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                                                                     EXHIBIT 3.2



                                RESTATED BYLAWS

                                       OF

                        THE HOUSTON EXPLORATION COMPANY


                                    PREAMBLE

        These Bylaws are subject to, and governed by, the General Corporation
Law of the State of Delaware ("DGCL") and the Certificate of Incorporation of
the Corporation, as amended (the "Certificate of Incorporation", such term to
include the resolutions of the Board of Directors of the Corporation creating
any series of preferred stock, par value $0.01 per share, of the Corporation).
In the event of a direct conflict between the provisions of these Bylaws and
the mandatory provisions of the DGCL or the provisions of the Certificate of
Incorporation, such provisions of the DGCL and the Certificate of
Incorporation, as the case may be, will be controlling.


                                   ARTICLE I

                              Offices and Records

        Section 1.1.  Registered Office and Agent.  The registered office and
registered agent of the Corporation shall be as designated from time to time by
the appropriate filing by the Corporation in the office of the Secretary of
State of the State of Delaware.

        Section 1.2.  Other Offices.  The Corporation may also have offices at
such other places, both within and without the State of Delaware, as the Board
of Directors of the Corporation (the "Board of Directors") may from time to
time determine or the business of the Corporation may require.

        Section 1.3.  Books and Records.  The books and records of the
Corporation may be kept at the Corporation's principal office in Houston, Texas
or at such other locations outside the State of Delaware as may from time to
time be designated by the Board of Directors.


                                   ARTICLE II

                            Meetings of Stockholders

        Section 2.1.  Annual Meetings.   An annual meeting of the Corporation's
stockholders (the "Stockholders") shall be held each calendar year for the
purposes of (i) electing directors as provided in Article III and (ii)
transacting such other business as may properly be brought before the





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meeting.  Each annual meeting shall be held on such date (no later than 13
months after the date of the last annual meeting of Stockholders) and at such
time as shall be designated by the Board of Directors and stated in the notice
or waivers of notice of such meeting.

        Section 2.2.  Special Meetings.   Special meetings of the Stockholders,
for any purpose or purposes, may be called at any time by the Chairman of the
Board (if any) or the Chief Executive Officer  and shall be called by the
Secretary at the written request, or by resolution adopted by the affirmative
vote, of a majority of the total number of directors which the Corporation
would have if there were no vacancies (the "Whole Board"), which request or
resolution shall fix the date, time and place, and state the purpose or
purposes, of the proposed meeting.  Except as provided by applicable law, these
Bylaws or the Certificate of Incorporation, Stockholders shall not be entitled
to call a special meeting of Stockholders or to require the Board of Directors
or any officer to call such a meeting or to propose business at such a meeting.
Business transacted at any special meeting of Stockholders shall be limited to
the purposes stated in the notice or waivers of notice of such meeting.

        Section 2.3.  Place of Meetings.   The Board of Directors may designate
the place of meeting (either within or without the State of Delaware) for any
meeting of Stockholders.  If no designation is made by the Board of Directors,
the place of meeting shall be held at the principal executive office of the
Corporation.

        Section 2.4.  Notice of  Meetings.  (a)  Written notice of each meeting
of Stockholders shall be delivered to each Stockholder of record entitled to
vote thereat, which notice shall (i) state the place, date and time of the
meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called and (ii) be given not less than 10 nor more than 60
days before the date of the meeting.

        (b)        Each notice of a meeting of Stockholders shall be given as
provided in Section 9.1, except that if no address appears on the Corporation's
books or stock transfer records with respect to any Stockholder, notice to such
Stockholder shall be deemed to have been given if sent by first-class mail or
telecommunication to the Corporation's principal executive office or if
published at least once in a newspaper of general circulation in the county
where such principal executive office is located.

        (c)        If any notice addressed to a Stockholder at the address of
such Stockholder appearing on the books of a Corporation is returned to the
Corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the Stockholder
at such address, all further notices to such Stockholder at such address shall
be deemed to have been duly given without further mailing if the same shall be
available to such Stockholder upon written demand of such Stockholder at the
principal executive office of the Corporation for a period of one year from the
date of the giving of such notice.





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        (d)        Any previously scheduled meeting of the Stockholders may be
postponed by resolution of the Board of Directors upon public notice given
prior to the time previously scheduled for such meeting.

        Section 2.5.  Voting List.  At least 10 days before each meeting of
Stockholders, the Secretary or other officer or agent of the Corporation who
has charge of the Corporation's stock ledger shall prepare a complete list of
the Stockholders entitled to vote at such meeting, arranged in alphabetical
order and showing, with respect to each Stockholder, his address and the number
of shares registered in his name.  Such list shall be open to the examination
of any Stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall
be specified in the notice or waivers of 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 open 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 of the Corporation shall be the only evidence as to who are the
Stockholders entitled to examine any list required by this Section 2.5 or to
vote at any meeting of Stockholders.

        Section 2.6. Quorum and Adjournment.  The holders of a majority of the
voting power of the outstanding shares of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock"), present in person
or by proxy, shall constitute a quorum at any meeting of Stockholders, except
as otherwise provided by applicable law, the Certificate of Incorporation or
these Bylaws.  If a quorum is present at any meeting of Stockholders, such
quorum shall not be broken by the withdrawal of enough Stockholders to leave
less than a quorum and the remaining Stockholders may continue to transact
business until adjournment.  If a quorum shall not be present at any meeting of
Stockholders, the holders of a majority of the voting stock represented at such
meeting or, if no Stockholder entitled to vote is present at such meeting, any
officer of the Corporation may adjourn such meeting from time to time until a
quorum shall be present.  Notwithstanding anything in these Bylaws to the
contrary, the chairman of any meeting of Stockholders shall have the right,
acting in his sole discretion, to adjourn such meeting from time to time.

        Section 2.7.  Adjourned Meetings.  When a meeting of Stockholders is
adjourned to another time or place, unless otherwise provided by these Bylaws,
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; provided,
however, if an adjournment is for more than 30 days or if after an adjournment
a new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each Stockholder entitled to vote thereat.  At any
adjourned meeting at which a quorum shall be present in person or by proxy, the
Stockholders entitled to vote thereat may transact any business which might
have been transacted at the meeting as originally noticed.

        Section 2.8.  Voting.  (a) Election of directors at all meetings of
Stockholders at which directors are to be elected shall be by written ballot
and, except as otherwise provided in the Certificate of Incorporation, a
plurality of the votes cast thereat shall elect.  Except as otherwise





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provided by applicable law, the Certificate of Incorporation or these Bylaws,
all matters other than the election of directors submitted to the Stockholders
at any meeting shall be decided by a majority of the votes cast with respect.
Except as otherwise provided in the Certificate of Incorporation or by
applicable law, (i) no Stockholder shall have any right of cumulative voting
and (ii) each outstanding share, regardless of class, shall be entitled to one
vote on each matter submitted to a vote at a meeting of Stockholders.

