EXHIBIT 3.2

                          AMENDED AND RESTATED BYLAWS
                                       OF
                           AMERICAN HEALTHWAYS, INC.

                                   ARTICLE I.

                                    OFFICES

         The registered office of the Corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware. The Corporation may also
have offices at such other places both within and without the State of Delaware
as the Board of Directors from time to time determine or the business of the
Corporation may require.

                                  ARTICLE II.

                                  STOCKHOLDERS

         2.1      Annual Meeting.

         An annual meeting of the stockholders of the Corporation shall be held
on such date as may be determined by the Board of Directors. The business to be
transacted at such meeting shall be the election of directors and such other
business as shall be properly brought before the meeting.

         2.2      Notice of Nominations and Other Business at Annual Meetings.

                  (a)      Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be considered by
the stockholders may be made at an annual meeting of stockholders (1) pursuant
to the Corporation's notice of meeting, (2) by or at the direction of the Board
of Directors or (3) by any stockholder of the Corporation who was a stockholder
of record at the time of giving of the notice provided for in this Section,




who is entitled to vote at the meeting and who complied with the notice
procedures set forth in this Section.

                  (b)      For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (3) of
paragraph (a) of this Section, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not less than ninety (90) days nor more
than one hundred twenty (120) days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced by more than thirty (30) days or delayed
by more than sixty (60) days from such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the 120th day
prior to such annual meeting and not later than the close of business on the
later of the 90th day prior to such annual meeting or the 10th day following
the day on which public announcement of the date of such meeting is first made.
In no event shall the public announcement of an adjournment of an annual
meeting commence a new time period for the giving of a stockholder's notice as
described above. Such stockholder's notice shall set forth (1) as to each
person whom the stockholder proposes to nominate for election or reelection as
a director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (including
such person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); (2) as to any other business
that the stockholder


                                       2


proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (3) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the Corporation's books, and of
such beneficial owner and (ii) the class and number of shares of the
Corporation which are owned beneficially and of record by such stockholder and
such beneficial owner.

                  (c)      Notwithstanding anything in the second sentence of
paragraph (b) of this Section to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
Corporation at least one hundred (100) days prior to the first anniversary of
the preceding year's annual meeting, a stockholder's notice required by this
Section shall also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than
the close of business on the 10th day following the day on which such public
announcement is first made by the Corporation.

                  (d)      Only such persons who are nominated in accordance
with the procedures set forth in this Section 2.2 shall be eligible to serve as
directors and only such business shall be conducted at an annual meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section. The Chairman of the meeting shall


                                       3


have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made in accordance with the
procedures set forth in this Section and, if any proposed nomination or
business is not in compliance with these Bylaws, to declare that such defective
proposed business or nomination shall be disregarded.

                  (e)      For purposes of this Section, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or a comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                  (f)      Notwithstanding the foregoing provisions of this
Section, a stockholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section. Nothing in this Section shall be deemed to
affect any rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

         2.3      Special Meetings.

         Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by law, may be called by the Chairman or the Board
of Directors pursuant to a resolution adopted by a majority of the entire Board
of Directors. The Board of Directors may postpone or reschedule any previously
scheduled special meeting. Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the meeting pursuant
to the Corporation's notice of meeting. Nominations of persons for election to
the Board of Directors may be made at a special meeting of stockholders at
which directors are to be selected pursuant to the Corporation's notice of
meeting (a) by or at the direction of


                                       4


the Board of Directors or (b) by any stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided for in this
Bylaw, who shall be entitled to vote at the meeting and who complies with the
notice procedures set forth in Section 2.2(b) of these Bylaws. Nominations by
stockholders of persons for election to the Board of Directors may be made at
such a special meeting of stockholders if the stockholder's notice required by
Section 2.2(b) of these Bylaws shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the 120th day
prior to such special meeting and not later than the close of business on the
later of the 90th day prior to such special meeting or the 10th day following
the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be selected
at such meeting.

