<PAGE>   1
                                                                     EXHIBIT 4.2

                          TRANSKARYOTIC THERAPIES, INC.

                          AMENDED AND RESTATED BY-LAWS

                                    ARTICLE I

                                    OFFICERS

         Transkaryotic Therapies, Inc. (the "Corporation") shall maintain a
registered office in the State of Delaware. The Corporation may also have other
offices at such other places either within or without the State of Delaware, as
the Board of Directors may from time to time designate or the business of the
Corporation may require.

                                   ARTICLE II

                                  STOCKHOLDERS

         Section 1. Annual Meeting: The annual meeting of Stockholders for the
election of Directors and the transaction of any other business as may properly
come before such meeting shall be held on the first Monday in June of each year,
or as soon after such date as may be practicable, in such City and State and at
such time and place as may be designated by the Board of Directors, and set
forth in the notice of such meeting. If said day be a legal holiday, said
meeting shall be held on the next succeeding business day. At the annual meeting
any business may be transacted and any corporate action may be taken, whether
stated in the notice of meeting or not, except as otherwise expressly provided
by statute or the Certificate of Incorporation

         Section 2. Special Meetings: Special meetings of the Stockholders for
any purpose may be called at any time by the Board of Directors, the Chairman of
the Board, or if no Chairman has been elected, by the President and Chief
Executive Officer, and shall be called by the Chairman of the Board or, if none,
by the President and Chief Executive Officer at the request of the holders of a
majority of the outstanding shares of capital stock entitled to vote. Special
meetings shall be held at such place or places within or without the State of
Delaware as shall from time to time be designated by the Board of Directors and
stated in the notice of such meeting. At a special meeting no business shall be
transacted and no corporate action shall be taken other than that stated in the
notice of the meeting.

         Section 3. Notice of Meetings: Written notice of the date, time and
place of any Stockholders' meeting, whether annual or special, shall be given to
each Stockholder entitled to vote thereat, by mailing the same to him at his
address as the same appears upon the records or the Corporation not less than
ten (10) nor more than sixty (60) days prior to the date of such meeting. Notice
of any adjourned meeting need not be given other than by announcement at the
meeting so adjourned, unless otherwise ordered in connection with such
adjournment. Such further notice, if any, shall be given as may be required by
law.
<PAGE>   2
         Section 4. Waiver of Notice: Notice of meeting need not be given to any
Stockholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting. The attendance of any Stockholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him.

         Section 5. Quorum: Any number of Stockholders, together holding at
least a majority of the capital stock of the Corporation issued and outstanding
and entitled to vote, who shall be present in person or by proxy at any meeting
duly called, shall constitute a quorum for all purposes except as may otherwise
be provided by law.

         Section 6. Adjournment of Meetings: If less than a quorum shall attend
at the time for which a meeting shall have been called, the meeting may be
adjourned from time to time by a majority vote of the Stockholders present or by
proxy and entitled to vote thereat, without notice other than by announcement at
the meeting until a quorum shall attend. Any meeting at which a quorum is
present may also be adjourned in like manner and for such time or upon such call
as may be determined by a majority vote of the Stockholders present in person or
by proxy and entitled to vote thereat. At any adjourned meeting at which a
quorum shall be present, any business may be transacted and any corporate action
may be taken which might have been transacted at the meeting as originally
called.

         Section 7. Voting: Each Stockholder entitled to vote at any meeting may
vote either in person or by proxy, duly appointed by instrument in writing
subscribed by such Stockholder and bearing a date not more than eleven months
prior to said meeting, unless said proxy provides for a longer period. The
holders of Common Stock shall be entitled to one vote in respect of each share
held on all matters submitted to a vote of shareholders. When a quorum is
present at any meeting, the holders of a majority of the stock present or
represented and voting on a matter (or if there are two or more classes of stock
entitled to vote as separate classes, then in the case of each such class, the
holders of a majority of the stock of that class present or represented and
voting on a matter) shall decide any matter to be voted upon by the Stockholders
at such meeting, except when a different vote is required by express provision
of law, the Certificate of Incorporation or these By-laws. Any election by
Stockholders shall be determined by a plurality of the votes cast by the
Stockholders entitled to vote at the election.

