Exhibit 3.2

                                     BY-LAWS
                                       OF
                          HYUNDAI ABS FUNDING CORPORATION
                            (a Delaware Corporation)

                                   ARTICLE I

                                    Offices

        SECTION 1.01. Registered Office. The registered office of the
corporation. shall be in the City of Dover, County of Kent, State of Delaware
until otherwise established by a vote of a majority of the board of directors in
office, and a statement of such change is filed in the manner provided by
statute.

        SECTION 1.02. Other Offices. The corporation may also have offices at
such other places within or without the State of Delaware as the board of
directors may from time to time determine or the business of the corporation
requires.

                                   ARTICLE II

                            Meetings of Stockholders

        SECTION 2.01. Place of Meeting. All meetings of the stockholders of the
corporation shall be held at the registered office of the corporation, or at
such other place within or without the State of Delaware as shall be designated
by the board of directors in the notice of such meeting.

        SECTION 2.02. Annual Meeting. The board of directors may fix the date
and time of the annual meeting of the stockholders. At said meeting the
stockholders then entitled to vote shall elect directors and shall transact such
other business as may properly be brought before the meeting.

        SECTION 2.03. Special Meetings. Special meetings of the stockholders of
the corporation for any purpose or purposes for which meetings may lawfully be
called, may be called at any time by the president, or at the request, in
writing, of any member of the Board. At any time, upon written request of any
person or persons who have duly called a special meeting, which written request
shall state the purpose or purposes of the meeting, it shall be the duty of the
secretary to fix the date of the meeting to be held at such date and time as the
secretary may fix, not less than ten nor more than sixty days after the receipt
of the request, and to give due notice thereof. If the secretary shall neglect
or refuse to fix the time and date of such meeting and give notice thereof, the
person or persons calling the



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meeting may do so.

        SECTION 2.04. Notice of Meetings. Written notice of the place, date and
hour of every meeting of the stockholders, whether annual or special, shall be
given to each stockholder of record entitled to vote at the meeting not less
than ten nor more than sixty days before the date of the meeting. Every notice
of a special meeting shall state the purpose or purposes thereof. Notice of a
stockholders' meeting shall be given personally, or by mail or by other means of
written communication, addressed to the stockholder at the address of such
stockholder appearing on the books of the corporation or as given by the
stockholder to the corporation for the purpose of notice, or if no such address
appears or is given, at the place where the principal executive office of the
corporation is located. Notice by mail shall be deemed to have been given at the
time written notice is deposited in the United States Postal Service mails,
postage prepaid. Any other written notice shall be deemed to have been given at
the time it is personally delivered to the recipient or delivered to a common
carrier for transmission, or actually transmitted by the person giving notice by
electronic means, to the recipient.

        SECTION 2.05. Quorum. Manner of Acting and Adjournment. 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, by the certificate of incorporation or by these by-laws.
When a quorum is present at any meeting, the vote of the holders of the 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 applicable statute, the certificate of
incorporation or these by-laws, a different vote is required in which case such
express provision shall govern and control the decision of such question. Except
upon those questions governed by the aforesaid express provisions, the
stockholders present in person or by proxy at a duly organized meeting can
continue to do business until adjournment, notwithstanding withdrawal of enough
stockholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

        SECTION 2.06. Voting. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
capital stock having voting power held by such stockholder. No proxy shall be
voted or acted upon after eleven (11) months from its date, unless the proxy
provides for a longer period. Every proxy shall be executed in writing by the
stockholder or by his duly authorized attorney-in-fact and filed with the
secretary of the corporation. A proxy, unless coupled with an interest, shall be
revocable at will, notwithstanding any other agreement or any provision in the
proxy to the contrary, but the revocation of a proxy shall not be effective
until (i) notice thereof has been given to the secretary of the corporation,
(ii) a subsequent proxy is executed and presented at the meeting or (iii) by
attendance at the meeting by and voting in person by the person executing the
proxy:


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        SECTION 2.07. Consent of Stockholders in Lieu of Meeting. Any action
required to be taken at any annual or special meeting of stockholders of the
corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, written consents signed by
a sufficient number of holders to take action are delivered to the corporation
by delivery to its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded.

