate seal shall have inscribed thereon the name of the
Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine. The corporate seal may be
used by printing, engraving, lithographing, stamping or otherwise making,
placing or affixing, or causing to be printed, engraved, lithographed, stamped
or otherwise made, placed or affixed, upon any paper or document, by any process
whatsoever, an impression, facsimile or other reproduction of said corporate
seal.

                                  ARTICLE XIII

                                   FISCAL YEAR

         The fiscal year of the Corporation shall be fixed, and shall be subject
to change, by the Board of Directors. Unless otherwise fixed by the Board of
Directors, the fiscal year of the Corporation shall be the 12 month period
ending on July 31 in each year.

                                   ARTICLE XIV

                                WAIVER OF NOTICE

         Whenever notice is required to be given by these Bylaws or by the
Certificate of Incorporation or by law, a written waiver thereof, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.

                                   ARTICLE XV

                     BANK ACCOUNTS, DRAFTS, CONTRACTS, ETC.

         SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts
as may be authorized by the Board of Directors, the primary financial officer or
any person designated by said primary financial officer, whether or not an
employee of the Corporation, may authorize such bank accounts to be opened or
maintained in the name and on behalf of the Corporation as he may deem necessary
or appropriate, payments from such bank accounts to be made upon and according
to the check of the Corporation in accordance with the written instructions of
said primary financial officer, or other person so designated by the Treasurer.

         SECTION 2. Contracts. The Board of Directors may authorize any person
or persons, in the name and on behalf of the Corporation, to enter into or
execute and deliver


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any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

         SECTION 3. Proxies; Powers of Attorney; Other Instruments. Except as
may otherwise be provided in the Certificate of Incorporation with respect to
any Material Subsidiary, the Chairman, the President or any other person
designated by either of them shall have the power and authority to execute and
deliver proxies, powers of attorney and other instruments on behalf of the
Corporation in connection with the rights and powers incident to the ownership
of stock by the Corporation. Except as may otherwise be provided in the
Certificate of Incorporation with respect to any Material Subsidiary, the
Chairman, the President or any other person authorized by proxy or power of
attorney executed and delivered by either of them on behalf of the Corporation
may attend and vote at any meeting of stockholders of any company in which the
Corporation may hold stock, and may exercise on behalf of the Corporation any
and all of the rights and powers incident to the ownership of such stock at any
such meeting, or otherwise as specified in the proxy or power of attorney so
authorizing any such person. Except as may otherwise be provided in the
Certificate of Incorporation with respect to any Material Subsidiary, the Board
of Directors, from time to time, may confer like powers upon any other person.

         SECTION 4. Financial Reports. The Board of Directors may appoint the
primary financial officer or other fiscal officer to cause to be prepared and
furnished to stockholders entitled thereto any special financial notice and/or
financial statement, as the case may be, which may be required by any provision
of law.

                                   ARTICLE XVI

                                   AMENDMENTS

         The Board of Directors shall have power to adopt, amend or repeal
Bylaws in accordance with the Certificate of Incorporation. Bylaws adopted by
the Board of Directors may be repealed or changed, and new Bylaws made, by the
stockholders in accordance with the Certificate of Incorporation, and the
stockholders may prescribe that any Bylaw made by them shall not be altered,
amended or repealed by the Board of Directors.

                                  ARTICLE XVII

                                  MISCELLANEOUS

         All capitalized terms used herein but not defined herein shall have the
meanings assigned to such terms in the Certificate of Incorporation.

         Updated as of November 5, 1999.


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