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                                                                     EXHIBIT 3.2

                                  AMENDED AND RESTATED

                                        BYLAWS

                                          OF

                          SIGNAL INVESTMENT & MANAGEMENT CO.

                               (a Delaware corporation)


                                     ARTICLE I

                                    STOCKHOLDERS


          1.  CERTIFICATES REPRESENTING STOCK. Certificates representing 
stock in the corporation shall be signed by, or in the name of, the 
corporation by the Chairman or Vice-Chairman of the Board of Directors, if 
any, or by the President or a Vice-President and by the Treasurer or an 
Assistant Treasurer or the Secretary or an Assistant Secretary of the 
corporation. Any and all the signatures on any such certificate may be a 
facsimile. In case any officer, transfer agent, or registry who has signed or 
whose facsimile signature has been placed upon a certificate shall have 
ceased to be such officer, transfer agent, or registrar before such 
certificate is issued, it may be issued by the corporation with the same 
effect as if he were such officer, transfer agent, or registrar at the date 
of issue.

              Whenever the corporation shall be authorized to issue more 
than one class of stock or more than one series of any class of stock, and 
whenever the corporation shall issue any shares of its stock as partly paid 
stock, the certificates representing shares of any such class or series or of 
any such partly paid stock shall set forth thereon the statements prescribed 
by the General Corporation Law. Any restrictions on the transfer or 
registration of transfer of any shares of stock of any class or series shall 
be noted conspicuously on the certificate representing such shares.

              The corporation may issue a new certificate of stock or 
uncertificated shares in place of any certificate theretofore issued by it, 
alleged to have been lost, stolen, or destroyed, and the Board of Directors 
may require the owner of the lost, stolen, or destroyed certificate, or his 
legal representative, to give the corporation a bond sufficient to indemnify 
the corporation against any claim that may be made against it on account of 
the alleged loss, theft, or destruction of any such certificate or the 
issuance of any such new certificate or uncertificated shares.
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          2.  UNCERTIFICATED SHARES. Subject to any conditions imposed by the 
General Corporation Law, the Board of Directors of the corporation may 
provide by resolution or resolutions that some or all of any or all classes 
or series of the stock of the corporation shall be uncertificated shares. 
Within a reasonable time after the issuance or transfer of any uncertificated 
shares, the corporation shall send to the registered owner thereof the 
written notice prescribed by the General Corporation Law.

          3.  FRACTIONAL SHARE INTERESTS. The corporation may, but shall not 
be required to, issue fractions of a share. If the corporation does not issue 
fractions of a share, it shall (1) arrange for the disposition of fractional 
interests by those entitled thereto, (2) pay in cash the fair value of 
fractions of a share as of the time when those entitled to receive such 
fractions are determined, or (3) issue scrip or warrants in registered form 
(either represented by a certificate or uncertificated) or bearer form 
(represented by a certificate) which shall entitle the holder to receive a 
full share upon the surrender of such scrip or warrants aggregating a full 
share. A certificate for a fractional share or an uncertificated fractional 
share shall, but scrip or warrants shall not unless otherwise provided 
therein, entitle the holder to exercise voting rights, to receive dividends 
thereon, and to participate in any of the assets of the corporation in the 
event of liquidation. The Board of Directors may cause scrip or warrants to 
be issued subject to the conditions that they shall become void if not 
exchanged for certificates representing the full shares or uncertificated 
full shares before a specified date, or subject to the conditions that the 
shares for which scrip or warrants are exchangeable may be sold by the 
corporation and the proceeds thereof distributed to the holders of scrip or 
warrants, or subject to any other conditions which the Board of Directors may 
impose.

          4.  STOCK TRANSFERS. Upon compliance with provisions restricting 
the transfer or registration of transfer of shares of stock, if any, 
transfers or registration of transfers of shares of stock of the corporation 
shall be made only on the stock ledger of the corporation by the registered 
holder thereof, or by his attorney thereunto authorized by power of attorney 
duly executed and filed with the Secretary of the corporation or with a 
transfer agent or a registry, if any, and, in the case of shares represented 
by certificates, on surrender of the certificate or certificates for such 
shares of stock properly endorsed and the payment of all taxes due thereon.