        (b)        Shares standing in the name of another corporation (whether
domestic or foreign) may be voted by such officer, agent or proxy as the bylaws
of such corporation may prescribe or, the absence of such provision, as the
board of directors of such corporation may determine.  Shares standing in the
name of a deceased person may be voted by the executor or administrator of such
deceased person, either in person or by proxy.  Shares standing in the name of
guardian, conservator or trustee may be voted by such fiduciary, either in
person or by proxy, but no fiduciary shall be entitled to vote shares held in
such fiduciary capacity without a transfer of such shares into the name of such
fiduciary.  Shares standing in the name of a receiver may be voted by such
receiver.  A Stockholder whose shares are pledged shall be entitled to vote
such shares, unless in the transfer by the pledgor on the books of the
Corporation he has expressly empowered the pledgee to vote thereon, in which
case only the pledgee (or his proxy) may represent the stock and vote thereon.

        (c)        If shares or other securities having voting power stand of
record in the name of two or more persons (whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise) or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary is given written notice to the
contrary and is furnished with a copy of the instrument or order appointing
them or creating the relationship wherein it is so provided, their acts with
respect to voting shall have the following effect:

        (i)        if only one votes, his act binds all;

        (ii)       if more than one votes, the act of the majority so voting 
      binds all; and

        (iii)      if more than one votes but the vote is evenly split on any
      particular matter, each fraction may vote the securities in question
      proportionately or any person voting the shares or a beneficiary (if any)
      may apply to the Delaware Court of Chancery or such other court as may
      have jurisdiction to appoint an additional person to act with the person
      so voting the shares, which shall then be voted as determined by a
      majority such persons and the person so appointed by the court.

If the instrument so filed shows that any such tenancy is held in unequal
interests, a majority or even-split for the purpose of the paragraph (c) shall
be a majority or even-split in interest.

        Section 2.9.   Proxies.  (a) At any meeting of Stockholders, each
Stockholder having the right to vote thereat may be represented and vote either
in person or by proxy executed in writing by such Stockholder or by his duly
authorized attorney-in-fact.  Each such proxy shall be filed with





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the Secretary of the Corporation at or before the beginning of each meeting at
which such proxy is to be voted.  Unless otherwise provided therein, no proxy
shall be valid after three years from the date of its execution.  Each proxy
shall be revocable unless expressly provided therein to be irrevocable and
coupled with an interest sufficient in law to support an irrevocable power or
unless otherwise made irrevocable by applicable law.

        (b)        A proxy shall be deemed signed if the Stockholder's name is
placed on the proxy (whether by manual signature, telegraphic transmission or
otherwise) by the Stockholder or his attorney-in-fact.  In the event any proxy
shall designate two or more persons to act as proxies, a majority of such
persons present at the meeting (or, if only one shall be present, then that
one) shall have and may exercise all the powers conferred by the proxy upon all
the persons so designated unless the proxy shall otherwise provide.

        (c)        Except as otherwise provided by applicable law, by the
Certificate of Incorporation or by these Bylaws, the Board of Directors may, in
advance of any meeting of Stockholders, prescribe additional regulations
concerning the manner of execution and filing of proxies (and the validation of
same) which may be voted at such meeting.

        Section 2.10.   Record Date.  For the purpose of determining the
Stockholders entitled to notice of or to vote at any meeting of Stockholders
(or any adjournment thereof) or to receive payment of any dividend or other
distribution or allotment of any rights or to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date on which the resolution fixing the record date is
adopted by the Board of Directors or be more than 60 nor less than 10 days
prior to the date of such meeting nor more than 60 days prior to any other
action.  If no record date is fixed, (i) 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 and (ii) the record date
for determining Stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.  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.

        Section 2.11.  Conduct of Meetings; Agenda.   (a)  Meetings of the
Stockholders shall be presided over by the officer of the Corporation whose
duties under these Bylaws require him to do so; provided, however, if no such
officer of the Corporation shall be present at any meeting of Stockholders,
such meeting shall be presided over by a chairman to be chosen by a majority of
the Stockholders entitled to vote at the meeting who are present in person or
by proxy.  At each meeting of Stockholders, the officer of the Corporation
whose duties under these Bylaws require him to do so shall act as secretary of
the meeting; provided, however, if no such officer of the Corporation shall be
present at any meeting of Stockholders, the chairman of such meeting shall
appoint a secretary.  The order of business at each meeting of Stockholders
shall be as determined by the chairman of the





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meeting, including such regulation of the manner of voting and the conduct of
discussion as seems to him in order.

        (b)        The Board of Directors may, in advance of any meeting of
Stockholders, adopt an agenda for such meeting, adherence to which the chairman
of the meeting may enforce.

        Section 2.12.   Inspectors of Election; Opening and Closing of Polls.
(a) Before any meeting of Stockholders, the Board of Directors may, and if
required by law shall, appoint one or more persons to act as inspectors of
election at such meeting or any adjournment thereof.  If any person appointed
as inspector fails to appear or fails or refuses to act, the chairman of the
meeting may, and if required by law or requested by any Stockholder entitled to
vote or his proxy shall, appoint a substitute inspector.  If no inspectors are
appointed by the Board of Directors, the chairman of the meeting may, and if
required by law or requested by any Stockholder entitled to vote or his proxy
shall, appoint one or more inspectors at the meeting.  Notwithstanding the
foregoing, inspectors shall be appointed consistent with the mandatory
provisions of Section 231 of the DGCL.

        (b)         Inspectors may include individuals who serve the
Corporation in other capacities (including as officers, employees, agents or
representatives); provided, however, that no director or candidate for the
office of director shall act as an inspector.  Inspectors need not be
Stockholders.

        (c)        The inspectors shall (i) determine the number of shares of
capital stock of the Corporation outstanding and the voting power of each, the
number of shares represented at the meeting, the existence of a quorum and the
validity and effect of proxies and (ii) receive votes or ballots, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes and ballots, determine the results and do
such acts as are proper to conduct the election or vote with fairness to all
Stockholders. On request of the chairman of the meeting, the inspectors shall
make a report in writing of any challenge, request or matter determined by them
and shall execute a certificate of any fact found by them.  The inspectors
shall have such other duties as may be prescribed by Section 231 of the DGCL.

        (d)        The chairman of the meeting may, and if required by the DGCL
shall, fix and announce at the meeting the date and time of the opening and the
closing of the polls for each matter upon which the Stockholders will vote at
the meeting.

        Section 2.13. Procedures for Bringing Business before Annual Meetings.
(a) Notwithstanding anything in these Bylaws to the contrary, no business shall
be conducted at an annual meeting of Stockholders except in accordance with the
procedures hereinafter set forth in this Section 2.13; provided, however, that
nothing in this Section 2.13 shall be deemed to preclude discussion by any
Stockholder of any business properly brought before any annual meeting of
Stockholders in accordance with such procedures.

        (b)        At any annual meeting of Stockholders, only such business
shall be conducted as shall have been properly brought before the meeting.  To
be properly brought before an annual





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meeting, business must be (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors,
(ii) otherwise properly brought before the meeting by or at the direction of
the Board of Directors or (iii) properly brought before the meeting by a
Stockholder.  In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a Stockholder, 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 office of the Corporation not less than 120 days nor
more than 150 days in advance of the first anniversary of the date of the
Corporation's proxy statement released to Stockholders in connection with the
previous year's annual meeting of Stockholders; provided, however,  that if no
annual meeting was held in the previous year or the date of the annual meeting
of Stockholders has been changed by more than 30 calendar days from the date
contemplated at the time of the previous year's proxy statement, the notice
must be received by the Corporation at least 80 days prior to the date the
Corporation intends to distribute its proxy statement with respect to such
meeting.  Any meeting of Stockholders which is adjourned and will reconvene
within 30 days after the meeting date as originally noticed shall, for purposes
of any Stockholder's notice contemplated by this paragraph (b), be deemed to be
a continuation of the original meeting, and no business may be brought before
such adjourned meeting by any Stockholder unless timely notice of such business
was given to the Secretary of the Corporation for the meeting as originally
noticed.