         Section 8. Nomination of Directors: Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
Directors. Nomination for election to the Board of Directors of the Corporation
at a meeting of Stockholders may be made by the Board of Directors or by any
Stockholder of the Corporation entitled to vote for the election of Directors at
such meeting who complies with the notice procedures set forth in this Section
8. Such nominations, other than those made by or on behalf of the Board of
Directors, shall be made by notice in writing delivered to mailed by first class
United States mail, postage prepaid, to the Secretary, and received not less
than 60 days nor more than 90 days prior to such meeting; provided, however,
that if less than 70 days' notice or prior public disclosure of the date of the
meeting is given to Stockholders, such nomination shall have been mailed or
delivered to the Secretary not later than the close of business of the 10th day
following the date on which the notice of the meeting was mailed or such public
disclosure was made, whichever

                                      - 2 -
<PAGE>   3
occurs first. Such notice shall set forth (a) as to each proposed nominee (i)
the name, age, business address and, if known, residence address of each such
nominee, (ii) the principal occupation or employment of each such nominee, (iii)
the number of shares of stock of the Corporation which are beneficially owned by
each such nominee, and (iv) any other information concerning the nominee that
must be disclosed as to nominees in proxy solicitations pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (including such
person's written consent to be named as a nominee and to serve 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 beneficially owned
by such Stockholder. The Corporation may require any proposed nominee to furnish
such other information as may reasonably be required by the Corporation to
determine the eligibility of such proposed nominee to serve as a Director of the
Corporation.

         The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

         Section 9. Notice of Business at Annual Meetings: At an annual 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
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 an annual meeting
by a Stockholder. For business to be properly brought before an annual meeting
by a Stockholder, if such business relates to the election of Directors of the
Corporation, the procedures in Section 8 must be complied with. If such business
relates to any other matter, the Stockholder must have given timely notice
thereof in writing to the Secretary. To be timely, a Stockholder's notice must
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 date on which such notice of the
date of the meeting was mailed or such public disclosure was made, whichever
occurs first. A Stockholder's notice to the Secretary shall set forth as to each
matter the Stockholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual 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 these By-laws to the
contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 9 and except that any
Stockholder proposal which complies with Rule 14a-8 of the proxy rules (or any
successor provision) promulgated under the Securities Exchange Act of 1934, as
amended, and is to be included in the Corporation's proxy statement for an

                                      - 3 -
<PAGE>   4
annual meeting of Stockholders shall be deemed to comply with the requirements
of this Section 9.

         The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 9, and if he should so
determine, the chairman shall so declare to the meeting that any such business
not properly brought before the meeting shall not be transacted.

         Section 10. Action Without Meeting: Unless otherwise provided in the
Certificate of Incorporation, any action required or permitted to be taken by
Stockholders for or in connection with any corporate action may be taken without
a meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in Delaware by hand or
certified or registered mail, return receipt requested, to its principal place
of business or to an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. Each such
written consent shall bear the date of signature of each Stockholder who signs
the consent. No written consent shall be effective to take the corporate action
referred to therein unless written consents signed by a number of Stockholders
sufficient to take such action are delivered to the Corporation in the manner
specified in this paragraph within sixty days of the earliest dated consent so
delivered.

         If action is taken by consent of Stockholders and in accordance with
the foregoing, there shall be filed with the records of the meetings of
stockholders the writing or writings comprising such consent.

         If action is taken by less than unanimous consent of Stockholders,
prompt notice of the taking of such action without a meeting shall be given to
those who have not consented in writing and a certificate signed and attested to
by the Secretary of the Corporation that such notice was given shall be filed
with the records of the meetings of stockholders.

