Exhibit 3.2

                                                           As amended on 3/21/03

                                     BYLAWS

                                       OF

                               TRIAD GUARANTY INC.



                                    ARTICLE I

                                     Offices
                                     -------

     SECTION 1. The registered office shall be in the City of Wilmington, County
of Newcastle, State of Delaware.

     SECTION 2. The  corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders
                            ------------------------

     SECTION 1. All meetings of the  stockholders  for the election of directors
shall be held at such place, either within or without the State of Delaware,  as
shall be  designated  from time to time by the board of directors  and stated in
the notice of the meeting. Meetings of stockholders for any other purpose may be
held at such time and place,  within or without the State of Delaware,  as shall
be stated in the notice of the  meeting or in a duly  executed  waiver of notice
thereof.

     SECTION  2.  Annual  meetings  of  stockholders  shall be held on the first
Wednesday of May if not a legal  holiday,  and if a legal  holiday,  then on the
next secular day  following,  or on such other date as shall be designated  from
time to time by the board of directors  and stated in the notice of the meeting,
at which  they shall  elect by a  plurality  vote by  written  ballot a board of
directors,  and transact such other  business as may properly be brought  before
the meeting.

     SECTION 3. Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder  entitled to vote at such
meeting  not fewer  than ten nor more than  sixty  days  before  the date of the
meeting.

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



<PAGE>



Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days  prior to the  meeting,  either at a place  within  the city  where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting, or, if not so specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.

     SECTION  5.  Special  meetings  of the  stockholders,  for any  purpose  or
purposes,  unless  otherwise  prescribed  by  statute or by the  certificate  of
incorporation,  may be called by the chairman of the board, the president or the
secretary at the request in writing of a majority of the board of directors,  or
at the request in writing of  stockholders  owning  fifty-one  percent  (51%) in
amount of the entire capital stock of the corporation issued and outstanding and
entitled  to vote.  Such  request  shall  state the  purpose or  purposes of the
proposed meeting.

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

     SECTION 7. The  holders of a majority of the stock  issued and  outstanding
and entitled to vote thereat,  present in person or represented by proxy,  shall
constitute a quorum at all meetings of the  stockholders  for the transaction of
business  except as  otherwise  provided  by  statute or by the  certificate  of
incorporation.  If, however,  such quorum shall not be present or represented at
any meeting of the  stockholders,  the  stockholders  entitled to vote  thereat,
present in person or  represented  by proxy,  shall  have  power to adjourn  the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting,  until a quorum  shall be present  or  represented.  At such  adjourned
meeting at which a quorum  shall be present or  represented  any business may be
transacted at the meeting as originally notified. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned  meeting,  a notice of the  adjourned  meeting  shall be given to each
stockholder of record entitled to vote at the meeting.

     SECTION 8. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power, present in person or represented
by proxy,  shall decide any question  brought  before such  meeting,  unless the
question  is one upon  which by  express  provision  of the  statutes  or of the
certificate  of  incorporation,  a different vote is required in which case such
express provision shall govern and control the decision of such question.

     SECTION 9. Unless otherwise  provided in the certificate of  incorporation,
each  stockholder  shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the  capital  stock  having  voting
power held by such stockholder, but no proxy shall be voted on after three years
from its date, unless the proxy provides for a longer period.

     SECTION 10. Any action  required or  permitted to be taken at any annual or
special  meeting  of  stockholders  of the  corporation  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 if a meeting were held and all shares  entitled

                                       2
<PAGE>



to vote  thereon  were  present and voted;  provided  that prompt  notice of the
taking of  corporate  action  without a meeting by less than  unanimous  written
consent shall be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    Directors
                                    ---------

     SECTION 1. The number of  directors  constituting  the whole board shall be
fixed from time to time by resolution adopted by the affirmative majority of the
entire board of directors, except that the number of directors shall not be less
than five nor more than  nine.  Such  directors  shall be  elected at the annual
meeting of the  stockholders,  except as provided in Section 2 of this  Article,
and shall hold office until their  successors are elected and qualified or until
their earlier resignation or removal. Directors need not be stockholders.