          5.  RECORD DATE FOR STOCKHOLDERS. For the purpose of determining 
the stockholders entitled to notice of or to

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vote at any meeting of stockholders or any adjournment thereof, or to express 
consent to corporate action in writing without a meeting, or entitled to 
receive payment of any dividend or other distribution or the allotment of any 
rights, or entitled to exercise any rights in respect of any change, 
conversion, or exchange of stock or for the purpose of any other lawful 
action, the directors may fix, in advance, a record date, which shall not be 
more than sixty days nor less than ten days before the date of such meeting, 
nor more than sixty days prior to any other action. If no record date is 
fixed, 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; the record date for determining stockholders entitled to 
express consent to corporate action in writing without a meeting, when no 
prior action by the Board of Directors is necessary, shall be the day on 
which the first written consent is expressed; and 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 any 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.

          6.  MEANING OF CERTAIN TERMS. As used herein in respect of the 
right to notice of a meeting of stockholders or a waiver thereof or to 
participate or vote thereat or to consent or dissent in writing in lieu of a 
meeting, as the case may be, the term "share" or "shares" or "share of stock" 
or "shares of stock" or "stockholder" or "stockholders" refers to an 
outstanding share or shares of stock and to a holder or holders of record of 
outstanding shares of stock when the corporation is authorized to issue only 
one class of shares of stock, and said reference is also intended to include 
any outstanding share or shares of stock and any holder or holders of record 
of outstanding shares of stock of any class upon which or upon whom the 
certificate of incorporation confers such rights where there are two or more 
classes or series of shares of stock or upon which or upon whom the General 
Corporation Law confers such rights notwithstanding that the certificate of 
incorporation may provide for more than one class or series of shares of stock, 
one or more of which are limited or denied such rights thereunder; provided, 
however, that no such right shall vest in the event of an increase or a 
decrease in the authorized number of shares of stock of any class or series 
which is otherwise denied voting rights under the provisions of the 
certificate of incorporation, except as any provision of law may otherwise 
require.


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          7.  STOCKHOLDER MEETINGS.

          -  TIME.  The annual meeting shall be held on the date and at the 
time fixed, from time to time, by the directors, provided, that the first 
annual meeting shall be held on a date within thirteen months after the 
organization of the corporation, and each successive annual meeting shall be 
held on a date within thirteen months after the date of the preceding annual 
meeting. A special meeting shall be held on the date and at the time fixed by 
the directors.

          -  PLACE.  Annual meetings and special meetings shall be held at 
such place, within or without the State of Delaware, as the directors may, 
from time to time, fix. Whenever the directors shall fail to fix such place, 
the meeting shall be held at the registered office of the corporation in the 
State of Delaware.

          -  CALL.  Annual meetings and special meetings may be called by the 
directors or by any officer instructed by the directors to call the meeting.

          -  NOTICE OR WAIVER OF NOTICE.  Written notice of all meetings 
shall be given, stating the place, date, and hour of the meeting and stating 
the place within the city or other municipality or community at which the 
list of stockholders of the corporation may be examined. The notice of an 
annual meeting shall state that the meeting is called for the election of 
directors and for the transaction of other business which may properly come 
before the meeting, and shall (if any other action which could be taken at a 
special meeting is to be taken at such annual meeting) state the purpose or 
purposes. The notice of a special meeting shall in all instances state the 
purpose or purposes for which the meeting is called. The notice of any 
meeting shall also include, or be accompanied by, any additional statements, 
information, or documents prescribed by the General Corporation Law. Except 
as otherwise provided by the General Corporation Law, a copy of the notice of 
any meeting shall be given, personally or by mail, not less than ten days nor 
more than sixty days before the date of the meeting, unless the lapse of the 
prescribed period of time shall have been waived, and directed to each 
stockholder at his record address or at such other address which he may have 
furnished by request in writing to the Secretary of the corporation. Notice 
by mail shall be deemed to be given when deposited, with postage thereon 
prepaid, in the United States Mail. If a meeting is adjourned to another 
time, not more than thirty days hence, and/or to another place, and if an 
announcement of the adjourned time and/or place is made at the meeting, it 
shall not be necessary to give notice of the adjourned meeting unless the 
directors, after adjournment, fix a new record date for the adjourned 
meeting. Notice need not be given to any stockholder who submits a written 
waiver of notice signed by him before or after the time stated therein. 
Attendance of a stockholder at a meeting of stockholders shall


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constitute a waiver of notice of such meeting, except when the stockholder 
attends the meeting for the express purpose of objecting, at the beginning of 
the meeting, to the transaction of any business because the meeting is not 
lawfully called or convened. Neither the business to be transacted at, nor 
the purpose of, any regular or special meeting of the stockholders need be 
specified in any written waiver of notice.