         2.4      Place of Meetings.

         All meetings of the stockholders for the election of directors shall
be held in Nashville, Tennessee, at such place as may be fixed from time to
time by the Board of Directors, or at such other 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.

         2.5      Notice of Meetings; Waiver.

                  (a)      Notice. Notice of the date, time and place of each
annual and special stockholders' meeting and, in the case of a special meeting,
a description of the purpose or


                                       5


purposes for which the meeting is called, shall be given no fewer than ten (10)
days nor more than sixty (60) days before the date of the meeting. Such notice
shall comply with the requirements of Article XI of these Bylaws.

                  (b)      Waiver. A stockholder may waive any notice required
by law, the Certificate of Incorporation or these Bylaws before or after the
date and time stated in such notice. The waiver must be in writing, be signed
by the stockholder entitled to the notice and be delivered to the Corporation
for inclusion in the minutes or filing with the corporate records. A
stockholder's attendance at a meeting: (1) waives objection to lack of notice
or defective notice of the meeting, unless the stockholder at the beginning of
the meeting (or promptly upon his arrival) objects to holding the meeting or
transacting business at the meeting; and (2) waives objection to consideration
of a particular matter at the meeting that is not within the purpose or
purposes described in the meeting notice, unless the stockholder objects to
considering the matter when it is presented.

         2.6      Record Date.

         In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders, or to receive payment
of any dividend or other distribution or allotment of any rights or to exercise
any rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date on which the resolution
fixing the record date is adopted and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for such other
action as hereinbefore described; provided,


                                       6


however, that 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, and, for
determining stockholders entitled to receive payment of any dividend or other
distribution or allotment of rights or to exercise any rights of change,
conversion or exchange of stock or for any other purpose, the record date shall
be at the close of business on the day on which the Board of Directors adopts a
resolution relating thereto.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

         2.7      Stockholders' List.

         After the record date for a meeting has been fixed, the Corporation
shall prepare an alphabetical list of the names of all stockholders who are
entitled to notice of a stockholders' meeting. Such list will be arranged by
voting group (and within each voting group by class or series of shares), and
will show the address of and number of shares held by each stockholder. The
stockholders' list will be available for inspection by any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for at least
ten (10) days prior to the meeting, at the Corporation's principal office or at
a place identified in the meeting notice in the city where the meeting will 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.


                                       7


         2.8      Voting Groups; Quorum; 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 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 which might have been transacted at the meeting as originally
noticed. If the adjournment is for more than thirty (30) 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.

         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 (except the election of directors) brought
before such meeting, unless the question is one upon which by express provision
of law 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, and directors shall be elected by a plurality of the votes of such
stock.


                                       8


         2.9      Voting of Shares.

         Unless otherwise provided in the Certificate of Incorporation, each
outstanding share is entitled to one (1) vote in person or by proxy on each
matter voted on at a stockholders' meeting.

         2.10     Proxies.

         A stockholder may vote his shares in person or by proxy. A stockholder
may appoint a proxy to vote or otherwise act for him either by signing an
appointment personally or by his attorney-in-fact or by otherwise authorizing
such proxy in a manner consistent with Delaware law. An appointment of a proxy
is effective when received by the Secretary or other officer or agent
authorized to tabulate votes. No proxy shall be voted or acted upon after three
(3) years from its date, unless the proxy provides for a longer period. An
appointment of a proxy is revocable by the stockholder unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest sufficient in law to support an irrevocable power.

         2.10     Presiding Officer and Secretary.

         Meetings of the stockholders shall be presided over by the Chairman,
or if he is not present, by the President, or if neither the Chairman nor the
President is present, by a chairman to be chosen by a majority of the
stockholders entitled to vote at such meeting. The Secretary 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 stockholders
entitled to vote at such meeting shall choose any person present to act as
secretary of the meeting.

         2.11     Conduct of Business.


                                       9


        The Chairman of any meeting of stockholders shall determine the order
of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order. The
date and time of the opening and closing of the polls for each matter upon
which the stockholders will vote at the meeting shall be announced at the
meeting.

                                  ARTICLE III.