     SECTION 2.  Vacancies and newly created  directorships  resulting  from any
increase in the  authorized  number of directors  may be filled by a majority of
the directors then in office,  though less than a quorum, or by a sole remaining
director,  and the  directors  so chosen shall hold office until the next annual
election and until their  successors are duly elected and shall qualify,  unless
sooner  displaced.  If there are no  directors  in office,  then an  election of
directors may be held in the manner provided by statute.

     SECTION 3. The business of the corporation shall be managed by its board of
directors  which may exercise all such powers of the corporation and do all such
lawful  acts  and  things  as  are  not by  statute  or by  the  certificate  of
incorporation or by these bylaws directed or required to be exercised or done by
the stockholders.

                       Meetings of the Board of Directors
                       ----------------------------------

     SECTION 4. The board of directors  of the  corporation  may hold  meetings,
both regular and special, either within or without the State of Delaware.

     SECTION 5. The first meeting of each newly elected board of directors shall
be held  immediately  following  the  adjournment  of the annual  meeting of the
stockholders  at the same  place as such  annual  meeting  and no notice of such
meeting  shall be necessary to the newly  elected  directors in order legally to
constitute  the meeting,  provided a quorum shall be present.  In the event such
meeting is not held at such time and place, the meeting may be held at such time
and place as shall be specified in a notice  given as  hereinafter  provided for
special  meetings  of the  board of  directors,  or as shall be  specified  in a
written waiver signed by all of the directors.

     SECTION 6. Regular  meetings of the board of directors  may be held without
notice at such time and at such place as shall  from time to time be  determined
by the board.

     SECTION 7.  Special  meetings of the board may be called by the chairman of
the board or the  president on at least two (2) days'  notice to each  director,
either  personally or by mail or telegram.  Special  meetings shall be called by
the chairman of the board,  the president or the secretary in like manner and on

                                       3
<PAGE>



like  notice at the  written  request of two (2) or more  directors  stating the
purpose or purposes for which such meeting is requested.  A meeting of the board
of  directors  or any  committee  thereof  by  conference  telephone  or similar
communication  equipment  by means of which all of the  members  of the board or
committee  participating  may hear one  another  shall not  require  notice if a
quorum of the board or committee are participating.

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

     SECTION 9. Any action  required or  permitted to be taken at any meeting of
the  board of  directors  or of any  committee  thereof  may be taken  without a
meeting,  if all members of the board or committee,  as the case may be, consent
thereto in writing,  and the  writing or writings  are filed with the minutes of
proceedings of the board or committee.

                             Committees of Directors
                             -----------------------

     SECTION l0. 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 a member of a  committee,  the  member or  members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or  disqualified
member.  Any such  committee,  to the extent  provided in the  resolution of the
board of directors,  shall have and may exercise all the powers and authority of
the board of  directors  in the  management  of the  business and affairs of the
corporation,  and may authorize the seal of the corporation to be affixed to all
papers  which may  require  it;  but no such  committee  shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's  property and
assets,  recommending to the  stockholders a dissolution of the corporation or a
revocation of a  dissolution,  or amending the bylaws of the  corporation;  and,
unless the resolution or the certificate of incorporation  expressly so provide,
no such committee  shall have the power or authority to declare a dividend or to
authorize the issuance of stock.  Such  committee or committees  shall have such
name or names as may be determined  from time to time by  resolution  adopted by
the board of directors.

     SECTION 11. Each committee  shall keep regular  minutes of its meetings and
shall file such  minutes and all written  consents  executed by its members with
the secretary of the corporation.

                            Compensation of Directors
                            -------------------------

     SECTION 12. In the discretion of the board of directors,  the directors may
be paid their  expenses,  if any, of  attendance at each meeting of the board of

                                       4
<PAGE>



directors  and may be paid a fixed sum for  attendance  at each  meeting  of the
board of  directors  or a stated  salary  as  director.  No such  payment  shall
preclude any director  from serving the  corporation  in any other  capacity and
receiving compensation  therefor.  Members of special or standing committees may
be allowed like compensation for attending committee meetings.

                                   ARTICLE IV

                                     Notices
                                     -------

     SECTION  1.  Whenever,  under  the  provisions  of the  statutes  or of the
certificate of incorporation or of these bylaws,  notice is required to be given
to any  director or  stockholder,  it shall not be  construed  to mean  personal
notice,  but such notice may be given in  writing,  by mail,  addressed  to such
director or  stockholder,  at his or her address as it appears on the records of
the corporation,  with postage thereon prepaid,  and such notice shall be deemed
to be given at the time when the same shall be  deposited  in the United  States
mail. Notice to directors may also be given by telegram.