        (c)        Each notice given by a Stockholder as contemplated by
paragraph (b) above shall set forth, as to each matter the Stockholder proposes
to bring before the annual meeting, (i) the nature of the proposed business
with reasonable particularity, including the exact text of any proposal to be
presented for adoption and any supporting statement, which proposal and
supporting statement shall not in the aggregate exceed 500 words, and his
reasons for conducting such business at the annual meeting, (ii) any material
interest of the Stockholder in such business, (iii) the name, principal
occupation and record address of the Stockholder, (iv) the class and number of
shares of the Corporation which are held of record or beneficially owned by the
Stockholder, (v) the dates upon which the Stockholder acquired such shares of
stock and documentary support for any claims of beneficial ownership and (vi)
such other matters as may be required by the Certificate of Incorporation.

        (d)        The foregoing right of a Stockholder to propose business for
consideration at an annual meeting of Stockholders shall be subject to such
conditions, restrictions and limitations as may be imposed by the Certificate
of Incorporation.  Nothing in this Section 2.13 shall entitle any Stockholder
to propose business for consideration at any special meeting of Stockholders.

        (e)        The chairman of any meeting of Stockholders shall determine
whether business has been properly brought before the meeting and, if the facts
so warrant, may refuse to transact any business at such meeting which has not
been properly brought before the meeting.

        (f)        Notwithstanding any other provision of these Bylaws, the
Corporation shall be under no obligation to include any Stockholder proposal in
its proxy statement or otherwise present any such proposal to Stockholders at a
meeting of Stockholders if the Board of Directors reasonably





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believes that the proponents thereof have not complied with Sections 13 and 14
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
the rules and regulations promulgated thereunder, and the Corporation shall not
be required to include in its proxy statement to Stockholders any Stockholder
proposal not required to be included in its proxy statement to Stockholders in
accordance with the Exchange Act and such rules or regulations.

        (g)        Nothing in this Section 2.13 shall be deemed to affect any
rights of Stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 of the Exchange Act.

        (h)        Reference is made to Section 3.4 for procedures relating to
the nomination of any person for election or reelection as a director of the
Corporation.

        Section 2.14. Action without Meeting.  No action shall be taken by
Stockholders except at a meeting of Stockholders.  Stockholders may not act by
written consent in lieu of a meeting.


                                  ARTICLE III

             Board of Directors -- Powers, Number, Classification,
         Nominations, Resignations, Removal, Vacancies and Compensation

        Section 3.1.  Management.  The business and property of the Corporation
shall be managed by and under the direction of the Board of Directors.  In
addition to the powers and authorities expressly conferred upon the Board of
Directors by these Bylaws, the Board of Directors may exercise all the powers
of the Corporation and do all such lawful acts and things as are not by law, by
the Certificate of Incorporation or by these Bylaws directed or required to be
exercised or done by the Stockholders.

        Section 3.2.  Number and Qualification.  The number of directors shall
be fixed from time to time exclusively pursuant to resolution adopted by a
majority of the Whole Board, but shall consist of not less than three nor more
than 15 directors, subject, however, to increases above 15 members as may be
required in order to permit the holders of any series of preferred stock of the
Corporation to elect directors under specified circumstances.  The directors
need not be Stockholders nor residents of the State of Delaware.  Each director
must have attained  21 years of age.

        Section 3.3.  Election; Term of Office.  (a) Subject to Sections 3.7
and 3.8, the directors shall be elected annually by Stockholders.  Each
director shall hold office until his successor is elected and qualified or
until his earlier death, resignation or removal.

        (b)        Directors shall be elected by Stockholders only at annual
meetings of Stockholders, except that if any such annual meeting is not held or
if any director to be elected thereat is not elected, such director may be
elected at any special meeting of Stockholders held for that purpose.





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        (c)        No decrease in the number of directors constituting the
Whole Board shall have the effect of shortening the term of any incumbent
director.

        Section 3.4.      Nominations.  (a) Notwithstanding anything in these
Bylaws to the contrary, only persons who are nominated in accordance with the
procedures hereinafter set forth in this Section 3.4 shall be eligible for
election as directors of the Corporation.

        (b)        Nominations of persons for election to the Board of Directors
at a meeting of Stockholders may be made only (i) by or at the direction of the
Board of Directors or (ii) by any Stockholder entitled to vote for the election
of directors at the meeting who satisfies the eligibility requirements (if any)
set forth in the Certificate of Incorporation and who complies with the notice
procedures set forth in this Section 3.4 and in the Certificate of
Incorporation; provided, however, Stockholders may not nominate persons for
election to the Board of Directors at any special meeting of Stockholders unless
the business to be transacted at such special meeting, as set forth in the
notice of such meeting, includes the election of directors.  Nominations by
Stockholders shall be made pursuant to timely notice in writing to the
Secretary.  To be timely, a Stockholder's notice given in the context of an
annual meeting of Stockholders shall be delivered to or mailed and received at
the principal executive office of the Corporation not less than 120 days nor
more than 150 days in advance of the first anniversary of the date of the
Corporation's proxy statement released to Stockholders in connection with the
previous year's annual meeting of Stockholders; provided, however, that if no
annual meeting was held in the previous year or the date of the annual meeting
of Stockholders has been changed by more than 30 calendar days from the date
contemplated at the time of the previous year's proxy statement, the notice must
be received by the Corporation at least 80 days prior to the date the
Corporation intends to distribute its proxy statement with respect to such
meeting.  To be timely, a Stockholder's notice given in the context of a special
meeting of Stockholders shall be delivered to or mailed and received at the
principal executive office of the Corporation not earlier than the ninetieth day
prior to such special meeting and not later than the close of business on the
later of the seventieth day prior to such special meeting or the tenth day
following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to be
elected at such special meeting. For purposes of the foregoing, "public
announcement" means the disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Any meeting
of Stockholders which is adjourned and will reconvene within 30 days after the
meeting date as originally noticed shall, for purposes of any notice
contemplated by this paragraph (b), be deemed to be a continuation of the
original meeting and no nominations by a Stockholder of persons to be elected
directors of the Corporation may be made at any such reconvened meeting other
than pursuant to a notice that was timely for the meeting on the date originally
noticed.

      (c)          Each notice given by a Stockholder as contemplated by
paragraph (b) above shall set forth the following information, in addition to
any other information or matters required by the Certificate of Incorporation:





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        (i)        as to each person whom the Stockholder proposes to nominate
      for election or re-election as a director, (A) the exact name of such
      person, (B) such person's age, principal occupation, business address and
      telephone number and residence address and telephone number, (C) the
      number of shares (if any) of each class of stock of the Corporation owned
      directly or indirectly by such person and (D) all other information
      relating to such person that is required to be disclosed in solicitations
      of proxies for election of directors pursuant to Regulation 14A under the
      Exchange Act or any successor regulation thereto (including such person's
      notarized written acceptance of such nomination, consent to being named
      in the proxy statement as a nominee and statement of intention to serve
      as a director if elected);

        (ii)        as to the Stockholder giving the notice, (A) his name and
      address, as they appear on the Corporation's books, (B) his principal
      occupation, business address and telephone number and residence address
      and telephone number, (C) the class and number of shares of the
      Corporation which are held of record or beneficially owned by him and (D)
      the dates upon which he acquired such shares of stock and documentary
      support for any claims of beneficial ownership; and

        (iii)      a description of all arrangements or understandings between
      the Stockholder giving the notice and each nominee and any other person
      or persons (naming such person or persons) pursuant to which the
      nomination or nominations are to be made by 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.