         In the event that the action which is consented to is such as would
have required the filing of a certificate under any provision of the General
Corporation Law of the State of Delaware, if such action had been voted upon by
the Stockholders at a meeting thereof, the certificate filed under such
provision shall state, in lieu of any statement required by such provision
concerning a vote of Stockholders, that written consent has been given under
Section 228 of said General Corporation Law and that written notice has been
given as provided in such Section 228.

         Notwithstanding the foregoing, if at any time the Corporation shall
have a class of stock registered pursuant to the provisions of the Securities
Exchange Act of 1934, as amended, for so long as such class is registered, any
action by the Stockholders of such class must be taken at an annual or special
meeting of Stockholders and may not be taken by written consent.


                                      - 4 -
<PAGE>   5
         Section 11. Organization. The Chairman of the Board, or in his absence
the Vice Chairman of the Board designated by the Chairman of the Board, or the
President, in the order named, shall call meetings of the Stockholder to order,
and shall act as chairman of such meeting; provided, however, that the Board of
Directors may appoint any Stockholder to act as chairman of any meeting in the
absence of the Chairman of the Board. The Secretary of the Corporation shall act
as secretary at all meetings of the Stockholders; but in the absence of the
Secretary at any meeting of the Stockholders, the presiding officer may appoint
any person to act as secretary of the meeting.

                                   ARTICLE III

                                    DIRECTORS

         Section 1. Number and Qualifications: The Board of Directors shall
consist of not less than three (3) nor more than seven (7) Directors. The
Directors need not be Stockholders.

         Section 2. Responsibilities: The general management of the affairs of
the Corporation shall be vested in the Board of Directors, which may delegate to
Officers, employees and to committees of Directors such powers and duties as it
may from time to time see fit, subject to the limitations hereinafter set forth,
and except as may otherwise be provided by law.

         Section 3. Election and Term of Office: The Directors shall be elected
by the Stockholders at the annual meeting of Stockholders. If the election of
Directors shall not be held on the day designated by the By-laws, the Directors
shall cause the same to be held as soon thereafter as may be convenient. The
Directors chosen at any annual meeting shall hold office except as hereinafter
provided, until the next annual election and until the election and
qualification of their successors.

         Section 4. Removal and Resignation of Directors: Any Director may be
removed from the Board of Directors, only for cause, by the holders of
two-thirds of the shares of outstanding stock entitled to vote at any special
meeting of the Stockholders called for that purpose, and the office of such
Director shall forthwith become vacant. Any Director may resign at any time.
Such resignation shall take effect at the time specified therein, and if no time
be specified at the time of its receipt by the Chairman of the Board or if no
Chairman has been elected, by the President and Chief Executive Officer, or by
the Secretary. The acceptance of a resignation shall not be necessary to make it
effective, unless so specified therein.

         Section 5. Filling of Vacancies: Any vacancy among the Directors,
occurring from any cause whatsoever, may be filled by a majority of the
remaining Directors, though less than a quorum, provided, however, that the
Stockholders removing any Director may at the same meeting fill the vacancy
caused by such removal, and provided further, that if the Directors fail to fill
any such vacancy, the Stockholders may at any special meeting called for that
purpose fill such vacancy. In case of any increase in the number of Directors,
the additional Directors may be elected by the Directors in office prior to such
increase. Any person elected to fill a vacancy shall hold office, subject to the
right of removal as hereinbefore provided, until the next annual election and
until the election and qualification of his successor.

                                      - 5 -
<PAGE>   6
         Section 6. Regular Meetings: The Board of Directors shall hold an
annual meeting for the purpose of organization and the transaction of any
business immediately after the annual meeting of the Stockholders, provided a
quorum is present. Other regular meetings may be held at such times as may be
determined from time to time by resolution of the Board of Directors.


         Section 7. Special Meetings: Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board of Directors, if any, or
by the President and Chief Executive Officer.