        SECTION 2.08. Voting Lists. 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. The list shall be arranged in alphabetical order 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 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.

                                  ARTICLE III

                               Board of Directors

        SECTION 3.01. Powers. The board of directors shall have full power to
manage the business and affairs of the corporation; and all powers of the
corporation, except those specifically reserved or granted to the stockholders
by statute, the certificate of incorporation or these by-laws, are hereby
granted to and vested in the board of directors.

        SECTION 3.02. Number and Term of Office. The board of directors shall
consist of such number of directors, not less than one nor more than seven, as
may be determined from time to time by resolution of the board of directors. The
first board of directors shall consist of three (3) directors. Each director
shall serve until the next annual meeting of the stockholders and until his
successor shall have been elected and qualified, except in the event of his
death, resignation or removal. All directors of the corporation shall be natural
persons, but need not be residents of Delaware or stockholders of the
corporation.



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        SECTION 3.03. Independent Director(s). The corporation shall at all
times (except as noted hereafter in the event of death, incapacity, resignation
or removal) have at least one director (an "Independent Director") whom is not
a direct, indirect or beneficial stockholder, officer, director, employee,
affiliate, associate or supplier of the corporation, Hyundai Motor Company,
Hyundai Motor Finance Company or any subsidiary or affiliate of any thereof
(collectively, the "Parent Group"). In the event of the death, incapacity,
resignation or removal of any Independent Director, the board of directors shall
promptly appoint a replacement Independent Director.

        SECTION 3.04.Actions Prohibited Absent Consent of the independent
Director. Notwithstanding any other provision of these by-laws and any provision
of law, the corporation shall not do any of the following:

        (a) engage in any business or activity other than as set forth in
the certificate of incorporation; or

        (b) without the affirmative vote of all of the members of the board of
directors (which must include the affirmative vote of all (which shall be at
least one) duly appointed Independent Director who must be present to constitute
a quorum therefor), (i) dissolve or liquidate, in whole or in part, or institute
proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the
institution of bankruptcy or insolvency proceedings against the corporation,
(iii) file a petition seeking or consenting to reorganization or relief under
any applicable federal or state law relating to bankruptcy or insolvency, (iv)
consent to the appointment of a receiver, trustee, liquidator, sequestrator or
assignee or other similar official for the corporation or a substantial part of
its property, (v) make a general assignment for the benefit of creditors, (vi)
admit in writing to the inability of the corporation to pay its debts generally
as they become due, (vii) merge or consolidate with any other entity, or
otherwise acquire substantially all of the assets of any other entity, or (viii)
take any corporate action in furtherance of the actions set forth in clauses (i)
through (vii) of this paragraph.

        When voting on whether the corporation will take any action described in
paragraph (b) above, each director shall owe its primary fiduciary duty or other
obligation to the corporation (including, without limitation, the corporation's
creditors) and not the stockholders of the corporation (except as may
specifically be required by the Delaware General Corporation Law and common law
fiduciary duties of directors). The board of directors will not vote on or
consent to any matters (whether or not described in clause (b) above) unless the
board of directors has the requisite number of Independent Directors then acting
(except that the board of directors may act to replace an Independent Director
as described in Section 3.03 above).

        SECTION 3.05. Vacancies. 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


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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 3.06. Place of Meeting. The board of directors may hold its
meetings, both regular and special, at such place or places within or without
the State of Delaware as the board of directors may from time to time appoint,
or as may be designated in the notice calling the meeting.

        SECTION 3.07. Regular Meetings. Regular meetings of the board of
directors may be held without notice at such time and place as shall be
designated from time to time by resolution of the board of directors. If the
date fixed for any such regular meeting be a legal holiday under the laws of the
State where such meeting is to be held, then the same shall be held on the next
succeeding business day, not a Saturday, or at such other time as may be
determined by resolution of the board of directors. At such meetings, the
directors shall transact such business as may properly be brought before the
meeting.