     SECTION 2. Whenever any notice is required to be given under the provisions
of the statutes or of the  certificate of  incorporation  or of 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  deemed
equivalent thereto.

                                    ARTICLE V

                                    Officers
                                    --------

     SECTION 1. The initial officers of the corporation  shall be elected by the
board of  directors  and  shall be a  chairman  of the  board,  a  president,  a
secretary  and a treasurer.  The board of  directors  may also elect one or more
vice-presidents,  assistant vice-presidents, assistant secretaries and assistant
treasurers.  Any number of offices  may be held by the same  person,  unless the
certificate of incorporation or these bylaws otherwise provide.  The chairman of
the  board  of  directors  shall be  chosen  from the  members  of the  board of
directors.  The board of  directors  may also  designate  persons as officers of
divisions  of the  corporation,  but such  persons  shall not be officers of the
corporation.

     SECTION 2. The board of  directors  may  appoint  such other  officers  and
agents as it shall deem  necessary  who shall hold their  offices for such terms
and shall  exercise such powers and perform such duties as shall be provided for
in these bylaws determined from time to time by the board.

     SECTION 3. The salaries of all officers of the  corporation  shall be fixed
by the board of directors.

     SECTION 4. The officers of the corporation shall hold office until the next
annual meeting of the board of directors, until their successors are elected and
qualified, or until their earlier resignation or removal. Any officer elected or

                                       5
<PAGE>



appointed  by  the  board  of  directors  may be  removed  at  any  time  by the
affirmative vote of a majority of the board of directors.  Any vacancy occurring
in any office of the corporation shall be filled by the board of directors.

                            The Chairman of the Board
                            -------------------------

     SECTION 5. The  chairman  of the board of  directors  shall  preside at all
meetings of the  stockholders  and of the board of directors of the  corporation
and shall  perform such other duties as may from time to time be  prescribed  by
the board of directors or these bylaws.

                                  The President
                                  -------------

     SECTION  6. The  president  shall be the  chief  executive  officer  of the
corporation. He or she shall, under the general direction and supervision of the
board of  directors,  perform  such  duties as are  customarily  incident to the
office of  president  and shall have  general  and active  supervision  over the
business  affairs of the corporation.  He or she shall execute bonds,  mortgages
and other contracts requiring a seal, under the seal of the corporation,  except
where  required or  permitted  by law to be  otherwise  signed and  executed and
except where the signing and executing  thereof shall be expressly  delegated by
the board of directors to some other officer or agent of the corporation.  He or
she shall  perform such other duties as may from time to time be  prescribed  by
the board of  directors or these  bylaws.  In the absence or  disability  of the
chairman of the board or an alternate  designated by the board of directors,  he
or she shall  perform the duties and  exercise the powers of the chairman of the
board.

                               The Vice-Presidents
                               -------------------

     SECTION 7. The  vice-presidents  shall  perform  such  duties and have such
powers  as the  board  of  directors  or the  president  may  from  time to time
prescribe.  A vice-president  may execute contracts on behalf of the corporation
pertaining  to the normal  course of his or her  duties.  In the  absence of the
president or in the event of his or her inability to act, the vice-president (or
in the event there be more than one  vice-president,  the vice-presidents in the
order  designated,  or in the absence of any  designation,  then in the order of
their election)  shall perform the duties of the president,  and when so acting,
shall have all the powers of and be  subject  to all the  restrictions  upon the
president.

                      The Secretary and Assistant Secretary
                      -------------------------------------

     SECTION  8.  The  secretary  shall  attend  all  meetings  of the  board of
directors and all meetings of the stockholders and record all the proceedings of
the  meetings of the  corporation  and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing  committees
when  required.  He or she  shall  give,  or cause to be  given,  notice  of all
meetings of the stockholders and special meetings of the board of directors, and
shall  perform such other duties as may be  prescribed by the board of directors
or the  president,  under whose  supervision he or she shall be. He or she shall
have  custody of the  corporate  seal of the  corporation  and he or she,  or an
assistant  secretary,  shall have  authority to affix the same to any instrument
requiring it and when so affixed,  it may be attested by his or her signature or
by the signature of such assistant secretary.