        (d)        The foregoing right of a Stockholder to nominate a person
for election or reelection to the Board of Directors shall be subject to such
conditions, restrictions and limitations as may be imposed by the Certificate
of Incorporation.

        (e)        Nothing in this Section 3.4 shall be deemed to affect any
rights of Stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 of the Exchange Act.

        (f)        The chairman of a meeting of Stockholders shall have the
power and duty to determine whether a nomination was made in accordance with
the procedures set forth in this Section 3.4 and, if any nomination is not in
compliance with this Section 3.4, to declare that such defective nomination
shall be disregarded.

        Section 3.5.  Resignations.  Any director may resign at any time by
giving written notice to the Board of Directors or the Secretary.  Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein.  Acceptance of such resignation shall not be
necessary to make it effective.





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        Section 3.6.  Removal.  No director may be removed before the
expiration of his term of office except for cause and then only by the
affirmative vote of the holders of not less than a majority of the voting power
of all outstanding Voting Stock, voting together as a single class.  The Board
of Directors may not remove any director, and no recommendation by the Board of
Directors that a director be removed may be made to the Stockholders unless
such recommendation is set forth in a resolution adopted by the affirmative
vote of not less than 66-2/3% of the Whole Board.

        Section 3.7.  Vacancies.  (a)  In case any vacancy shall occur on the
Board of Directors because of death, resignation or removal, such vacancy may
be filled by a majority of the directors remaining in office (though less than
a quorum), and the director so appointed shall serve for the unexpired term of
his predecessor or until his successor is elected and qualified or until his
earlier death, resignation or removal.  If there are no directors then in
office, an election of directors may be held in the manner provided by
applicable law.

        (b)        Any newly-created directorship resulting from any increase
in the number of directors constituting the Whole Board may be filled by a
majority of the directors then in office (though less than a quorum), and the
director so appointed shall be assigned to such class of directors as such
majority directors shall determine.  Each director so appointed shall hold
office until his successor is elected and qualified or until his earlier death,
resignation or removal.

        (c)        Except as expressly provided in these Bylaws or the
Certificate of Incorporation or as otherwise provided by law, Stockholders
shall not have any right to fill vacancies on the Board of Directors, including
newly-created directorships.

        (d)        If, as a result of a disaster or emergency (as determined in
good faith by the then remaining directors), it becomes impossible to ascertain
whether or not vacancies exist on the Board of Directors and a person is or
persons are elected by the directors, who in good faith believe themselves to
be a majority of the remaining directors, to fill a vacancy or vacancies that
such remaining directors in good faith believe exists, then the acts of such
person or persons who are so elected as directors shall be valid and binding
upon the Corporation and the Stockholders, although it may subsequently develop
that at the time of the election (i) there was in fact no vacancy or vacancies
existing on the Board of Directors or (ii) the directors who so elected such
person or persons did not in fact constitute a majority of the remaining
directors.

        Section 3.8.  Subject to Rights of Holders of Preferred Stock.
Notwithstanding the foregoing provisions of this Article III, if the
resolutions of the Board of Directors creating any series of preferred stock of
the Corporation entitle the holders of such preferred stock, voting separately
by series, to elect additional directors under specified circumstances, then
all provisions of such resolutions relating to the nomination, election, term
of office, removal, filling of vacancies and other features of such
directorships shall, as to such directorships, govern and control over any
conflicting provisions of this Article III.





                                      -11-
<PAGE>   12
        Section 3.9.  Compensation.  The Board of Directors shall have the
authority to fix, and from time to time to change, the compensation of
directors.  Each director shall be entitled to reimbursement from the
Corporation for his reasonable expenses incurred in attending meetings of the
Board of Directors (or any committee thereof) and meetings of the Stockholders.
Nothing contained in these Bylaws shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.


                                   ARTICLE IV

                   Board of Directors -- Meetings and Actions

        Section 4.1.  Place of  Meetings.  The directors may hold their
meetings and have one or more offices, and keep the books of the Corporation,
in such place or places, within or without the State of Delaware, as the Board
of Directors may from time to time determine.

        Section 4.2.  Regular Meetings.  Regular meetings of the Board of
Directors may be held without notice at such time and place, within or without
the State of Delaware, as shall from time to time be determined by the Board of
Directors.  Except as otherwise provided by applicable law, any business may be
transacted at any regular meeting of the Board of Directors.

        Section 4.3.  Special Meetings.  Special meetings of the Board of
Directors shall be called by the Secretary at the request of the Chairman of
the Board (if any) or the Chief Executive Officer on not less than notice 24
hours' notice to each director, specifying the time, place and purpose of the
meeting.  Special meetings shall be called by the Secretary on like notice at
the written request of any two directors, which request shall state the purpose
of the meeting.

        Section 4.4.  Quorum; Voting.  (a)   At all meetings of the Board of
Directors, a majority of the Whole Board shall be necessary and sufficient to
constitute a quorum for the transaction of business.  If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time (without notice other than
announcement at the meeting) until a quorum shall be present.  A meeting of the
Board of Directors at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors; provided,
however, that no action of the remaining directors shall constitute the act of
the Board of Directors unless the action is approved by at least a majority of
the required quorum for the meeting or such greater number of directors as
shall be required by applicable law, by the Certificate of Incorporation or by
these Bylaws.

        (b)        The act of a majority of the directors present at any
meeting of the Board of Directors at which there is a quorum shall be the act
of the Board of Directors unless by express provision of law, the Certificate
of Incorporation or these Bylaws a different vote is required, in which case
such express provision shall govern and control.





                                      -12-
<PAGE>   13
        Section 4.5.  Conduct of Meetings.  At meetings of the Board of
Directors, business shall be transacted in such order as shall be determined by
the chairman of the meeting unless the Board of Directors shall otherwise
determine the order of business.  The Board of Directors shall keep regular
minutes of its proceedings which shall be placed in the minute book of the
Corporation.

        Section 4.6.  Presumption of Assent.  A director 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 such action unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof or shall forward any dissent by
certified or registered mail to the Secretary immediately after the adjournment
of the meeting.  Such right to dissent shall not apply to any director who
voted in favor of such action.

        Section 4.7.  Action without Meeting.  Unless otherwise provided in the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors may be taken without a
meeting if all directors consent thereto in writing.  All such written consents
shall be filed with the minutes of proceedings of the Board of Directors.

        Section 4.8.  Telephonic Meetings.  Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of Directors
may participate in a meeting of the Board of Directors by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at such meeting.