          -  STOCKHOLDER LIST.  The officer who has charge of the stock 
ledger of the corporation shall prepare and make, at least ten days before 
every meeting of stockholder, a complete list of the stockholders, arranged 
in alphabetical order, and showing the address of each stockholder and the 
number of shares registered in the name of each stockholder. Such list shall 
be open to the examination of any stockholder, for any purpose germane to the 
meeting, during ordinary business hours, for a period of at least ten days 
prior to the meeting, either at a place within the city or other municipality 
or community where the meeting is to be held, which place shall be specified 
in the notice of the meeting, or if not so specified, at the place where the 
meeting is to be held. The list shall also be produced and kept at the time 
and place of the meeting during the whole time thereof, and may be inspected 
by any stockholder who is present. The stock ledger shall be the only 
evidence as to who are the stockholders entitled to examine the stock ledger, 
the list required by this section or the books of the corporation, or to vote 
at any meeting of stockholders.

          -  CONDUCT OF MEETING.  Meetings of the stockholders shall be 
presided over by one of the following officers in the order of seniority and 
if present and acting--the Chairman of the Board, if any, the Vice-Chairman 
of the Board, if any, the President, a Vice-President, or, if none of the 
foregoing is in office and present and acting, by a chairman to be chosen by 
the stockholders. The Secretary of the corporation, or in his absence, an 
Assistant Secretary, shall act as secretary of every meeting, but if neither 
the Secretary nor an Assistant Secretary is present the Chairman of the 
meeting shall appoint a secretary of the meeting.

          -  PROXY REPRESENTATION.  Every stockholder may authorize another 
person or persons to act for him by proxy in all matters in which a 
stockholder is entitled to participate, whether by waiving notice of any 
meeting, voting or participating at a meeting, or expressing consent or 
dissent without a meeting. Every proxy must be signed by the stockholder or 
by his attorney-in-fact. No proxy shall be voted or acted upon after three 
years from its date unless such proxy provides for a longer period. A duly 
executed proxy shall be irrevocable if it states that it is irrevocable and, 
if, and only as long as, it is coupled with an interest sufficient in law to 
support an irrevocable power. A proxy may be made irrevocable regardless of 
whether the interest with which it is coupled is an interest in the stock 
itself or an interest in the corporation generally.


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

          -  QUORUM. The holders of a majority of the outstanding shares of 
stock shall constitute a quorum at a meeting of stockholders for the 
transaction of any business. The stockholders present may adjourn the meeting 
despite the absence of a quorum.

          -  VOTING. Each share of stock shall entitle the holder thereof to 
one vote. In the election of directors, a plurality of the votes cast shall 
elect. Any other action shall be authorized by a majority of the votes cast 
except where the General Corporation Law prescribes a different percentage of 
votes and/or a different exercise of voting power, and except as may be 
otherwise prescribed by the provisions of the certificate of incorporation 
and these bylaws. In the election of directors, and for any other action, 
voting need not be by ballot.

          8.  STOCKHOLDER ACTION WITHOUT MEETINGS. Any action required by the 
General Corporation Law to be taken at any annual or special meeting of 
stockholders, or any action which may be taken at any annual or special 
meeting of stockholders, may be taken without a meeting, without prior notice 
and without a vote, if a consent 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. Prompt notice of the taking of the corporate action 
without a meeting by less

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than unanimous written consent shall be given to those stockholders who have 
not consented in writing.

