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                                                                     Exhibit 3.2

                                     BY-LAWS

                                       OF

                           NOVEN PHARMACEUTICALS, INC.

                               ARTICLE I - OFFICES

         SECTION 1. REGISTERED OFFICE -- The registered office of the
Corporation shall be established and maintained at 1 American Avenue, City of
Dover, in the County of Kent in the State of Delaware.

         SECTION 2. OTHER OFFICES -- The Corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors may from time to time appoint or the business of the
Corporation may require.

                      ARTICLE II - MEETING OF STOCKHOLDERS

         SECTION 1. ANNUAL MEETINGS -- Annual meetings of stockholders for the
election of directors and for such other business as may properly come before
the meeting, shall be held at such place, either within or without the State of
Delaware and at such time and date as the Board of Directors shall determine by
resolution and as shall be set forth in the notice of the annual meeting.

         SECTION 2. SPECIAL MEETINGS -- Special meetings of the stockholders,
for any purpose, unless otherwise proscribed by statute or by the Certificate of
Incorporation, may be called by the Chief Executive Office or Chairman of the
Board of Directors and shall be called by the Chief Executive Officer or
Secretary at the request in writing of a majority of the directors and shall be
held at such place, either within or without the State of Delaware, and at such
time and date as the person or persons calling the same may specify in their
request. Such request shall state the purpose of the proposed meeting. No
business other than that stated in the notice shall be transacted at any special
meeting.

         SECTION 3. REMOTE MEETINGS AND REMOTE COMMUNICATIONS -- The Board of
Directors may, in its sole discretion, determine that any annual or special
meeting of stockholders shall not be held at any place, but may instead be held
solely by means of remote communication.

         If authorized by the Board of Directors in its sole discretion, and
subject to such guidelines and procedures as the Board of Directors may adopt,
stockholders and proxyholders not physically present at a meeting of
stockholders may, by means of remote communication: (A) participate in any
annual or special meeting of stockholders; and (B) be deemed present in person
and vote at any annual or special meeting of stockholders whether such meeting
is to be held at a designated place or solely by means of remote communication,
provided that: (i) the Corporation shall implement reasonable measures to verify
that each person deemed present and permitted to vote at the meeting


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by means of remote communication is a stockholder or proxyholder, (ii) the
Corporation shall implement reasonable measures to provide such stockholders and
proxyholders a reasonable opportunity to participate in the meeting and to vote
on matters submitted to the stockholders, including an opportunity to read or
hear the proceedings of the meeting substantially concurrently with such
proceedings, and (iii) if any stockholder or proxyholder votes or takes other
action at the meeting by means of remote communication, a record of such vote or
other action shall be maintained by the Corporation.

         SECTION 4. VOTING -- Each stockholder entitled to vote in accordance
with the terms and provisions of the Certificate of Incorporation and these
By-Laws shall be entitled to one vote, in person or by proxy, for each share of
stock entitled to vote held by such stockholder, but no proxy shall be voted
after three years from its date unless such proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary of the Corporation. The vote for directors and,
upon the demand of any stockholder, the vote upon any question before the
meeting shall be by ballot. All elections for directors shall be decided by
plurality vote; all other questions shall be decided by majority vote of all
holders of shares of stock entitled to vote thereon which are present in person
or represented by proxy at the meeting, except as otherwise provided by the
Certificate of Incorporation or the laws of the State of Delaware.

         SECTION 5. STOCKHOLDER LIST -- The officer who has charge of the stock
ledger of the Corporation shall at least 10 days before each meeting of
stockholders prepare a complete alphabetical addressed list of the stockholders
entitled to vote at the ensuing election, with the number of shares held by
each. Said list shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a period of
at least 10 days prior to the meeting, at the principal place of business of the
Corporation. The list shall be available for inspection at the meeting.