                                   ARTICLE V

                      Committees of the Board of Directors

        Section 5.1.  Executive Committee.  (a)  The Board of Directors may, by
resolution adopted by the affirmative vote of a majority of the Whole Board,
designate an Executive Committee which, during the intervals between meetings
of the Board of Directors and subject to Section 5.11, shall have and may
exercise, in such manner as it shall deem to be in the best interests of the
Corporation, all of the powers of the Board of Directors in the management or
direction of the business and affairs of the Corporation, except as reserved to
the Board of Directors or as delegated by the Board of Directors to another
committee of the Board of Directors or as may be prohibited by law.  The
Executive Committee shall consist of not less than two directors, the exact
number to be determined from time to time by the affirmative vote of a majority
of the Whole Board. None of the members of the Executive Committee need be an
officer of the Corporation.

        (b)        Meetings of the Executive Committee may be called at any
time by the Chairman of the Board (if any) or the Chief Executive Officer on
not less than one day's notice to each member given verbally or in writing,
which notice shall specify the time, place and purpose of the meeting.





                                      -13-
<PAGE>   14
        Section 5.2.  Other Committees.  The Board of Directors may, by
resolution adopted by a majority of the Whole Board, establish additional
standing or special committees of the Board of Directors, each of which shall
consist of two or more directors (the exact number to be determined from time
to time by the Board of Directors) and, subject to Section 5.11, shall have
such powers and functions as may be delegated to it by the Board of Directors.
No member of any such additional committee need be an officer of the
Corporation.

        Section 5.3. Term.  Each member of a committee of the Board of
Directors shall serve as such until the earliest of (i) his death, (ii) the
expiration of his term as a director, (iii) his resignation as a member of such
committee or as a director and (iv) his removal as a member of such committee
or as a director.

        Section 5.4.  Committee Changes; Removal.  The Board of Directors shall
have the power at any time to fill vacancies in, to change the membership of
and to abolish any committee of the Board of Directors; provided, however, that
no such action shall be taken in respect of the Executive Committee unless
approved by a majority of the Whole Board.

        Section 5.5.  Alternate Members.  The Board of Directors may designate
one or more directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the committee.  If no
alternate members have been so appointed or each such alternate committee
member is absent or disqualified, the committee member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any absent or disqualified
member.

        Section 5.6.  Rules and Procedures.  (a) The Board of Directors may
designate one member of each committee as chairman of such committee; provided,
however, that, except as provided in the following sentence, no person shall be
designated as chairman of the Executive Committee unless approved by a majority
of the Whole Board.  If a chairman is not so designated for any committee, the
members thereof shall designate a chairman.

        (b)        Each committee shall adopt its own rules (not inconsistent
with these Bylaws or with any specific direction as to the conduct of its
affairs as shall have been given by the Board of Directors) governing the time,
place and method of holding its meetings and the conduct of its proceedings and
shall meet as provided by such rules.

        (c)        If a committee is comprised of an odd number of members, a
quorum shall consist of a majority of that number.  If a committee is comprised
of an even number of members, a quorum shall consist of one-half of that
number.  If a committee is comprised of two members, a quorum shall consist of
both members.

        (d)        Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when requested.





                                      -14-
<PAGE>   15
        (e)        Unless otherwise provided by these Bylaws or by the rules
adopted by any committee, notice of the time and place of each meeting of such
committee shall be given to each member of such committee as provided in these
Bylaws with respect to notices of special meetings of the Board of Directors.

        Section 5.7.  Presumption of Assent.  A member of a committee of the
Board of Directors who is present at a meeting of such committee at which
action on any corporate matter is taken shall be presumed to have assented to
such action unless his dissent shall be entered in the minutes of the meeting
or unless he shall file his written dissent to such action with the person
acting as secretary of the meeting before the adjournment thereof or shall
forward any dissent by certified or registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting.  Such right to
dissent shall not apply to any member who voted in favor of such action.

        Section 5.8.  Action without Meeting.  Unless otherwise provided in the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of a committee of the Board of Directors may be
taken without a meeting if all members of such committee consent thereto in
writing.  All such written consents shall be filed with the minutes of
proceedings of such committee.

        Section 5.9.  Telephonic Meetings.  Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of any committee of the
Board of Directors may participate in a meeting of such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at such meeting.

        Section 5.10.  Resignations.  Any committee member may resign at any
time by giving written notice to the Board of Directors or the Secretary.  Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein.  Acceptance of such resignation shall not be
necessary to make it effective.

        Section 5.11.   Limitations on Authority.  Unless otherwise provided in
the Certificate of Incorporation, no committee of the Board of Directors shall
have the power or authority to (i) authorize an amendment to the Certificate of
Incorporation, (ii) adopt an agreement of merger or consolidation, recommend to
the Stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, (iii) recommend to the Stockholders a
dissolution of the Corporation or a revocation of a dissolution, (iv) amend
these Bylaws, (v) declare a dividend or other distribution on, or authorize the
issuance, purchase or redemption of, securities of the Corporation, (vi) elect
any officer of the Corporation or (vii) approve any material transaction
between the Corporation and one or more of its directors, officers or employees
or between the Corporation and any corporation, partnership, association or
other organization in which one or more of its directors, officers or employees
are directors or officers or have a financial interest; provided, however, that
the Executive Committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of preferred stock adopted by
the Board of Directors as provided in the





                                      -15-
<PAGE>   16
Certificate of Incorporation, fix the designations and any of the preferences
or rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the Corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes of stock of
the Corporation or fix the number of shares of any series of stock or authorize
the decrease or increase of the shares of any such series.


                                   ARTICLE VI

                                    Officers

        Section 6.1.  Number; Titles; Qualification; Term of Office.  (a) The
officers of the Corporation shall be a Chief Executive Officer, a President, a
Secretary and a Treasurer.  The Board of Directors from time to time may also
elect such other officers (including, without limitation, a Chairman of the
Board and one or more Vice Presidents) as the Board of Directors deems
appropriate or necessary.  Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his earlier
death, resignation or removal.  Any two or more offices may be held by the same
person, but no officer shall execute any instrument in more than one capacity
if such instrument is required by law or any act of the Corporation to be
executed or countersigned by two or more officers.  None of the officers need
be a Stockholder or a resident of the State of Delaware.  No officer (other
than the Chairman of the Board, if any) need be a director.

        (b)        The Board of Directors may delegate to the Chairman of the
Board (if any) and/or the Chief Executive Officer the power to appoint one or
more employees of the Corporation as divisional or departmental vice presidents
and fix their duties as such appointees.  However, no such divisional or
departmental vice presidents shall be considered an officer of the Corporation,
the officers of the Corporation being limited to those officers elected by the
Board of Directors.

        Section 6.2.  Election.  At the first meeting of the Board of Directors
after each annual meeting of Stockholders at which a quorum shall be present,
the Board of Directors shall elect the officers of the Corporation.

        Section 6.3  Removal.  Any officer may be removed, either with or
without cause, by the Board of Directors; provided, however, that (i) the
Chairman of the Board (if any) and the Chief Executive Officer may be removed
only by the affirmative vote of a majority of the Whole Board and (ii) the
removal of any officer shall be without prejudice to the contract rights, if
any, of such officer.  Election or appointment of an officer shall not of
itself create contract rights.

        Section 6.4.  Resignations.  Any officer may resign at any time by
giving written notice to the Board of Directors, the Chairman of the Board (if
any) or the Chief Executive Officer.  Any such resignation shall take effect on
receipt of such notice or at any later time specified therein.  Unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make





                                      -16-
<PAGE>   17
it effective.  Any such resignation is without prejudice to the rights, if any,
of the Corporation under any contract to which the officer is a party.