                                   DIRECTORS

         3.1      Powers and Duties.

         All corporate powers shall be exercised by or under the authority of
and the business and affairs of the Corporation managed under the direction of
the Board of Directors.

         3.2      Number; Term.

         The Board of Directors shall consist of no fewer than three (3) nor
more than nine (9) members. The exact number of directors may be fixed, changed
or determined from time to time by resolution of the Board of Directors. A
director shall hold office until the annual meeting for the year in which his
term expires and until his successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office.

         3.3      Meetings; Notice.

         The Board of Directors may hold regular and special meetings either
within or without the State of Delaware. The Board of Directors may permit any
or all directors to participate in a regular or special meeting by, or conduct
the meeting through the use of, any means of


                                       10


communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means
is deemed to be present in person at the meeting.

                  (a)      Regular Meetings. Unless the Certificate of
Incorporation otherwise provides, regular meetings of the Board of Directors
may be held without notice of the date, time, place or purpose of the meeting.

                  (b)      Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman, the President or one-third of the
entire Board of directors. Unless the Certificate of Incorporation otherwise
provides, special meetings must be preceded by at least twenty-four (24) hours'
notice of the date, time and place of the meeting but need not describe the
purpose of such meeting. Such notice shall comply with the requirements of
Article XI of these Bylaws.

                  (c)      Adjourned Meetings. Notice of an adjourned meeting
need not be given if the time and place to which the meeting is adjourned are
fixed at the meeting at which the adjournment is taken, and if the period of
adjournment does not exceed one month in any one adjournment.

                  (d)      Waiver of Notice. 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 and filed with the minutes or corporate records. A director's
attendance at or participation in a meeting waives any required notice to him
of such meeting unless the director at the beginning of the meeting (or
promptly upon his


                                       11


arrival) objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.

         3.4      Quorum.

         Unless the Certificate of Incorporation requires a greater number, a
quorum of the Board of Directors consists of a majority of the fixed number of
directors.

         3.5      Voting.

         If a quorum is present when a vote is taken, the affirmative vote of a
majority of directors present is the act of the Board of Directors, unless the
Certificate of Incorporation or these Bylaws require the vote of a greater
number of directors.

         3.6      Action Without Meeting.

         Unless the Certificate of Incorporation otherwise provides, any action
required or permitted to be taken at a Board of Directors' meeting may be taken
without a meeting if all members of the Board of Directors consent in writing
to the taking of such action without a meeting. Such action must be evidenced
by one or more written consents describing the action taken, signed by each
director, which consents shall be included in the minutes or filed with the
corporate records reflecting the action taken. Action taken by consent is
effective when the last director signs the consent, unless the consent
specifies a different effective date.

         3.7      Compensation.

         Directors, and members of any committee created by the Board of
Directors, shall be entitled to such compensation for their services as
directors and members of such committee as shall be fixed from time to time by
the Board, and shall also be entitled to reimbursement for any reasonable
expenses incurred in attending meetings of the Board or of any such committee


                                       12


meetings. Any director receiving such compensation shall not be barred from
serving the Corporation in any other capacity and receiving reasonable
compensation for such other services.

         3.8      Resignation.

         A director may resign at any time by delivering written notice to the
Board of Directors, the Chairman or President, or to the Corporation. A
resignation is effective when the notice is delivered unless the notice
specifies a later effective date.

         3.9      Vacancies.

         If a vacancy occurs on the Board of Directors, or if there is a
newly-created directorship resulting from an increase in the number of
directors, the Board of Directors may fill such vacancy by an affirmative vote
of a majority of the Board of Directors then in office, even though the
directors remaining in office may constitute fewer than a quorum of the Board
of Directors.

         3.10     Removal of Directors.

         A director may be removed by the stockholders only at a meeting called
for the purpose of removing him, and the meeting notice must state that the
purpose, or one of the purposes, of the meeting is the removal of directors.


                                      13


                                  ARTICLE IV.