         Section 8. Notice and Place of Meetings: Regular meetings of the Board
of Directors may be held without notice at such time and place as shall be
designated by resolution of the Board of Directors. Notice shall be required,
however, for special meetings. Notice of any special meeting shall be
sufficiently given if mailed to each Director at his residence or usual place of
business at least two (2) days before the day on which the meeting is to be
held, or if sent to him at such place by telegraph or cable, or delivered
personally or by telephone not later than 24 hours prior to the time at which
the meeting is to be held. No notice of the annual meeting shall be required if
held immediately after the annual meeting or the Stockholders and if a quorum is
present. Notice of a meeting need not be given to any Director who submits a
signed waiver of notice before or after the meeting, nor to any Director who
attends the meeting without protesting the lack of notice prior thereto or at
its commencement.

         Section 9. Business Transacted at Meetings: Any business may be
transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum shall be present, whether
such business or proposed action be stated in the notice of such meeting or not,
unless special notice of such business or proposed action shall be required by
law.

         Section 10. Quorum: A majority of the entire Board of Directors shall
be necessary to constitute a quorum for the transaction of business, and the
acts of a majority of the Directors present at a meeting at which a quorum is
present shall be the acts of the Board of Directors, unless otherwise provided
by law, the Certificate of Incorporation or these By-laws. If a quorum is not
present at a meeting of the Board of Directors, a majority of the Directors
present may adjourn the meeting to such time and place as they may determine
without notice other than announcement at the meeting until enough Directors to
constitute a quorum shall attend. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any Directors.

         Section 11. Action Without a Meeting: Any action required or permitted
to be taken by the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board or the committee consent in
writing to the adoption of a resolution authorizing the action. The resolution
and the written consents thereto by the members of the Board or committee shall
be filed with the minutes of the proceedings of the Board or committee.

         Section 12. Participation by Telephone: Any one or more members of the
Board or any committee thereof may participate in a meeting of the Board or such
committee by means of a conference telephone or similar communications equipment
allowing all persons participating in

                                      - 6 -
<PAGE>   7
the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.

         Section 13. Compensation: The Board of Directors may establish by
resolution reasonable compensation of all Directors for services to the
Corporation as Directors, including a fixed fee, if any, incurred in attending
each meeting. Nothing herein contained shall preclude any Director from serving
the Corporation in any other capacity, as an Officer, agent or otherwise, and
receiving compensation therefor.

                                   ARTICLE IV

                                   COMMITTEES

         Section 1. Executive Committee: The Board of Directors, by resolution
passed by a majority of the entire Board, may designate three (3) or more
Directors to constitute an Executive Committee to hold office at the pleasure of
the Board, which Committee shall, during the intervals between meetings of the
Board of Directors, have and exercise all of the powers of the Board of
Directors in the management of the business and affairs of the Corporation,
Subject only to such restrictions or limitations as the Board of Directors may
from time to time specify, or as limited by the Delaware General Corporation
Law, and shall have power to authorize the seal of the Corporation to be affixed
to all instruments which may require it. Any member of the Executive Committee
may be removed at any time, with or without cause, by a resolution of a majority
of the entire Board of Directors. Any person ceasing to be a Director shall ipso
facto cease to be a member of the Executive Committee. Any vacancy in the
Executive Committee occurring from any cause whatsoever may be filled from among
the Directors by a resolution of a majority of the entire Board of Directors.

         Section 2. Other Committees: Other committees whose members are to be
Directors, may be appointed by the Board of Directors, which committees shall
hold office for such time and have such powers and perform such duties as may
from time to time be assigned to them by the Board of Directors or the committee
appointing them. Any member of such a committee may be removed at any time, with
or without cause, by the Board of Directors or the committee appointing such
committee. Any vacancy in a committee occurring from any cause whatsoever may be
filled by the Board of Directors or the committee appointing such committee.

         Section 3. Resignation: Any member of a committee may resign at any
time. Such resignation shall be made in writing and shall take effect at the
time specified therein, or, if no time be specified, at the time of its receipt
by the Chairman of the Board, if any, the President and Chief Executive Officer
or the Secretary. The acceptance of a resignation shall not be necessary to make
it effective unless so specified therein.