        Section 6.5.  Vacancies.  If a vacancy shall occur in any office
because of death, resignation, removal, disqualification or any other cause,
the Board of Directors may elect or appoint a successor to fill such vacancy
for the remainder of the term.

        Section 6.6.  Salaries.  The salaries of all officers of the
Corporation shall be fixed by the Board of Directors or pursuant to its
direction, and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the Corporation.

        Section 6.7.  Chairman of the Board.  The Chairman of the Board (if
any) shall have all powers and shall perform all duties incident to the office
of Chairman of the Board and such other powers and duties as may be prescribed
by the Board of Directors or these Bylaws.  The Chairman of the Board, if
present, shall preside at all meetings of the Board of Directors and of the
Stockholders.  During the time of any vacancy in the office of Chief Executive
Officer or in the event of the absence or disability of the Chief Executive
Officer, the Chairman of the Board shall have the duties and powers of the
Chief Executive Officer unless otherwise determined by the Board of Directors.
In no event shall any third party having dealings with the Corporation be bound
to inquire as to any facts required by the terms of this Section 6.7 for the
exercise by the Chairman of the Board of the powers of the Chief Executive
Officer.

        Section 6.8.  Chief Executive Officer.  (a)  The Chief Executive
Officer shall be the chief executive officer of the Corporation and, subject to
the supervision, direction and control of the Board of Directors, shall have
general supervision, direction and control of the business and officers of the
Corporation with all such powers as may be reasonably incident to such
responsibilities. He shall have the general powers and duties of management
usually vested in the chief executive officer of a corporation.

        (b)         During the time of any vacancy in the office of  Chairman
of the Board or in the event of the absence or disability of the Chairman of
the Board, the Chief Executive Officer shall have the duties and powers of the
Chairman of the Board unless otherwise determined by the Board of Directors.
During the time of any vacancy in the office of President or in the event of
the absence or disability of the President, the Chief Executive Officer shall
have the duties and powers of the President unless otherwise determined by the
Board of Directors.  In no event shall any third party having any dealings with
the Corporation be bound to inquire as to any facts required by the terms of
this Section 6.8 for the exercise by the Chief Executive Officer of the powers
the Chairman of the Board or the President.

        Section 6.9. President.  (a)  The President shall be the chief
operating officer of the Corporation and, subject to the supervision, direction
and control of the Chief Executive Officer and the  Board of Directors, shall
manage the day-to-day operations of the Corporation.  He shall have the general
powers and duties of management usually vested in the chief operating officer
of a





                                      -17-
<PAGE>   18
corporation and such other powers and duties as may be assigned to him by the
Board of Directors, the Chief Executive Officer or these Bylaws.

        (b)        During the time of any vacancy in the offices of the
Chairman of the Board and Chief Executive Officer or in the event of the
absence or disability of the Chairman of the Board and the Chief Executive
Officer, the President shall have the duties and powers of the Chief Executive
Officer unless otherwise determined by the Board of Directors.  In no event
shall any third party having any dealings with the Corporation be bound to
inquire as to any facts required by the terms of this Section 6.9 for the
exercise by the President of the powers the Chief Executive Officer.

        Section 6.10.  Vice Presidents.  In the absence or disability of the
President, the Vice Presidents, if any, in order of their rank as fixed by the
Board of Directors, or if not ranked, the Vice President designated by the
President, shall perform all the duties of the President as chief operating
officer of the Corporation, and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the President as chief operating
officer of the Corporation.  In no event shall any third party having dealings
with the Corporation be bound to inquire as to any facts required by the terms
of this Section 6.10 for the exercise by any Vice President of the powers of
the President as chief operating officer of the Corporation.  The Vice
Presidents shall have such other powers and perform such other duties as from
time to time may be assigned to them by the Board of Directors, the Chief
Executive Officer or the President.

        Section 6.11.  Treasurer.  The Treasurer shall (i) have custody of the
Corporation's funds and securities, (ii) keep full and accurate account of
receipts and disbursements, (iii) deposit all monies and valuable effects in
the name and to the credit of the Corporation in such depository or
depositories as may be designated by the Board of Directors and (iv) perform
such other duties as may be prescribed by the Board of Directors or the Chief
Executive Officer.

        Section 6.12.   Assistant Treasurers.  Each Assistant Treasurer shall
have such powers and duties as may be assigned to him by the Board of
Directors, the Chief Executive Officer or the President.  In case of the
absence or disability of the Treasurer, the Assistant Treasurer designated by
the President (or, in the absence of such designation, the Treasurer) shall
perform the duties and exercise the powers of the Treasurer during the period
of such absence or disability.  In no event shall any third party having
dealings with the Corporation be bound to inquire as to any facts required by
the terms of this Section 6.12 for the exercise by any Assistant Treasurer of
the powers of the Treasurer under these Bylaws.

        Section 6.13.    Secretary. (a)  The Secretary shall keep or cause to
be kept, at the principal office of the Corporation or such other place as the
Board of Directors may order, a book of minutes of all meetings and actions of
the Board of Directors, committees of the Board of Directors and Stockholders,
with the time and place of holding, whether regular or special, and, if
special, how authorized, the notice thereof given, the names of those present
at meetings of the Board of Directors and committees thereof, the number of
shares present or represented at Stockholders' meetings and the proceedings
thereof.





                                      -18-
<PAGE>   19
        (b)        The Secretary shall keep, or cause to be kept, at the
principal office of the Corporation or at the office of the Corporation's
transfer agent or registrar, a share register, or a duplicate share register,
showing the names of all Stockholders and their addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the same and the number and date of cancellation of every certificate
surrendered for cancellation.

        (c)        The Secretary shall give, or cause to be given, notice of
all meetings of the Stockholders and of the Board of Directors required by
these Bylaws or by law to be given, and he shall keep the seal of the
Corporation, if one be adopted, in safe custody, and shall have such other
powers and perform such other duties as may be prescribed by the Board of
Directors, the Chairman of the Board (if any), the Chief Executive Officer, the
President or these Bylaws.

        (d)        The Secretary may affix the seal of the Corporation, if one
be adopted, to contracts of the Corporation.

        Section 6.14.   Assistant Secretaries.  Each Assistant Secretary shall
have such powers and duties as may be assigned to him by the Board of
Directors, the Chairman of the Board (if any), the Chief Executive Officer or
the President.  In case of the absence or disability of the Secretary, the
Assistant Secretary designated by the President (or, in the absence of such
designation, the Secretary) shall perform the duties and exercise the powers of
the Secretary during the period of such absence or disability.  In no event
shall any third party having dealings with the Corporation be bound to inquire
as to any facts required by the terms of this Section 6.14 for the exercise by
any Assistant Secretary of the powers of the Secretary under these Bylaws.


                                  ARTICLE VII

                                     Stock

        Section 7.1.  Certificates.  Certificates for shares of stock of the
Corporation shall be in such form as shall be approved by the Board of
Directors.  The certificates shall be signed (i) by the Chairman of the Board
(if any), the President or a Vice President and (ii) by the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer.

        Section 7.2.  Signatures on Certificates.  Any or all of the signatures
on the certificates may be a facsimile and the seal of the Corporation (or a
facsimile thereof), if one has been adopted, may be affixed thereto.  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, such
certificate 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.