     The board of directors  may give general  authority to any other officer to
affix the seal of the  corporation  and to  attest  the  affixing  by his or her
signature.

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<PAGE>



     SECTION  9. The  assistant  secretary,  or if there be more than  one,  the
assistant  secretaries in the order  determined by the board of directors (or if
there be no such determination,  then in the order of their election), shall, in
the absence of the  secretary or in the event of his or her inability or refusal
to act,  perform the duties and exercise the powers of the  secretary  and shall
perform  such other  duties and have such other powers as the board of directors
may from time to time prescribe.

                     The Treasurer and Assistant Treasurers
                     --------------------------------------

     SECTION 10. The treasurer shall have the custody of the corporate funds and
securities   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable  effects in the name and to the credit of the  corporation in
such  depositories  as may be designated  by the board of  directors.  He or she
shall  disburse the funds of the  corporation  as may be ordered by the board of
directors,  taking proper vouchers for such  disbursements,  and shall render to
the president and the board of directors,  at its regular meetings,  or when the
board of directors so requires,  an account of all of his or her transactions as
treasurer and of the financial condition of the corporation.  If required by the
board of directors,  he or she shall give the corporation a bond (which shall be
renewed  every six years) in such sum and with such  surety or sureties as shall
be  satisfactory  to the board of directors for the faithful  performance of the
duties of his or her office and for the restoration to the corporation,  in case
of his or her death,  resignation,  retirement  or removal from  office,  of all
books, papers, vouchers, money and other property of whatever kind in his or her
possession or under his or her control belonging to the corporation.

     SECTION 11. The  assistant  treasurer,  or if there shall be more than one,
the assistant  treasurers in the order  determined by the board of directors (or
if there be no such determination,  then in the order of their election), shall,
in the  absence  of the  treasurer  or in the event of his or her  inability  or
refusal to act,  perform the duties and exercise the powers of the treasurer and
shall  perform  such other  duties  and have such  other  powers as the board of
directors may from time to time prescribe.

                                   ARTICLE VI

                              Certificates of Stock
                              ---------------------

     SECTION 1. Every  holder of stock in the  corporation  shall be entitled to
have a  certificate,  signed  by, or in the name of the  corporation  by (a) the
chairman of the board, the president or a vice-president,  and (b) the treasurer
or an  assistant  treasurer,  the  secretary  or an  assistant  secretary of the
corporation;  certifying the number of shares owned in the  corporation.  If the

                                       7
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corporation  shall be  authorized  to issue more than one class of stock or more
than one  series of any  class,  the  designations,  preferences  and  relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications,  limitations or restrictions of such preferences
and/or  rights shall be set forth in full or  summarized  on the face or back of
the  certificate  which the  corporation  shall issue to represent such class or
series of stock;  provided that, except as otherwise  provided in section 202 of
the General Corporation Law of Delaware, in lieu of the foregoing  requirements,
there  may be set  forth  on the  face  or  back of the  certificate  which  the
corporation  shall issue to represent such class or series of stock, a statement
that the  corporation  will furnish  without charge to each  stockholder  who so
requests the designations,  preferences and relative, participating, optional or
other  special  rights  of  each  class  of  stock  or  series  thereof  and the
qualifications, limitations or restrictions of such preferences and/or rights.

     SECTION 2. Where a certificate  is  countersigned  (l) by a transfer  agent
other than the  corporation or its employee,  or, (2) by a registrar  other than
the corporation or its employee,  any other signatures on the certificate may be
facsimile.  In case any officer,  transfer  agent or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such  officer,  transfer  agent or registrar  before such  certificate  is
issued, it may be issued by the corporation with the same effect as if he or she
were such officer, transfer agent or registrar at the date of issue.

     SECTION  3.  Subject  to  the  foregoing,  certificates  for  stock  of the
corporation  shall be in such  form as the board of  directors  may from time to
time prescribe.

                                Lost Certificates
                                -----------------

     SECTION  4.  The  board  of  directors  may  direct  a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or  certificates,  the board of directors may, in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost,  stolen or destroyed  certificate  or  certificates,  or his
legal  representative,  to advertise the same in such manner as it shall require
and/or to give the  corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation or its transfer agent
or registrar with respect to the certificate  alleged to have been lost,  stolen
or destroyed.