                                   ARTICLE II

                                   DIRECTORS

          1.  FUNCTIONS AND DEFINITION. The business and affairs of the 
corporation shall be managed by or under the direction of the Board of 
Directors of the corporation. The Board of Directors shall have the authority 
to fix the compensation of members thereof. The use of the phrase "whole 
board" herein refers to the total number of directors which the corporation 
would have if there were no vacancies.

          2.  QUALIFICATIONS AND NUMBER. A director need not be a 
stockholder, a citizen of the United States, or a resident of the State of 
Delaware. The Board of Directors shall consist of at least three persons and 
no more than seven persons. Subject to the foregoing limitation, such number 
may be fixed from time to time by action of the stockholders or of the 
directors, or, if the number is not fixed, the number shall be five. The 
number of directors may be increased or decreased by action of the 
stockholders or of the directors.

          3.  ELECTION AND TERM. The first Board of Directors, unless the 
members thereof shall have been named in the certificate of incorporation, 
shall be elected by the incorporator or incorporators and shall hold office 
until the first annual meeting of stockholders and until their successors are 
elected and qualified or until their earlier resignation or removal. Any 
director may resign at any time upon written notice to the corporation. 
Thereafter, directors who are elected at an annual meeting of stockholders, 
and directors who are elected in the interim to fill vacancies and newly 
created directorships, shall hold office until the next annual meeting of 
stockholders and until their successors are elected and qualified or until 
their earlier resignation or removal. In the interim between annual meetings 
of stockholders or of special meetings of stockholders called for the 
election of directors and/or for the removal of one or more directors and for 
the filling of any vacancy in that connection, newly created directorships 
and any vacancies in the Board of Directors, including unfilled vacancies 
resulting from the removal of directors for cause or without cause, may be 
filled by the vote of a majority of the remaining directors then in office, 
although less than a quorum, or by the sole remaining director.

          4.  MEETINGS.

          -  TIME. Meetings shall be held at such time as the Board shall 
fix, except that the first meeting of a newly elected Board shall be held as 
soon after its election as the directors may conveniently assemble.

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          -  PLACE. Meetings shall be held at such place within or without 
the State of Delaware as shall be fixed by the Board.

          -  CALL. No call shall be required for regular meetings for which 
the time and place have been fixed. Special meetings may be called by or at 
the direction of the Chairman of the Board, if any, the Vice-Chairman of the 
Board, if any, of the President, or of a majority of the directors in office.

          -  NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be 
required for regular meetings for which the time and place have been fixed. 
Written, oral, or any other mode of notice of the time and place shall be 
given for special meetings in sufficient time for the convenient assembly of 
the directors thereat. Notice need not be given to any director or to any 
member of a committee of directors who submits a written waiver of notice 
signed by him before or after the time stated therein. Attendance of any such 
person at a meeting shall constitute a waiver of notice of such meeting, 
except when he attends a meeting for the express purpose of objecting, at the 
beginning of the meeting, to the transaction of any business because the 
meeting is not lawfully called or convened. Neither the business to be 
transacted at, nor the purpose of, any regular or special meeting of the 
directors need be specified in any written waiver of notice.

          -  QUORUM AND ACTION. Two or more members of the Board shall 
constitute a quorum provided that proper notice has been given or other 
directors file a waiver of notice. A majority of the directors present, 
whether or not a quorum is present, may adjourn a meeting to another time and 
place. Except as herein otherwise provided, and except as otherwise provided 
by the General Corporation Law, the vote of the majority of the directors 
present at a meeting at which a quorum is present shall be the act of the 
Board. The quorum and voting provisions herein stated shall not be construed 
as conflicting with any provisions of the General Corporation Law and these 
Bylaws which govern a meeting of directors held to fill vacancies and newly 
created directorships in the Board or action of disinterested directors.

          Any member or members of the Board of Directors or of any committee 
designated by the Board, may participate in a meeting of the Board, or any 
such committee, as the case may be, by means of conference telephone or 
similar communications equipment by means of which all persons participating 
in the meeting can hear each other.

          -  CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and 
if present and acting, shall preside at all meetings. Otherwise, the 
Vice-Chairman of the Board, if any and if present and acting, or the 
President, if present and acting, or any other director chosen by the Board, 
shall preside.