         Section 4. Quorum: A majority of the members of a committee shall
constitute a quorum. The act of a majority of the members of a committee present
at any meeting at which a quorum is present shall be the act of such committee.
The members of a committee shall act only as a committee, and the individual
members thereof shall have no powers as such.


                                      - 7 -
<PAGE>   8
         Section 5. Record of Proceedings: Each committee shall keep a record of
its acts and proceedings, and shall report the same to the Board of Directors
when and as required by the Board of Directors.

         Section 6. Organization, Meetings, Notices: A 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. Each committee may make
such rules as it may deem expedient for the regulation and carrying on of its
meetings and proceedings, Unless otherwise ordered by the Executive Committees
any notice of a meeting of such committee may be given by the Secretary or by
the chairman of the committee and shall be sufficiently given if mailed to each
member at his residence or usual place of business at least five (5) days before
the day on which the meeting is to be held, or if sent to him at such place by
telecopy, telegraph or cable, or delivered personally or by telephone not later
than 24 hours prior to the time at which the meeting is to be held.

         Section 7. Compensation: The members of any committee shall be entitled
to such compensation as may be established by resolution of the Board of
Directors.

                                    ARTICLE V

                                    OFFICERS

         Section l. Number: The Officers of the Corporation shall be a President
and Chief Executive Officer, a Secretary and a Treasurer, and such Vice
Presidents and other Officers as may be appointed in accordance with the
provisions of Section 3 of this Article V. The Board of Directors, in its
discretion, may also elect a Chairman of the Board of Directors.

         Section 2. Election, Term of Office and Qualifications: The Officers,
except as provided in Section 3 of this Article V, shall be chosen annually by
the Board of Directors. Each such Officer shall, except as herein otherwise
provided, hold office until the selection and qualification of his successor.
Any two or more offices may be held by the same person, except the offices of
President and Chief Executive Officer and Secretary.

         Section 3. Other Officers: Other Officers, including, without
limitation, one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers, may from time to time be appointed by the Board of Directors, which
other Officers shall have such powers and perform such duties as may be assigned
to them by the Board of Directors or the Officer or committee appointing them.
All such Officers shall be corporate officers of the Corporation with the power
to hind the Corporation by acts within the scope or their authority.

         Section 4. Removal of Officers: Any Officer of the Corporation may be
removed from office, with or without cause, by a vote of a majority of the Board
of Directors.

         Section 5. Resignation: Any Officer of the Corporation may resign at
any time. Such resignation shall be in writing and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the Chairman of the Board, if any, the President and

                                      - 8 -
<PAGE>   9
Chief Executive Officer or the Secretary. The acceptance of a resignation shall
not be necessary in order to make it effective, unless so specified therein.

         Section 6. Filling of Vacancies: A vacancy in any office shall be
filled by the Board of Directors.

         Section 7. Compensation: The compensation of the Officers shall be
fixed by the Board of Directors, or by any committee upon whom such power may be
conferred by the Board of Directors.

         Section 8. Chairman of the Board of Directors: The Chairman of the
Board of Directors, if one is elected, shall be a Director and shall preside at
all meetings of the Board of Directors and of the Stockholders at which he shall
be present. He shall have power to call special meetings of the Stockholders or
of the Board of Directors or of the Executive Committee at any time and shall
have such power and perform such other duties as may from time to time be
assigned to him by the Board of Directors.

         Section 9. President and Chief Executive Officer: The President and
Chief Executive Officer shall have responsibility for the general direction of
the business affairs and property of the Corporation, and of its several
Officers, and shall have and exercise all such powers and discharge such duties
as usually pertain to the office of President and Chief Executive Officer. He
shall have responsibility for the day-to-day affairs of the Corporation, subject
to the control of the Board of Directors. He shall perform such duties as may be
assigned to him from time to time by the Board of Directors and shall, in the
absence of the Chairman of the Board, perform and carry out the functions of the
Chairman of the Board.