         SECTION 6. QUORUM -- Except as otherwise required by law, by the
Certificate of Incorporation or by these By-Laws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the Corporation
entitled to vote shall constitute a quorum at all meetings of the stockholders.
Shares of its own stock belonging to the Corporation or to another Corporation,
if a majority of shares entitled to vote in the election of directors of such
other corporation is held directly or indirectly, by the Corporation, shall
neither be entitled to vote nor be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of the Corporation to vote
stock, including but not limited to its own stock, held by it in a fiduciary
capacity. In case a quorum shall not be present at any meeting, a majority in
interest of the stockholders entitled to vote thereat, present in person or by
proxy, shall have power to adjourn the meeting from time to time, as provided in
Article I, Section 9, until the requisite amount of stock entitled to vote shall
be present. At any such adjourned meeting at which the requisite amount of stock
entitled to vote shall be represented, any business may be transacted which
might have been transacted at the meeting as originally noticed. When any
meeting is convened, the presiding officer, if directed by the Board



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of Directors, may adjourn the meeting if (A) no quorum is present for the
transaction of business, or (B) the Board of Directors determines that
adjournment is necessary or appropriate to enable the stockholders (i) to
consider fully information which the Board determines has not been made
sufficiently or timely available to stockholders or (ii) otherwise to exercise
effectively their voting rights.

         SECTION 7. NOTICE OF MEETINGS -- Written notice, stating the place, if
any, date and time of the meeting, the means of remote communication, if any, by
which stockholders and proxyholders may be deemed to be present in person and
vote at such meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given to each stockholder
entitled to vote thereat at his address as it appears on the records of the
Corporation, not less than ten nor more than sixty days before the date of the
meeting. If mailed, such notice shall be deemed to be given when deposited in
the mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

         SECTION 8. ACTION BY CONSENT OF STOCKHOLDERS -- Any action required to
be taken at any annual or special meeting of the 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 and shall be delivered to the Corporation by delivery to its principal
place of business.

         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, within sixty days of the
earliest dated consent delivered in the manner required hereby to the
Corporation, written consents signed by a sufficient number of holders or
members to take action are delivered to the Corporation by delivery to its
principal place of business

         A telegram, cablegram or other electronic transmission consenting to an
action to be taken and transmitted by a stockholder or proxyholder, or by a
person or persons authorized to act for a stockholder or proxyholder, shall be
deemed to be written, signed and dated for the purposes hereof; provided that
any such telegram, cablegram or other electronic transmission sets forth or is
delivered with information from which the Corporation can determine: (A) that
the telegram, cablegram or other electronic transmission was transmitted by the
stockholder or proxyholder or by a person or persons authorized to act for the
stockholder or proxyholder and (B) the date on which such stockholder or
proxyholder or authorized person or persons transmitted such telegram, cablegram
or electronic transmission. The date on which such telegram, cablegram or
electronic transmission is transmitted shall be deemed to be the date on which
such consent was signed. No consent given by telegram, cablegram or other
electronic transmission shall be deemed to have been delivered until such
consent is reproduced in paper form and until such paper form shall be delivered
to the Corporation by delivery to its principal place of business.
Notwithstanding the foregoing limitations on delivery, consents given by
telegram, cablegram or other electronic transmission may be



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otherwise delivered to the principal place of business of the Corporation if, to
the extent and in the manner provided by resolution of the Board of Directors.

         Any copy, facsimile or other reliable reproduction of a consent in
writing may be substituted or used in lieu of the original writing for any and
all purposes for which the original writing could be used, provided that such
copy, facsimile or other reproduction shall be a complete reproduction of the
entire original writing.

         Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders or
members who have not consented in writing and who, if the action had been taken
at a meeting, would have been entitled to notice of the meeting if the record
date for such meeting had been the date that written consents signed by a
sufficient number of holders or members to take the action were delivered to the
Corporation as provided herein.

         SECTION 9. ADJOURNMENTS -- Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and, except as set forth below, notice need not be given of any such
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting, the Corporation may
transact any business which might have been transacted at the original meeting.
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 10. ORGANIZATION -- Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his absence by the Chief
Executive Officer, or in his absence by a Vice-President, or in the absence of
the foregoing persons by a chairman designated by the Board of Directors, or in
the absence of such designation by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his absence the chairman
of the meeting may appoint any person to act as secretary of the meeting.