        SECTION 3.08. Special Meetings. Special meetings of the board of
directors shall be held whenever called by the president or by two or more of
the directors. Notice of each such meeting shall be given to each director by
telephone or in writing at least 24 hours (in the case of notice by telephone)
or 48 hours (in the case of notice by telegram) or five days (in the case of
notice by mail) before the time at which the meeting is to be held. Each such
notice shall state the time and place of the meeting to be so held. A director
may waive any required notice before or after the date and time_stated in the
notice. Except as provided in the next sentence, the waiver must be in writing,
signed by the director entitled to the notice, and filed with the minutes or
corporate records. A director's attendance at or participation in a meeting
waives any required notice to the director of the meeting.

        SECTION 3.09. Quorum, Manner of Acting and Adjournment. At all meetings
of the board a majority of the 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, by the
certificate of incorporation or these bylaws. 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.

        Unless otherwise restricted by the certificate of incorporation or these
by-laws, 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 consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the board.

        SECTION 3.10. Participation in Meetings by Conference Telephone. One or
more directors may participate in a meeting of the board, or of a committee of
the board, by


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means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this section shall constitute presence in
person at such meeting.

        SECTION 3.11. Committees. The board of directors may appoint one or more
committees, each consisting of two or more directors, and delegate to such
committees any of the authority of the board except with respect to:

        (a) The approval of any action for which the DGCL also requires
stockholders' approval or approval of the outstanding shares;

        (b) The filling of vacancies in the board or on any committee;

        (c) The fixing of compensation of the directors for serving on the board
or on any committee;

        (d) The amendment or repeal of by-laws or the adoption of new by-laws;

        (e) The amendment or repeal of any resolution of the board which by its
express term is not so amendable or repealable;

        (f) A distribution to the shareholders of the corporation except at a
rate or in a periodic amount or within a price range determined by the board;

        (g) The appointment of other committees of the board or the members
thereof; or

        (h) Any action for which the certificate of incorporation or these
by-laws requires the affirmative vote of all of the members of the board of
directors, which must include the affirmative vote of all (which shall be at
least one) duly appointed Independent Director(s) who must be present to
constitute a quorum therefor).

Any such committee must be designated, and the members or alternate members
thereof appointed, by resolution adopted by a majority of the authorized number
of directors and any such committee may be designated an Executive Committee or
such other name as the board shall specify. Alternate members of a committee may
replace any absent member at any meeting of the committee. The board shall have
the power to prescribe the manner in which proceedings of any such committee
shall be conducted. In the absence of any such prescription, such committee
shall have the power to prescribe the manner in which its proceedings shall be
conducted. Unless. the board or such committee shall otherwise provide, the
regular and special meetings and other actions of any such committee shall be
governed by the provisions of this Article applicable to meetings and actions of
the board. Minutes shall be kept of each meeting of each committee.

        SECTION 3.12. Compensation of Directors. Unless otherwise restricted by
the certificate of incorporation, the board of directors shall have the
authority to fix the compensation of directors.

        SECTION 3.13. Interest of Directors in Contracts. If the corporation
enters into contracts or transacts business with one or more of its directors,
or with any firm of which one or more of its directors are members, or with any
other corporation or association of


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which one or more of its directors are shareholders, directors, or officers,
such contract or transaction shall not be invalidated or in any way affected by
the fact that such director or directors have or may have interests therein
which are or might be adverse to the interests of this corporation, provided
that such contract or transaction is entered into in good faith in the usual
course of business. Notwithstanding the foregoing, the corporation shall not
engage in an transaction with any director, indirect parent corporation or any
affiliate of a parent corporation. except (i) on terms and  conditions
comparable to transactions on an arms'-length basis with unaffiliated persons
and (ii) with the approval of the board of directors including at least one
Independent Director. This Section 3.13 shall not be amended without the
approval of all incumbent Independent Directors.

                                   ARTICLE IV

                                    Officers

        SECTION 4.01. Number, Qualifications and Designation. The officers of
the corporation shall be chosen by the board of directors and shall be a
president, one or more vice presidents, a secretary, a treasurer, and such other
officers as may be elected in accordance with the provisions of Section 4.02 of
this Article. One person may hold more than one office. Officers may be, but
need not be, directors or stockholders of the corporation.