                               Transfers of Stock
                               ------------------

     SECTION 5. 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,  it shall be the
duty of the  corporation  to  issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               Fixing Record Date
                               ------------------

     SECTION 6. In order that the  corporation  may determine  the  stockholders
entitled  to  notice  of or to  vote  at  any  meeting  of  stockholders  or any
adjournment  thereof,  or to  express  consent  to  corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action,  the board of directors may fix, in advance, a record date,
which  shall not be more than sixty nor fewer  than ten days  before the date of
such  meeting,   nor  more  than  sixty  days  prior  to  any  other  action.  A
determination  of  stockholders  of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                                       8
<PAGE>



                             Registered Stockholders
                             -----------------------

     SECTION 7. The  corporation  shall be entitled to recognize  the  exclusive
right of a person  registered  on its books as the  owner of  shares to  receive
dividends and to vote as such owner and to hold liable for calls and assessments
a person registered on its books as the owner of shares,  and shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other  person,  whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.

                                   ARTICLE VII

                              Conflicts of Interest
                              ---------------------

     SECTION 1. No contract or transaction  between the  corporation  and one or
more of its  directors or  officers,  or between the  corporation  and any other
corporation,  partnership,  association,  or other  organization in which one or
more of its directors or officers are directors or officers, or have a financial
interest,  shall be void or voidable  solely for this reason,  or solely because
the  director  or officer is present at or  participates  in the  meeting of the
board or committee  thereof which  authorizes  the contract or  transaction,  or
solely because his, her or their votes are counted for such purpose, if:

          (l)  The material facts as to his  relationship  or interest and as to
               the  contract or  transaction  are  disclosed or are known to the
               board of directors or the  committee,  and the board or committee
               in good faith  authorizes  the  contract  or  transaction  by the
               affirmative  vote of a majority of the  disinterested  directors,
               even though the disinterested directors be less than a quorum; or

          (2)  The material facts as to his or her relationship  interest and as
               to the contract or transaction  are disclosed or are known to the
               stockholders  entitled  to  vote  thereon,  and the  contract  or
               transaction is specifically approved in good faith by vote of the
               stockholders; or

          (3)  The contract or transaction  is fair as to the  corporation as of
               the time it is authorized,  approved or ratified, by the board of
               directors, a committee thereof, or the stockholders.

     SECTION 2. Common or interested directors may be counted in determining the
presence  of a quorum at a meeting of the board of  directors  or of a committee
which authorizes the contract or transaction.


                                  ARTICLE VIII

                               General Provisions
                               ------------------

                                    Dividends
                                    ---------

     SECTION 1. Dividends upon the capital stock of the corporation,  subject to
the provisions of the certificate of  incorporation,  if any, may be declared by
the board of  directors  at any  regular or special  meeting,  pursuant  to law.

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<PAGE>



Dividends may be paid in cash, in property,  or in shares of the capital  stock,
subject to the provisions of the certificate of incorporation.

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

                                Annual Statement
                                ----------------

     SECTION 3. The board of directors shall present at each annual meeting, and
at any  special  meeting  of the  stockholders  when  called  for by vote of the
stockholders,  a full and clear  statement of the business and  condition of the
corporation.

                                     Checks
                                     ------

     SECTION  4. All checks or  demands  for money and notes of the  corporation
shall be signed by such  officer or officers or such other  person or persons as
the board of directors may from time to time designate.

                                       10
<PAGE>



                                   Fiscal Year
                                   -----------

     SECTION  5. The  fiscal  year of the  corporation  shall be  determined  by
resolution of the board of directors.

                                      Seal
                                      ----

     SECTION 6. The corporate seal shall have inscribed  thereon the name of the
corporation and the words  "Corporate  Seal,  Delaware." The seal may be used by
causing it or a facsimile  thereof to be impressed or affixed or  reproduced  or
otherwise.

                                   ARTICLE IX

                                   Amendments
                                   ----------

     SECTION 1. These  bylaws may be altered,  amended or repealed or new bylaws
may be adopted by the stockholders or by the board of directors,  at any regular
meeting  of the  stockholders  or of the board of  directors  or at any  special
meeting  of the  stockholders  or of the  board of  directors  if notice of such
alteration,  amendment,  repeal or  adoption of new bylaws be  contained  in the
notice of such special meeting.