         SECTION 11. FIXING DATE FOR 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, or
entitled to 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 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: (A) in the case of determination
of stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty nor
less than ten days before the date of such meeting; (B) in the case of
determination of stockholders entitled to consent to corporate action, 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; and (C) in the case of a dividend or
other distribution or other action, shall not be more than sixty days prior to
such action. If no record date is fixed: (1) the



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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 (2) the record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto. Except as provided in Article I, Section
9, a determination of stockholders of record entitled to notice of or to vote at
a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

         SECTION 12. ADVANCE NOTICE OF BUSINESS TO BE TRANSACTED AT ANNUAL
MEETINGS -- (a) To be properly brought before the annual meeting of
stockholders, business must be either (i) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board (or any duly
authorized committee thereof), (ii) otherwise properly brought before the
meeting by or at the direction of the Board (or any duly authorized committee
thereof) or (iii) otherwise properly brought before the meeting by any
stockholder of the Corporation (A) who is a stockholder of record on the date of
the giving of the notice provided for in this Section 11 and on the record date
for the determination of stockholders entitled to vote at such meeting and (B)
who complies with the notice procedures set forth in this Section 11. In
addition to any other applicable requirements, including but not limited to the
requirements of Rule 14a-8 promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), for
business to be properly brought before an annual meeting by a stockholder
pursuant to clause (iii) of this Section 11(a), such stockholder must have given
timely notice thereof in proper written form to the Secretary of the
Corporation.

                  (b) To be timely, a stockholder's notice to the Secretary
pursuant to clause (iii) of Section 11(a) must be delivered to or mailed and
received at the principal executive offices of the Corporation, not less than 60
days nor more than 120 days prior to the anniversary date of the date on which
the Company first mailed or caused to be mailed its proxy statement for its
immediately preceding annual meeting of stockholders; PROVIDED, HOWEVER, that in
the event that the annual meeting is called for a date that is not within 30
days before or after the anniversary date of the immediately preceding annual
meeting, notice by the stockholder in order to be timely must be so received no
later than the close of business on the tenth day following the day on which
such notice of the date of the annual meeting is mailed or such public
disclosure of the date of the annual meeting is made, whichever first occurs.

                  (c) To be in proper written form, a stockholder's notice to
the Secretary pursuant to clause (iii) of Section 11(a) must set forth as to
each matter such stockholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting, (ii) the name and
record address of such stockholder, (iii) the class or series and number of
shares of capital stock of the Corporation which are owned beneficially or of
record by such stockholder, together with evidence reasonably satisfactory to
the Secretary of such beneficial ownership, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and



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any material interest of such stockholder in such business, (v) a representation
that such stockholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting and (vi) any material interest
of the stockholder proposing to bring such business before such meeting (or any
other stockholders known to be supporting such proposal) in such proposal.

                  (d) Notwithstanding anything in these By-Laws to the contrary,
no business shall be conducted at the annual meeting of stockholders except
business brought before such meeting in accordance with the procedures set forth
in this Article I Section 12; PROVIDED, HOWEVER, that, once business has been
properly brought before such meeting in accordance with such procedures, nothing
in this Article I Section 12 shall be deemed to preclude discussion by any
stockholder of any such business. If the chairman of such meeting determines
that business was not properly brought before the meeting in accordance with the
foregoing procedures, the chairman shall declare to the meeting that the
business was not properly brought before the meeting and such business shall not
be transacted.

                             ARTICLE III - DIRECTORS

         SECTION 1. NUMBER AND TERM -- The number of directors shall be not less
than three nor more than ten as determined from time to time by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders and each director shall be elected and shall qualify. Directors
need not be stockholders.

         SECTION 2. NOMINATIONS FOR DIRECTORS -- Only persons who are nominated
in accordance with the procedures set forth in this Article III Section 2 shall
be eligible for election as directors. Nominations of persons for election to
the Board of Directors of the Corporation may be made at a meeting of
stockholders by or at the direction of the Board of Directors or by any
stockholder of the Corporation entitled to vote for the election of Directors at
the meeting who complies with the notice procedures set forth in this Article
III Section 2. Such nominations, other than those made by or at the direction of
the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation (i) in the case of an annual meeting, not less than 60 days nor more
than 120 days prior to the anniversary date of the date on which the Corporation
first mailed or caused to be mailed its proxy statement for its immediately
preceding annual meeting of stockholders; PROVIDED, HOWEVER, that in the event
that the annual meeting is called for a date that is not within 30 days before
or after the anniversary date of the immediately preceding annual meeting notice
by the stockholder in order to be timely must be so received not later than the
close of business on the tenth day following the day on which such notice of the
date of the annual meeting is mailed or such public disclosure of the date of
the annual meeting is made, whichever first occurs, or (ii) in the case of a
special meeting of stockholders called for the purpose of electing directors,
not later than the close of business on the tenth day following the day on which
notice of the date of the special meeting is mailed or public disclosure of the
date of the special meeting is made, whichever first occurs. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a director, (i) the name, age, business
address and residence address of such person, (ii) the principal