        SECTION 4.02. Election and Term of Office. The officers of the
corporation shall be elected annually by the board of directors, and each such
officer shall hold his office until his successor shall have been elected and
qualified, or until his earlier resignation or removal. Any officer may resign
at any time upon written notice to the corporation.

        SECTION 4.03. The President. The president shall be the chief operating
officer of the corporation and, subject to the control of the board of
directors, shall have general charge and control of its operations and shall
have all powers and shall perform all duties to the office of president. He
shall preside at all meetings of the stockholders and at all meetings of the
board of directors and shall have such other powers and perform such other
duties as may from time to time be assigned to him by these by-laws or by the
board of directors.

        SECTION 4.04. The Vice President(s). The vice president(s) shall perform
the duties of the president in his absence and such other duties as may from
time to time be assigned to them by the board of directors or the president.

        SECTION 4.05. The Secretary. The secretary, or an assistant secretary,
shall attend all meetings of the stockholders and of the board of directors and
shall record the proceedings of the stockholders and of the directors and of
committees of the board in a book or books to be kept for that propose; see that
notices are given and records and reports properly kept and filed by the
corporation as required by law; be the custodian of


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the seal of the corporation and see that it is affixed to all documents to be
executed on behalf of the corporation under its seal; and, in general, perform
all duties incident to the office of secretary, and such other duties as may
from time to tune be assigned to him by the board of directors or the
president.

        SECTION 4.06. The Treasurer. The treasurer or an assistant treasurer
shall have or provide for the custody of the funds or other property of the
corporation and shall keep a separate book account of the same to his credit as
treasurer, collect and receive or provide for the collection and receipt of
moneys earned by or in any manner due to or received by the corporation; deposit
all funds in his custody as treasurer in such banks or other places of deposit
as the board of directors may from time to time designate; whenever so required
by the board of directors, render an account showing his transactions as
treasurer and the financial condition of the corporation; and, in general,
discharge such other duties as may from time to time be assigned to him by the
board of directors or the president.

                                   ARTICLE V

                     Certificates of Stock, Transfer, Etc.

        SECTION 5.01. Issuance. Each stockholder shall be entitled to a
certificate or certificates for shares of stock of the corporation owned by him
upon his request therefor. The stock certificates of the corporation shall be
numbered and registered in the stock ledger and transfer books of the
corporation as they are issued. They shall be signed by the president or a vice
president and by the secretary or an assistant secretary or the treasurer or an
assistant treasurer, and shall bear the corporate seal, which may be a
facsimile, engraved or printed. Any of or all the signatures upon such
certificate may be a facsimile, engraved or printed. In case any officer,
transfer agent or registrar who has signed, or whose facsimile signature has
been placed upon, any share certificate shall have ceased to be such officer,
transfer agent or registrar, before the certificate is issued, it may be issued
with the same effect as if he were such officer, transfer agent or registrar at
the date of its issue.

        SECTION 5.02. Transfer. 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, assignation 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.

        SECTION 5.03. Stock Certificates. Stock certificates of the corporation
shall be in such form as provided by statute and approved by the board of
directors. The stock record books and the blank stock certificates books shall
be kept by the secretary or by any agency designated by the board of directors
for that purpose.

        SECTION 5.04. Lost, Stolen. Destroyed or Mutilated Certificates. The
board of directors may direct a new certificate or certificates to be issued in
place of any certificate



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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
with respect to the certificate alleged to have been lost, stolen or destroyed.

        SECTION 5.05. Record Holder of Shares. 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.

        SECTION 5.06. Determination of Stockholders of Record. In order that the
corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which record date shall not be more than sixty nor less than ten days before
the date of such meeting. If no record date is fixed by the board of directors,
the record date for determining stockholders entitled to notice of or to vote
at a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.

        In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
record has been fixed by the board of directors, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the board of directors is required by the DGCL,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation by delivery
to its registered office in Delaware, its principal place of business, or an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a


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corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the board of
directors and prior action by the board of directors is required by the DGCL,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting shall be at the close of business on the day
on which the board of directors adopts the resolution taking such prior action.