                                   COMMITTEES

         4.1      Committees.

         The Board of Directors may, by resolution passed by a majority of the
whole board, establish an Audit Committee, a Compensation Committee, a
Nominating Committee, and such other committees as the Board of Directors may
from time to time deem appropriate. Each committee established by the Board
shall 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.

         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, (except
that a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of Directors
as provided in Section 151(a) of the General Corporation Law of the State of
Delaware fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other
class or classes of stock of the Corporation) adopting an agreement of merger
or consolidation, recommending to the


                                       14


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 provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock or to
adopt a certificate of ownership and merger.

         Each committee shall keep regular minutes of its meetings and report
the same to the Board of Directors when required.

                                   ARTICLE V.

                                    OFFICERS

         5.1      Number.

         The officers of the Corporation shall be a Chairman, a President, one
or more Vice- Presidents, a Secretary, a Treasurer (collectively the "principal
officers") and such other officers as may be from time to time appointed by the
Board of Directors or by the President with the approval of the Board. One
person may simultaneously hold more than one office except the President may
not simultaneously hold the office of Secretary.

         5.2      Appointment.

         The principal officers shall be appointed annually by the Board at the
first meeting of the Board following the annual meeting of the stockholders, or
as soon thereafter as is conveniently possible. Each officer shall serve at the
pleasure of the Board and until his successor shall have been appointed, or
until his death, resignation or removal.


                                      15


         5.3      Resignation and Removal.

         An officer may resign at any time by delivering notice to the
Corporation. Such resignation is effective when such notice is delivered unless
such notice specifies a later effective date.

         An officer's resignation does not affect the Corporation's contract
rights, if any, with the officer.

         The Board of Directors may remove any officer at any time with or
without cause, but such removal shall not prejudice the contract rights, if
any, of the person so removed.

         5.4      Vacancies.

         Any vacancy in an office from any cause may be filled for the
unexpired portion of the term by the Board of Directors.

         5.5      Duties.

                  (a)      Chairman. The Chairman shall be the Chief Executive
Officer of the Corporation and shall have general supervision over the active
management of the business of the Corporation. The Chairman shall preside at
all meetings of the stockholders and the Board of Directors and shall see that
all orders and resolutions of the Board of Directors are carried into effect.

                  (b)      President. The President shall have the general
powers and duties of supervision and management usually vested in the office of
the President of a corporation and shall perform such other duties as the Board
of Directors may from time to time prescribe.

                  (c)      Vice President. The Vice President or Vice
Presidents (if any) shall be active executive officers of the Corporation,
shall assist the Chairman and the President in the


                                       16


active management of the business, and shall perform such other duties as the
Board of Directors may from time to time prescribe. The Board may designate a
Vice President to be the chief financial officer of the Corporation, in which
event such authority shall preempt the duties and responsibilities set forth
herein for the Treasurer.

                  (d)      Secretary. The Secretary shall attend all meetings
of the Board of Directors and all meetings of the share holders and shall
prepare and record all votes and all minutes of all such meetings in a book to
be kept for that purpose; he shall perform like duties for any committee when
required. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors when required, and
unless directed otherwise by the Board of Directors, shall keep a stock record
containing the names of all persons who are stockholders of the Corporation,
showing their place of residence and the number of shares held by them
respectively. The Secretary shall have the responsibility of authenticating
records of the Corporation. The Secretary shall perform such other duties as
may be prescribed from time to time by the Board of Directors.

                  (e)      Treasurer. The Treasurer shall have the custody of
the Corporation's funds and securities, shall keep or cause to be kept full and
accurate account of receipts and disbursements in books belonging to the
Corporation, and shall deposit or cause to be deposited 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. The Treasurer
shall disburse or cause to be disbursed the funds of the Corporation as
required in the ordinary course of business or as may be ordered by the Board,
taking proper vouchers for such disbursements, and shall render to the
Chairman, the President and directors at the


                                       17


regular meetings of the Board, or whenever they may require it, an account of
all of his transactions as Treasurer and the financial condition of the
Corporation. He shall perform such other duties as may be incident to his
office or as prescribed from time to time by the Board of Directors. The
Treasurer shall give the Corporation a bond, if required by the Board of
Directors, in a sum and with one or more sureties satisfactory to the Board for
the faithful performance of the duties of his office and for the restoration to
the Corporation in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

                  (f)      Other Officers. Other officers appointed by the
Board of Directors shall exercise such powers and perform such duties as may be
delegated to them.