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occupation or employment of such person, (iii) the class and number of shares of
the Corporation which are beneficially owned by such person and (iv) any other
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 Exchange Act, as amended
(including without limitation such persons' written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); and
(b) as to the stockholder giving the notice (i) the name and address, as they
appear on the Corporation's books, of such stockholder, (ii) the class and
number of shares of the Corporation which are beneficially owned by such
stockholder together with evidence reasonably satisfactory to the Secretary of
such beneficial ownership, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (iv) a representation that such stockholder
intends to appear in person or by proxy at the meeting to nominate the persons
named in its notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. At the request of the Board of Directors,
any person nominated by the Board of Directors for election as a director shall
furnish to the Secretary of the Corporation that information required to be set
forth in a stockholder's notice of nomination which pertains to the nominee. No
person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Article III
Section 2. The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by the By-Laws, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be disregarded.

         SECTION 3. RESIGNATIONS -- Any director or member of a committee may
resign at any time. Such resignation shall be made in writing or by electronic
transmission, and shall take effect at the time specified therein, and if no
time be specified, at the time of its receipt by the Chief Executive Officer or
Secretary. Except as aforesaid, the acceptance of a resignation shall not be
necessary to make it effective.

         SECTION 4. VACANCIES -- If the office of any director or member of a
committee becomes vacant, or a new directorship or committee membership is
created, the remaining directors in office, even if less than a quorum, by a
majority vote may appoint any qualified person to fill such vacancy, who shall
hold office for the unexpired term and until his successor shall be duly chosen.

         SECTION 5. REMOVAL -- Any director or directors may be removed either
for or without cause at any time by the affirmative vote of the holders of a
majority of all the shares of stock outstanding and entitled to vote, at a
special meeting of the stockholders called for the purpose and the vacancies
thus created may be filled at the meeting held for the purpose of removal, by
the affirmative vote of a majority in interest of the stockholders entitled to
vote.

         SECTION 6. INCREASE OF NUMBER -- The number of directors may be
increased by amendment of these By-Laws by the affirmative vote of a majority of
the directors then holding office or by the affirmative vote of a majority in
interest of the stockholders, at the annual meeting



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or at a special meeting called for that purpose, and by like vote the additional
directors may be chosen at such meeting to hold office until the next annual
election and until their successors are elected and qualify.

         SECTION 7. REGULAR MEETINGS -- Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times fixed by resolution of the Board of Directors, and if so fixed by
resolution, notices thereof need not be given.

         SECTION 8. SPECIAL MEETINGS -- Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board, the Chief Executive
Officer, the Secretary, or by any two members of the Board of Directors. Notice
of a special meeting of the Board of Directors shall be given by the person or
persons calling the meeting at least twenty-four hours before the special
meeting.

         SECTION 9. TELEPHONIC AND ELECTRONIC MEETINGS PERMITTED -- Members of
the Board of Directors, or any committee designated by the Board of Directors,
may participate in a meeting thereof by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
By-Laws shall constitute presence in person at such meeting.

         SECTION 10. QUORUM; VOTE REQUIRED BY ACTION -- At all meetings of the
Board of Directors, a majority of the whole Board of Directors shall constitute
a quorum for the transaction of business. Except in cases in which the
Certificate of Incorporation or these By-Laws otherwise provide, the vote of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

         SECTION 11. ORGANIZATION -- Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his absence by a
chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting.

         SECTION 12. COMPENSATION -- Directors shall not receive any stated
salary for their services as directors or as members of committees, but by
resolution of the board a fixed fee and expenses of attendance may be allowed
for attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity as an
officer, agent or otherwise, and receiving compensation therefor.

         SECTION 13. ACTION WITHOUT MEETING -- 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 of Directors or
Committee, as the case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board of
Directors, or Committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.