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          5.  REMOVAL OF DIRECTORS. Except as may otherwise be provided by 
the General Corporation Law, any director or the entire Board of Directors 
may be removed, with or without cause, by the holders of a majority of the 
shares then entitled to vote at an election of directors.

          6.  COMMITTEES. The Board of Directors may, by resolution passed by 
a majority of the whole Board, designate one or more committees, each 
committee to consist of one or more of the directors of the corporation. The 
Board may designate one or more directors as alternate members of any 
committee, who may replace any absent or disqualified member at any meeting 
of the committee. In the absence or disqualification of any member of any 
such committee or committees, the member or members thereof present at any 
meeting and not disqualified from voting, whether or not he or they 
constitute a quorum, may unanimously appoint another member of the Board of 
Directors to act at the meeting in the place of any such absent or 
disqualified member. Any such committee, to the extent provided in the 
resolution of the Board, shall have and may exercise the powers and authority 
of the Board of Directors in the management of the business and affairs of 
the corporation with the exception of any authority the delegation of which 
is prohibited by Section 141 of the General Corporation Law, and may 
authorize the seal of the corporation to be affixed to all papers which may 
require it.

          7.  WRITTEN ACTION. Any action required or permitted to be taken at 
any meeting of the Board of Directors or any committee thereof may be taken 
without a meeting if all members of the Board or committee, as the case may 
be, consent thereto in writing, and the writing or writings are filed with 
the minutes of proceedings of the Board or committee.

                                  ARTICLE III

                                   OFFICERS

          The officers of the corporation shall consist of a President, a 
Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by 
the Board of Directors, a Chairman of the Board, a Vice-Chairman of the 
Board, an Executive Vice-President, one or more other Vice-Presidents, one or 
more Assistant Secretaries, one or more Assistant Treasurer, and such other 
officers with such titles as the resolution of the Board of Directors 
choosing them shall designate. Except as may otherwise be provided in the 
resolution of the Board of Directors choosing him, no officer other than the 
Chairman or Vice-Chairman of the Board, if any, need be a director. Any 
number of offices may be held by the same person, as the directors may 
determine.

          Unless otherwise provided in the resolution choosing him, each 
officer shall be chosen for a term which shall continue until the meeting of 
the Board of Directors following the next

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annual meeting of stockholders and until his successor shall have been chosen 
and qualified.

          All officers of the corporation shall have such authority and 
perform such duties in the management and operation of the corporation as 
shall be prescribed in the resolutions of the Board of Directors designating 
and choosing such officers and prescribing their authority and duties, and 
shall have such additional authority and duties as are incident to their 
office except to the extent that such resolutions may be inconsistent 
therewith. The Secretary or an Assistant Secretary of the corporation shall 
record all of the proceedings of all meetings and actions in writing of 
stockholders, directors, and committees of directors, and shall exercise such 
additional authority and perform such additional duties as the Board shall 
assign to him. Any officer may be removed, with or without cause, by the 
Board of Directors. Any vacancy in any office may be filled by the Board of 
Directors.

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                                 ARTICLE IV

                           OFFICERS AND DIRECTORS

                              INDEMNIFICATION

          The corporation shall indemnify its officers and directors and 
provide for the advancement of litigation expenses to them to the fullest 
extent permitted by Section 145 of the General Corporation Law, as the same 
may from time to time be amended, and any successor statute thereto.

                                  ARTICLE V

          The corporation seal shall be in such form as the Board of 
Directors shall prescribe.

                                 ARTICLE VI

                                 FISCAL YEAR

          The fiscal year of the corporation shall be fixed, and shall be 
subject to change, by the Board of Directors.

                                ARTICLE VII

                           CONTROL OVER BYLAWS

          Subject to the provisions of the certificate of incorporation and 
the provisions of the General Corporation Law, the power to amend, alter or 
repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of 
Directors or by the stockholders.

          I HEREBY CERTIFY that the foregoing is a full, true and correct 
copy of the Bylaws of Signal Investment & Management Co., a Delaware 
corporation, as in effect on the date hereof.

          WITNESS my hand and seal of the corporation.

Dated: March 20, 1991


                                           /s/ CHARLES N. JOLLY
                                           -----------------------------------
                                           CHARLES N. JOLLY, Secretary