                  (g)      Delegation of Duties. In case of the absence or
disability of any officer of the Corporation or of any person authorized to act
in his place, the Board of Directors may from time to time delegate the powers
and duties of such officer to any officer, or any director, or any other person
whom it may select, during such period of absence or disability.

                                  ARTICLE VI.

                                SHARES OF STOCK

         6.1      Shares with or without Certificates.

         The Board of Directors may authorize that some or all of the shares of
any or all of the Corporation's classes or series of stock be evidenced by a
certificate or certificates of stock. The Board of Directors may also authorize
the issue of some or all of the shares of any or all


                                       18


of the Corporation's classes or series of stock without certificates. The
rights and obligations of stockholders with the same class and/or series of
stock shall be identical whether or not their shares are represented by
certificates.

                  (a)      Shares with Certificates. If the Board of Directors
chooses to issue shares of stock evidenced by a certificate or certificates,
each individual certificate shall include the following on its face: (i) the
Corporation's name, (ii) the fact that the Corporation is organized under the
laws of the State of Delaware, (iii) the name of the person to whom the
certificate is issued, (iv) the number of shares represented thereby, (v) the
class of shares and the designation of the series, if any, which the
certificate represents, and (vi) such other information as applicable law may
require or as may be lawful.

         If the Corporation is authorized to issue different classes of shares
or different series within a class, the designations, relative rights,
preferences and limitations determined for each series (and the authority of
the Board of Directors to determine variations for future series) shall be
summarized on the front or back of each certificate. Alternatively, each
certificate shall state on its front or back that the Corporation will furnish
the stockholder this information in writing, without charge, upon request.

         Each certificate of stock issued by the Corporation shall be signed
(either manually or in facsimile) by the Chairman, the President or a
Vice-President, and by the Secretary, an Assistant Secretary, the Treasurer or
an Assistant Treasurer. If the person who signed a certificate no longer holds
office when the certificate is issued, the certificate is nonetheless valid.


                                       19


                  (b)      Shares without Certificates. If the Board of
Directors chooses to issue shares of stock without certificates, the
Corporation shall, within a reasonable time after the issuance or transfer of
the uncertificated stock, send to the registered owner of the stock a written
notice containing the information required to be stated on certificates
pursuant to Sections 151, 156, 202(a) and 218(a) of the General Corporation Law
of the State of Delaware or a statement that the Corporation will furnish
without charge to each stockholder who so requests the powers, 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.

         6.2      Subscriptions for Shares.

         Subscriptions for shares of the Corporation shall be valid only if
they are in writing and signed by the subscriber. Unless the subscription
agreement provides otherwise, subscriptions for shares, regardless of the time
when they are made, shall be paid in full at such time, or in such installments
and at such periods, as shall be determined by the Board of Directors. All
calls for payment on subscriptions shall be uniform as to all shares of the
same class or of the same series, unless the subscription agreement specifies
otherwise.

         6.3      Transfers.

         Transfers of shares of the capital stock of the Corporation shall be
made only on the books of the Corporation by (i) the holder of record thereof,
(ii) by his legal representative, who, upon request of the Corporation, shall
furnish proper evidence of authority to transfer, or (iii) his attorney,
authorized by a power of attorney duly executed and filed with the Secretary of
the Corporation or a duly appointed transfer agent. Such transfers shall be
made


                                       20


only upon surrender, if applicable, of the certificate or certificates for such
shares properly endorsed and with all taxes thereon paid.