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                             ARTICLE IV - COMMITTEES

         SECTION 1. COMMITTEES -- The Board of Directors may designate one or
more Committees, each Committee to consist of one or more of the directors of
the Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the Committee. In the absence or disqualification of a
member of a Committee, the member or members present at any meeting and not
disqualified from voting, whether or not such member or members 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 shall, to the extent provided by the Board of Directors, 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 the following
matter: (A) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by applicable law to be submitted to
stockholders for approval or (B) adopting, amending or repealing any bylaw of
the Corporation.

         SECTION 2. COMMITTEE RULES -- Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules,
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of the By-Laws.

                              ARTICLE V - OFFICERS

         SECTION 1. OFFICERS -- The officers of the Corporation shall consist of
a Chief Executive Officer and a Secretary, and shall be elected by the Board of
Directors and shall hold office until their successors are elected and
qualified. In addition, the Board of Directors may elect a Chairman, a Chief
Financial Officer, a Treasurer, one or more Vice-Presidents and such Assistant
Treasurers and Assistant Secretaries, as it may deem proper. None of the
officers of the Corporation need be directors. The officers shall be elected at
the first meeting of the Board of Directors after each annual meeting. More than
two offices may be held by the same person. Any officer may resign at any time
upon written notice or electronic transmission to the Corporation. The Board of
Directors may remove any officer with or without cause at any time, but such
removal shall be without prejudice to the contractual rights of such officer, if
any, with the Corporation. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise, may be filled for the
unexpired portion of the term by the Board of Directors at any regular or
special meeting.

         SECTION 2. OTHER OFFICERS AND AGENTS -- The Board of Directors may
appoint such officers and agents as it may deem advisable, who shall hold their
offices for such terms and shall exercise such power and perform such duties as
shall be determined from time to time by the Board of Directors.




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         SECTION 3. CHAIRMAN -- The Chairman of the Board of Directors, if one
be elected, shall preside at all meetings of the stockholders and of the Board
of Directors and he shall have and perform such other duties as from time to
time may be assigned to him by the Board of Directors.

         SECTION 4. CHIEF EXECUTIVE OFFICER -- The Chief Executive Officer shall
be the senior officer of the Corporation and, subject to the control of the
Board of Directors, shall have general and active management and control of the
business and affairs of the Corporation and over its several officers, and shall
see that all orders and resolutions of the Board are carried into effect. In the
absence of the Chairman of the Board, the Chief Executive Officer shall preside
over meetings of the stockholders of the Corporation.

         SECTION 5. CHIEF FINANCIAL OFFICER -- The Chief Financial Officer shall
exercise supervision over all of the financial affairs of the Corporation, and
shall perform such other duties as from time to time may be assigned by the
Chief Executive Officer.

         SECTION 6. TREASURER -- The Treasurer shall have the care and custody
of all the funds of the Corporation and shall deposit such funds in such banks
or other depositories as the Board, or any officer or officers, or any officer
and agent jointly, duly authorized by the Board, shall, from time to time,
direct or approve. He or she shall disburse the funds of the Corporation under
the direction of the Board of Directors, the Chief Executive Officer and the
Chief Financial Officer. He or she shall keep a full and accurate account of all
moneys received and paid on account of the Corporation and shall render a
statement of his or her accounts whenever the Board of Directors, the Chief
Executive Officer or the Chief Financial Officer shall so request. When required
by the Board of Directors, he or she shall give bonds for the faithful discharge
of his or her duties in such sums and with such sureties as the Board of
Directors shall approve.

         SECTION 7. ASSISTANT TREASURERS -- Assistant Treasurers of the
Corporation, if any, in order of their seniority or in any other order
determined by the Board of Directors, shall generally assist the Treasurer and
perform such other duties as the Board of Directors or the Treasurer shall
prescribe, and, in the absence or disability of the Treasurer, shall perform the
duties and exercise the powers of the Treasurer.

         SECTION 8. VICE-PRESIDENT -- Each Vice-President shall have such powers
and shall perform such duties as shall be assigned to him by the Board of
Directors or the Chief Executive Officer.

         SECTION 9. SECRETARY -- The Secretary shall give, or cause to be given,
notice of all meetings of stockholders and directors, and all other notices
required by law or by these By-Laws, and in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the Chief Executive Officer, or by the directors, or stockholders, upon whose
requisition the meeting is called as provided in these By-Laws. He shall record
all the proceedings of the meetings of the Corporation and of directors in a
book to be kept for that purpose. He shall keep in safe custody the seal of the
Corporation, and when authorized by the Board of Directors, affix the same to
any instrument requiring it, and when so affixed, it shall be attested by his
signature or by the signature of any assistant secretary.