        Section 7.3.  Legends.  The Board of Directors shall have the power and
authority to provide that certificates representing shares of stock of the
Corporation bear such legends and





                                      -19-
<PAGE>   20
statements (including, without limitation, statements relating to the powers,
designations, preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions of the shares
represented by such certificates) as the Board of Directors deems appropriate
in connection with the requirements of federal or state securities laws or
other applicable laws.

        Section 7.4.  Lost, Stolen or Destroyed Certificates.  The Board of
Directors, the Secretary and the Treasurer each may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, in each case upon the making of an affidavit of that fact by the
owner of such certificate, or his legal representative.  When authorizing such
issue of a new certificate or certificates, the Board of Directors, the
Secretary or the Treasurer, as the case may be, may, in its or his discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as the Board of Directors,
the Secretary or the Treasurer, as the case may be, shall require and/or to
furnish the Corporation a bond in such form and substance and with such surety
as the Board of Directors, the Secretary or the Treasurer, as the case may be,
may direct as indemnity against any claim, or expense resulting from any claim,
that may be made against the Corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.

        Section 7.5.  Transfers of Shares.   Shares of stock of the Corporation
shall be transferable only on the books of the Corporation by the holders
thereof in person or by their duly authorized attorneys or legal
representatives.  Upon surrender to the Corporation, or the transfer agent of
the Corporation, of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, the
Corporation or its transfer agent shall issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
the Corporation's books.

        Section 7.6.  Registered Stockholders.  The Corporation shall be
entitled to treat the holder of record of any share of stock of the Corporation
as the holder in fact thereof and, accordingly, shall not be bound to recognize
any equitable or other claim or interest in such share on the part of any other
person, whether or not the Corporation shall have express or other notice
thereof, except as expressly provided by the laws of the State of Delaware.

        Section 7.7.  Regulations.  The Board of Directors shall have the power
and authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer and registration or the replacement of
certificates for shares of stock of the Corporation.  The Board of Directors
may (i) appoint and remove transfer agents and registrars of transfers and (ii)
require all stock certificates to bear the signature of any such transfer agent
and/or any such registrar of transfers.

        Section 7.8.  Stock Options, Warrants, etc.  Unless otherwise expressly
prohibited in the resolutions of the Board of Directors creating any class or
series of preferred stock of the





                                      -20-
<PAGE>   21
Corporation, the Board of Directors shall have the power and authority to
create and issue (whether or not in connection with the issue and sale of any
stock or other securities of the Corporation) warrants, rights or options
entitling the holders thereof to purchase from the Corporation any shares of
capital stock of the Corporation of any class or series or any other securities
of the Corporation for such consideration and to such persons, firms or
corporations as the Board of Directors, in its sole discretion, may determine,
setting aside from the authorized but unissued stock of the Corporation the
requisite number of shares for issuance upon the exercise of such warrants,
rights or options.  Such warrants, rights and options shall be evidenced by one
or more instruments approved by the Board of Directors.  The Board of Directors
shall be empowered to set the exercise price, duration, time for exercise and
other terms of such warrants, rights and operations; provided, however, that
the consideration to be received for any shares of capital stock subject
thereto shall not be less than the par value thereof.

                                  ARTICLE VIII

                                Indemnification

        Section 8.1. Third Party Actions.  The Corporation (i) shall, to the
maximum extent permitted from time to time under the laws of the State of
Delaware, indemnify every person who is or was a party or is or was threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation), by reason of the fact
that such person is or was a director or officer of the Corporation or any of
its direct or indirect subsidiaries or is or was serving at the request of the
Corporation or any of its direct or indirect subsidiaries as a director,
officer or fiduciary of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, and (ii) may, to the maximum extent
permitted from time to time under the laws of the State of Delaware, indemnify
every person who is or was a party or is or was threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation), by reason of the fact that such person is or was
an employee or agent of the Corporation or any of its direct or indirect
subsidiaries or is or was serving at the request of the Corporation or any of
its direct or indirect subsidiaries as an employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including counsel fees), judgments, fines and
amounts paid or owed in settlement, actually and reasonably incurred by such
person  or rendered or levied against such person  in connection with such
action, suit or proceeding, if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests
of the Corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.  The termination of
any action, suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent shall not, in itself, create a
presumption that the person did not act in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests
of the Corporation or, with respect to any criminal action or proceeding, that
the person had reasonable cause to believe that his conduct was unlawful. Any
person seeking indemnification under this





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<PAGE>   22
Section 8.1 shall be deemed to have met the standard of conduct required for
such indemnification unless the contrary is established.

        Section 8.2.  Actions By or in the Right of the Corporation.  The
Corporation (i) shall, to the maximum extent permitted from time to time under
the laws of the State of Delaware,  indemnify every person who is or was a
party or who is or was threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director or officer of the Corporation or any of its direct or indirect
subsidiaries or is or was serving at the request of the Corporation or any of
its direct or indirect subsidiaries as a director, officer or fiduciary of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, and (ii) may, to the maximum extent permitted from time to
time under the laws of the State of Delaware,  indemnify every person who is or
was a party or who is or was threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such person is or
was an employee or agent of the Corporation or any of its direct or indirect
subsidiaries or is or was serving at the request of the Corporation or any of
its direct or indirect subsidiaries as an employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including counsel fees) actually and reasonably
incurred by such person  in connection with the defense or settlement or such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation; provided, however, that no indemnification shall be made with
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnification.

        Section 8.3.  Expenses.  Expenses incurred by a director or officer of
the Corporation or any of its direct or indirect subsidiaries in defending a
civil or criminal action, suit or proceeding shall be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article VIII.  Such
expenses incurred by other employees and agents of the Corporation and other
persons eligible for indemnification under this Article VIII may be paid upon
such terms and conditions, if any, as the Board of Directors deems appropriate.

        Section 8.4.  Non-exclusivity.  The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VIII shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any provision of law, the
Certificate of Incorporation, the certificate of incorporation or bylaws or
other governing documents of any direct or indirect subsidiary of the
Corporation, under any agreement, vote of stockholders or disinterested
directors or under any policy or policies of insurance maintained by the
Corporation on behalf of any person or otherwise, both as to action in his
official





                                      -22-
<PAGE>   23
capacity and as to action in another capacity while holding any of the
positions or having any of the relationships referred to in this Article VIII.

        Section 8.5. Enforceability.  The provisions of this Article VIII  (i)
are for the benefit of, and may be enforced directly by, each director or
officer of the Corporation the same as if set forth in their entirety in a
written instrument executed and delivered by the Corporation and such director
or officer and (ii) constitute a continuing offer to all present and future
directors and officers of the Corporation.  The Corporation, by its adoption of
these Bylaws, (A) acknowledges and agrees that each present and future director
and officer of the Corporation has relied upon and will continue to rely upon
the provisions of this Article VIII in becoming, and serving as, a director or
officer of the Corporation or, if requested by the Corporation, a director,
officer or fiduciary or the like of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, (B) waives reliance
upon, and all notices of acceptance of, such provisions by such directors and
officers and (C) acknowledges and agrees that no present or future director or
officer of the Corporation shall be prejudiced in his right to enforce directly
the provisions of this Article VIII in accordance with their terms by any act
or failure to act on the part of the Corporation.

        Section 8.6.  Survival.  The provisions of this Article VIII shall
continue as to any person who has ceased to be a director or officer of the
Corporation and shall inure to the benefit of the estate, executors,
administrators, heirs, legatees and devisees of any person entitled to
indemnification under this Article VIII.