         6.4      Lost, Destroyed or Stolen Certificates.

         No certificate for shares of stock of the Corporation shall be issued
in place of any certificate alleged to have been lost, destroyed or stolen
except on production of evidence, satisfactory to the Board of Directors or
Transfer Agent for the Corporation's stock, of such loss, destruction or theft,
and, if the Board of Directors or Transfer Agent for the Corporation's stock so
requires, upon the furnishing of an indemnity bond in such amount and with such
terms and such surety as either the Board of Directors or Transfer Agent for
the Corporation's stock may in its discretion require.

                                  ARTICLE VII.

                               CORPORATE ACTIONS

         7.1      Contracts.

         Unless otherwise required by the Board of Directors, the Chairman, the
President or any Vice President shall execute contracts or other instruments on
behalf of and in the name of the Corporation. The Board of Directors may from
time to time authorize any other officer, assistant officer or agent to enter
into any contract or execute any instrument in the name of and on behalf of the
Corporation as it may deem appropriate, and such authority may be general or
confined to specific instances.

         7.2      Loans.


                                       21


         No loans shall be contracted on behalf of the Corporation and no
evidence of indebtedness shall be issued in its name unless authorized by the
Chairman, the President or the Board of Directors. Such authority may be
general or confined to specific instances.

         7.3      Checks, Drafts, Etc.

         Unless otherwise required by the Board of Directors, all checks,
drafts, bills of exchange and other negotiable instruments of the Corporation
shall be signed by either the Chairman, the President, a Vice-President or such
other officer or agent of the Corporation as may be authorized so to do by the
Board of Directors, the chief financial officer or the President. Such
authority may be general or confined to specific business, and, if so directed
by the Board of Directors, the chief financial officer or the President, the
signatures of two or more such officers may be required.

         7.4      Deposits.

         All funds of the Company not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks or other
depositories as the Board of Directors may authorize.

         7.5      Voting Securities Held by the Corporation.

         Unless otherwise required by the Board of Directors, the Chairman or
the President shall have full power and authority on behalf of the Corporation
to attend any meeting of security holders, or to take action on written consent
as a security holder, of other corporations in which the Corporation may hold
securities. In connection therewith the Chairman or the President shall possess
and may exercise any and all rights and powers


                                       22


incident to the ownership of such securities which the Corporation possesses.
The Board of Directors may, from time to time, confer like powers upon any
other person or persons.

         7.6      Dividends.

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

         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.

                                 ARTICLE VIII.

                                  FISCAL YEAR

         The fiscal year of the Corporation shall be determined by the Board of
Directors, and in the absence of such determination shall be August 31.


                                       23


                                  ARTICLE IX.

                                 CORPORATE SEAL

         The Corporation shall not have a corporate seal.

                                   ARTICLE X.

                              AMENDMENT OF BYLAWS

         These Bylaws may be altered, amended or repealed, and new Bylaws may
be adopted at any meeting of the stockholders by the affirmative vote of a
majority of the stock represented at such meeting, or by the affirmative vote
of a majority of the members of the Board of Directors who are present at any
regular or special meeting.

                                  ARTICLE XI.

                                     NOTICE

         Unless otherwise provided for in these Bylaws, any notice required
shall be in writing except that oral notice is effective if it is reasonable
under the circumstances and not prohibited by the Certificate of Incorporation
or these Bylaws. Notice may be communicated in person; by telephone, telegraph,
teletype or other form of wire or wireless communication; or by mail or private
carrier. Written notice to a domestic or foreign corporation authorized to
transact business in Delaware may be addressed to its registered agent at its
registered office or to the corporation or its secretary at its principal
office as shown in its most recent annual report or, in the case of a foreign
corporation that has not yet delivered an annual report, in its application for
a certificate of authority.


                                       24


         Written notice to stockholders, if in a comprehensible form, if mailed
postpaid and correctly, is effective at the earliest of the following: (a) when
received, (b) upon deposit in the United States mail, if mailed correctly
addressed and with first class postage affixed thereon; (c) on the date shown
on the return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee; or (d)
twenty (20) days after its deposit in the United States mail, as evidenced by
the postmark if mailed correctly addressed, and with other than first class,
registered or certified postage affixed. Oral notice is effective when
communicated if communicated in a comprehensible manner.


                                      25