        In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
of the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the board of directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record shall be not more than sixty days prior to such action. If no
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                                   ARTICLE VI

                            Limitation of Liability

        SECTION 6.01. Applicability. The provisions of this Article Six shall
apply with respect to liability on the part of a director, officer, employee or
agent of the Corporation (collectively, "Corporate Persons") for any loss or
damage suffered on account of any action taken or omitted to be taken by a
Corporate Person.

        SECTION 6.02. Standards of Conduct. No Corporate Person shall be liable
for any loss or damage if, in taking or omitting to take any action causing such
loss or damage, either (1) such Corporate Person acted (A) in good faith, (B)
with the care an ordinarily prudent person in a like position would have
exercised under similar circumstances, and (C) in a manner such Corporate Person
reasonably believed was in the best interests of the corporation, or (2) such
Corporate Person's breach of or failure to act in accordance with the such
standards of conduct did not constitute willful misconduct or recklessness.

        SECTION 6.03. Reliance. Any Corporate Person shall be fully protected,
and shall be deemed to have complied with the Standards of Conduct, in relying
in good faith, with respect to any information contained therein, upon (1) the
corporation's records, or (2) information, opinions, reports or statements
(including financial statements and other financial data) prepared or presented
by (A) one or more other Corporate Persons whom such Corporate Person reasonably
believes to be competent in the matters presented, (B) legal counsel, public
accountants or other persons as to matters that such Corporate Person reasonably
believes are within such person's professional or expert competence, (C) a
committee of which such Corporate Person is not a member, if such


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Corporate Person reasonably believes such committee merits confidence, or (D)
the board, if such Corporate Person is not a director and reasonably believes
that the board merits confidence.

                                  ARTICLE VII

                               General Provisions

        SECTION 7.01. Annual Statements. 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.

        SECTION 7.02. Contracts. Except as otherwise provided in these by-laws,
the board of directors may authorize any officer or officers, or any agent or
agents, to enter into any contract or to execute or deliver any instrument on
behalf of the corporation and such authority may be general or confined to
specific instances. In the absence of general or specific authorization by the
board of directors, contracts and instruments may be executed and delivered by
the president or any vice president.

        SECTION 7.03. Checks. All checks, notes, bills of exchange or other
orders in writing shall be signed by such person or persons as the board of
directors may from time to time designate.

        SECTION 7.04. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its incorporation and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed of in any other manner reproduced.

        SECTION 7.05. Deposits. All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies, or other depositories as_the board of directors may approve or
designate, and all such funds shall be withdrawn only upon checks signed by such
one or more officers or employees as the board of directors shall from time to
time determine.

        SECTION 7.06. Corporate Records. Every stockholder shall, upon written
demand under oath stating the purpose thereof, have a right to examine, in
person or by agent or attorney, during the usual hours for business, for any
proper purpose, the stock ledger, books or records of account, and records of
the proceedings of the stockholders and directors, and make copies or extracts
therefrom. A proper purpose shall mean a purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand



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under oath shall be directed to the corporation at its registered office in
Delaware or at its principal place of business. Where the stockholder seeks to
inspect the books and records of the corporation, other than its stock ledger or
list of stockholders, the stockholder shall first establish (1) compliance with
the provisions of this section respecting the form and manner of making demand
for inspection of such document; and (2) that the inspection sought is for a
proper purpose. Where the stockholder seeks to inspect the stock ledger or list
of stockholders of the corporation and has complied with the provisions of this
section respecting the form and manner of making demand for inspection of such
documents, the burden of proof shall be upon the corporation to establish that
the inspection sought is for an improper purpose.

        Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders and its other books and records for a purpose
reasonably related to his position as a director. The court may summarily order
the corporation to permit the director to inspect any and all books and records,
the stock ledger and the stock list and to make. copies or extracts therefrom.
The court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the
court may deem just and proper.

        SECTION 7.07. Amendment of By-Laws. These by-laws may be altered,
amended or repealed or new by-laws maybe adopted by the stockholders or by the
board of directors, when such power is conferred upon the board of directors by
the certificate of incorporation, 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 by-laws be contained in the notice of such special meeting.



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