        Section 8.7.  Amendment.  No amendment, modification or repeal of this
Article VIII  or any provision hereof shall in any  manner terminate, reduce or
impair the right of any past, present or future director or officer of the
Corporation to be indemnified by the Corporation, nor the obligation of the
Corporation to indemnify any such director or officer, under and in accordance
with the provisions of this Article VIII as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising, in whole or
in part, from a state of facts extant on the date of, or relating to matters
occurring prior to, such amendment, modification or repeal, regardless of when
such claims may arise or be asserted.

        Section 8.8.  Definitions.  For purposes of this Article VIII, (i)
reference to any person shall include the estate, executors, administrators,
heirs, legatees and devisees of such person, (ii) "employee benefit plan" and
"fiduciary" shall be deemed to include, but not be limited to, the meaning set
forth, respectively, in sections 3(3) and 21(A) of the Employee Retirement
Income Security Act of 1974, as amended, (iii) references to the judgments,
fines and amounts paid or owed in settlement or rendered or levied shall be
deemed to encompass and include excise taxes required to be paid pursuant to
applicable law in respect of any transaction involving an employee benefit plan
and (iv) references to the Corporation shall be deemed to include any
predecessor corporation or entity and any constituent corporation or entity
absorbed in a merger, consolidation or other reorganization of or by the
Corporation which, if its separate existence had continued, would have had
power and authority to indemnify its directors, officers, employees, agents and
fiduciaries so that any person who was a director, officer, employee, agent or
fiduciary of such predecessor or





                                      -23-
<PAGE>   24
constituent corporation or entity, or served at the request of such predecessor
or constituent corporation or entity as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall stand in the same position under the
provisions of this Article VIII with respect to the Corporation as such person
would have with respect to such predecessor or constituent corporation  or
entity if its separate existence had continued.


                                   ARTICLE IX

                              Notices and Waivers

        Section 9.1.  Methods of Giving Notices.  Whenever, by applicable law,
the Certificate of Incorporation or these Bylaws, notice is required to be
given to any Stockholder, any director or any member of a committee of the
Board of Directors and no provision is made as to how such notice shall be
given, personal notice shall not be required and such notice may be given (i)
in writing, by mail, postage prepaid, addressed to such Stockholder, director
or committee member at his address as it appears on the books or (in the case
of a Stockholder) the stock transfer records of the Corporation or (ii) by any
other method permitted by law (including, but not limited to, overnight courier
service, telegram, telex or telecopier).  Any notice required or permitted to
be given by mail shall be deemed to be delivered and given at the time when the
same is deposited in the United States mail as aforesaid.  Any notice required
or permitted to be given by overnight courier service shall be deemed to be
delivered and given one business day after delivery to such service with all
charges prepaid and addressed as aforesaid.  Any notice required or permitted
to be given by telegram, telex or telecopy shall be deemed to be delivered and
given at the time transmitted with all charges prepaid and addressed as
aforesaid.

        Section 9.2.  Waiver of Notice.  Whenever any notice is required to be
given to any Stockholder, director or member of a committee of the Board of
Directors by applicable law, the Certificate of Incorporation or these Bylaws,
a waiver thereof in writing signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be equivalent to
the giving of such notice.  Attendance of a Stockholder (whether in person or
by proxy), director or committee member at a meeting shall constitute a waiver
of notice of such meeting, except where such person attends for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.


                                   ARTICLE X

                            Miscellaneous Provisions

        Section 10.1. Dividends.  Subject to applicable law and the provisions
of the Certificate of Incorporation, dividends may be declared by the Board of
Directors at any meeting and may be





                                      -24-
<PAGE>   25
paid in cash, in property or in shares of the Corporation's capital stock.  Any
such declaration shall be at the discretion of the Board of Directors.  A
director shall be fully protected in relying in good faith upon the books of
account of the Corporation or statements prepared by any of its officers as to
the value and amount of the assets, liabilities or net profits of the
Corporation or any other facts pertinent to the existence and amount of surplus
or other funds from which dividends might properly be declared.

        Section 10.2.  Reserves.  There may be created by the Board of
Directors, out of funds of the Corporation legally available therefor, such
reserve or reserves as the Board of Directors from time to time, in its
absolute discretion, considers proper to provide for contingencies, to equalize
dividends or to repair or maintain any property of the Corporation, or for such
other purpose as the Board of Directors shall consider beneficial to the
Corporation, and the Board of Directors may thereafter modify or abolish any
such reserve in its absolute discretion.

        Section 10.3.  Checks.  All checks, drafts or other orders for payment
of money, notes or other evidences of indebtedness, issued in the name of or
payable to the Corporation shall be signed by such officer or officers or by
such employees or agents of the Corporation as may be designated from time to
time by the Board of Directors.

        Section 10.4.  Corporate Contracts and Instruments.  Subject always to
the specific directions of the Board of Directors, the Chairman of the Board
(if any), the President, any Vice President, the Secretary or the Treasurer may
enter into contracts and execute instruments in the name and on behalf of the
Corporation.  The Board of Directors and, subject to the specific directions of
the Board of Directors, the Chairman of the Board (if any) or the President may
authorize one or more officers, employees or agents of the Corporation to enter
into any contract or execute any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances.

        Section 10.5   Attestation.  With respect to any deed, deed of trust,
mortgage or other instrument executed by the Corporation through its duly
authorized officer or officers, the attestation to such execution by the
Secretary or an Assistant Secretary of the Corporation shall not be necessary
to constitute such deed, deed of trust, mortgage or other instrument a valid
and binding obligation of the Corporation unless the resolutions, if any, of
the Board of Directors authorizing such execution expressly state that such
attestation is necessary.

        Section 10.6.  Fiscal Year.  The fiscal year of the Corporation shall
be January 1 through December 31, unless otherwise fixed by the Board of
Directors.

        Section 10.7.  Seal.  The seal of the Corporation shall be such as
from time to time may be approved by the Board of Directors.





                                      -25-
<PAGE>   26
        Section 10.8.   Invalid Provisions.  If any part of these Bylaws shall
be invalid or inoperative for any reason, the remaining parts, so far as is
possible and reasonable, shall remain valid and operative.

        Section 10.9.   Headings.  The headings used in these Bylaws have been
inserted for administrative convenience only and shall not limit or otherwise
affect any of the provisions of these Bylaws.

        Section 10.10.  References/Gender/Number.  Whenever in these Bylaws the
singular number is used, the same shall include the plural where appropriate.
Words of any gender used in these Bylaws shall include the other gender where
appropriate.  In these Bylaws, unless a contrary intention appears, all
references to Articles and Sections shall be deemed to be references to the
Articles and Sections of these Bylaws.

        Section 10.11.  Amendments.  These Bylaws may be altered, amended or
repealed or new bylaws may be adopted by the affirmative vote of a majority of
the Whole Board; provided, however, that no such action shall be taken at any
special meeting of the Board of Directors unless notice of such action is
contained in the notice of such special meeting.  These Bylaws may not be
altered, amended or rescinded, nor may new bylaws be adopted, by the
Stockholders except by the affirmative vote of the holders of not less than
66-2/3% of the voting power of all outstanding Voting Stock, voting together as
a single class.  Each alteration, amendment or repeal of these Bylaws shall be
subject in all respects to Section 8.7.





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