         Section 10. Secretary: The Secretary shall attend all meetings of the
Board of Directors and of the Stockholders and record all votes and the minutes
of all proceedings in a book to be kept for that purpose, and shall perform like
duties for any Committee appointed by the Board. He shall give or cause to be
given notice of all meetings of Stockholders and special meetings of the Board
of Directors and shall perform such other duties as may be prescribed by the
Board of Directors. He shall keep in safe custody the seal of the Corporation
and affix it to any instrument when so authorized by the Board of Directors.

         Section 11. Treasurer: The Treasurer shall have 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 depositaries as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may he ordered by
the Board, taking proper vouchers for such disbursements, and shall render to
the President and Chief Executive Officer and Directors at the regular meetings
of the Board, or whenever they may require, an account of all his transactions
as Treasurer and of the financial condition of the Corporation. He may be
required to give bond for the faithful discharge of his duties.



                                      - 9 -
<PAGE>   10
                                   ARTICLE VI

                                  CAPITAL STOCK

         Section 1. Issue of Certificates of Stock: Certificates of capital
stock shall be in such form as shall be approved by the Board of Directors. They
shall be numbered in the order of their issue, and shall be signed by the
Chairman of the Board of Directors, the President and Chief Executive Officer or
any Vice President, and by the Treasurer or any Assistant Treasurer or the
Secretary or any Assistant Secretary, and the seal of the Corporation or a
facsimile thereof shall be impressed, affixed or reproduced thereon. In case any
Officer or Officers who shall have signed any such certificate or certificates
shall cease to be such Officer or Officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or certificates
shall have been delivered by the Corporation, such certificate or certificates
may nevertheless be adopted by the Corporation and be issued and delivered as
though the person or persons who signed such certificate or certificates have
not ceased to be such Officer or Officers of the Corporation.

         Section 2. Registration and Transfer of Shares: The name of each person
owning a share of the capital stock or the Corporation shall be entered on the
books of the Corporation together with the number of shares held by him, the
numbers of the certificates covering such shares and the dates of issue of such
certificates. The shares of stock of the Corporation shall be transferable on
the books of the Corporation by the holders thereof in person, or by their duly
authorized attorneys or legal representatives, on surrender and cancellation of
certificates for a like number of shares, accompanied by an assignment of power
of transfer endorsed thereon or attached thereto, duly executed, and with such
proof of the authenticity of the signature as the Corporation or its agents may
reasonably require. A record shall be made of each transfer. The Board of
Directors may make other and further rules and regulations concerning the
transfer and registration of certificates for stock.

         Section 3. Lost, Destroyed and Mutilated Certificates: The holder of
any stock of the Corporation shall immediately notify the Corporation of any
loss, theft, destruction or mutilation of the Certificates therefor. The
Corporation may issue a new certificate of stock in the place of any certificate
theretofore issued by it and alleged to have been lost, stolen or destroyed. The
Board of Directors may, in its discretion, require the owner of the lost, stolen
or destroyed certificate, or his legal representatives, to give the Corporation
a bond, in such sum not exceeding trouble the value of the stock and with such
surety or sureties as they may require, to indemnify it against any claim that
may be made against it by reason of the issue of such new certificate and
against all other liability in the premises, or may remit such owner to such
remedy or remedies as he may have under the laws of the State of Delaware.



                                     - 10 -
<PAGE>   11
                                   ARTICLE VII

                              DIVIDENDS AND SURPLUS

         Section 1. General Discretion of Directors: The Board of Directors
shall have power to fix and vary the amount to be set aside or reserved as
working capital of the Corporation, or as reserves, or for other proper purposes
of the Corporation, and, subject to the requirements of the Certificate of
Incorporation, to determine whether any part of the surplus or net profits of
the Corporation shall be declared in dividends and paid to the Stockholders, and
to fix the date or dates for the payment of dividends.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

         Section l. Fiscal Year: The fiscal year of the Corporation shall
commence on the first day of January and end on the last day of December.

         Section 2. Corporate Seal: The corporate seal shall be in such form as
approved by the Board of Directors and may be altered at its pleasure. The
corporate seal may be used by causing it or a facsimile thereof to be impressed,
affixed or reproduced by the Secretary or Assistant Secretary of the
Corporation.

         Section 3. Notices: Except as otherwise expressly provided, any notice
required by these By-laws to be given shall be sufficient if given by depositing
the same in a post office or letter box in a sealed wrapper with first class
postage prepaid thereon and addresses to the person entitled thereto at his
address, as the same appears upon the books of the Corporation, or by
telecopying, telegraphing or cabling the same to such person at such address;
and such notice shall be deemed to be given at the time it was mailed,
telecopied, telegraphed or cabled.

         Section 4. Waiver it Notice: Any Stockholder or Director may at any
time, by writing or by telecopy, telegraph or cable, waive any notice required
to be given under these By-laws, and if any Stockholder or Director shall be
present at any meeting his presence shall constitute a waiver of such notice.

         Section 5. Contracts, Checks, Drafts: The Board of Directors, except as
may otherwise be required by law, may authorize any Officer or Officers, agent
or agents, in the name of and on behalf of the Corporation to enter into any
contract or execute or deliver any instrument. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation, shall be signed by such Officer or Officers,
agent or agents of the Corporation, and in such manner, as shall be designated
from time to time by resolution of the Board of Directors.

         Section 6. Deposits: All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in such bank or banks, trust
companies or other depositaries as the Board of Directors may select, and, for
the purpose of such deposit, checks, drafts, warrants and other orders for the
payment of money which are payable to the order of the Corporation, may be
endorsed for deposit, assigned and delivered by any Officer of the Corporation,
or by

                                     - 11 -
<PAGE>   12
such agents of the Corporation as the Board of Directors, the Chairman of the
Board, if any, or the President and a Chief Executive Officer may authorize for
that purpose.

         Section 7. Voting Stock of Other Corporations: Except as otherwise
ordered by the Board of Directors or the Executive Committee, the Chairman of
the Board, if any, or the President and Chief Executive Officer shall have full
power and authority on behalf of the Corporation to attend and to act and to
vote at any meeting of the stockholders of any corporation of which the
Corporation is a stockholder and to execute a proxy to any other person to
represent the Corporation at any such meeting, and at any such meeting the
Chairman of the Board, if any, or the President and Chief Executive Officer or
the holder of any such proxy, as the case may be, shall possess and may exercise
any and all rights and powers incident to ownership of such stock and which, as
owner thereof, the Corporation might have possessed and exercised if present.
The Board of Directors or the Executive Committee may from time to time confer
like powers upon any other person or persons.

         Section 8. Indemnification of Officers and Directors: The Corporation
shall indemnify any and all of its Directors or Officers, who shall serve as an
Officer or Director of this Corporation or of any other corporation at the
request of this Corporation, to the fullest extent permitted under and in
accordance with the laws of the State of Delaware.

                                   ARTICLE IX

                                   AMENDMENTS

         Section 1. By the Board of Directors: These By-laws may be altered,
amended or repealed or new by-laws may be adopted by the affirmative vote of a
majority of the Directors present at any regular or special meeting of the Board
of Directors at which a quorum is present.

         Section 2. By the Stockholders: Except as otherwise provided in Section
3, these Bylaws may be altered, amended or repealed or new by-laws may be
adopted by the affirmative vote of the holders of a majority of the shares of
the capital stock of the Corporation issued and outstanding and entitled to vote
at any regular or special meeting of Stockholders, provided notice of such
alteration, amendment, repeal or adoption of new by-laws shall have been stated
in the notice of such regular or special meeting.

         Section 3. Certain Provisions: Notwithstanding any other provision of
law, the Certificate of Incorporation or these By-laws, and notwithstanding the
fact that a lesser percentage may be specified by law, the affirmative vote of
the holders of at least seventy-five percent (75%) of the shares of the capital
stock of the Corporation issued and outstanding and entitled to vote shall be
required to amend or repeal, or to adopt any provision inconsistent with
Sections 2, 7, 8, 9, 10 and 11 of Article II, Article III or Article IX of these
By-laws.

Dated:  September 25, 1996.

                                     - 12 -