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         SECTION 10. ASSISTANT SECRETARIES -- Assistant Secretaries, if any,
shall be elected and shall have such powers and shall perform such duties as
shall be assigned to them by the directors or the Chief Executive Officer.

         SECTION 11. OTHER OFFICERS -- The Board or the Chief Executive Officer
may appoint such other officers and assistant officers and agents as it or he or
she shall deem necessary, who shall hold their offices for such terms and shall
have authority and exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors, by resolution not
inconsistent with these By-Laws.

                          ARTICLE VI - INDEMNIFICATION

         SECTION 1. INDEMNIFICATION -- (a) GENERAL. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, to
the full extent authorized or permitted by law, as now or hereafter in effect,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the person seeking indemnification did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

                  (b) DERIVATIVE ACTIONS. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, to the full extent authorized or permitted by law, as now or
hereafter in effect, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation; PROVIDED,
HOWEVER, that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability



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but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

                  (c) SUCCESSFUL DEFENSE. To the extent that a present or former
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in subsections (a) and (b) above, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

                  (d) PROCEEDINGS INITIATED BY ANY PERSON. Notwithstanding
anything to the contrary contained in subsections (a) or (b) above, except for
proceedings to enforce rights to indemnification, the Corporation shall not be
obligated to indemnify any person in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized in advance, or unanimously consented to, by the Board.

                  (e) PROCEDURE. Any indemnification under subsections (a) and
(b) above (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subsections (a) and (b) above. Such determination shall be made, with respect to
a person who is a director or officer at the time of such determination (i) by a
majority vote of a quorum of the directors who are not parties to such action,
suit or proceeding, (ii) by a committee of such directors designated by majority
vote of such directors, even though less than a quorum, (iii) if there are no
such directors, or if such directors so direct by independent legal counsel in a
written opinion, or (iv) by the stockholders of the Corporation.

                  (f) ADVANCEMENT OF EXPENSES. Expenses (including attorneys'
fees) incurred by a director or an officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking in form and substance satisfactory to
the Corporation by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the Corporation pursuant to this Article VI. Such expenses (including
attorneys' fees) incurred by former directors and officers or other employees
and agents may be so paid upon such terms and conditions, if any, as the Board
deems appropriate.

                  (g) RIGHTS NOT EXCLUSIVE. The indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of this
Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
law, by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.

                  (h) INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another



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corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of the
General Corporation Law of the State of Delaware.

                  (i) DEFINITION OF "CORPORATION". For purposes of this Article
VI, references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

                  (j) CERTAIN OTHER DEFINITIONS. For purposes of this Article
VI, references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee
or agent of the Corporation which imposes duties on, or involves service by,
such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation," as referred to in
this Article VI.

                  (k) CONTINUATION OF RIGHTS. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article VI
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

                  (l) REPEAL OR MODIFICATION. Any repeal or modification of this
Article VI by the stockholders of the Corporation shall not adversely affect any
rights to indemnification and to advancement of expenses that any person may
have at the time of such repeal or modification with respect to any acts or
omissions occurring prior to such repeal or modification.

                  (m) ACTION AGAINST CORPORATION. Notwithstanding any provisions
of this Article VI to the contrary, no person shall be entitled to
indemnification or advancement of expenses under this Article VI with respect to
any action, suit or proceeding, or any claim therein, brought or made by him
against the Corporation.





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                                   ARTICLE VII

         SECTION 1. CERTIFICATES OF STOCK -- Every holder of stock in the
Corporation shall be entitled to have a certificate in the name of the
Corporation signed by the Chairman of the Board, the Chief Executive Officer or
a Vice-President and by the Treasurer or any Assistant Treasurer or the
Secretary or any Assistant Secretary of the Corporation, certifying the number
of shares owned by him in the Corporation and designating the class of stock to
which such shares belong. Where a certificate is countersigned (A) by a transfer
agent other than the Corporation or its employee, or (B) by a registrar other
than the Corporation or its employee, the signatures of such officers may be
facsimiles. 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 such
person were such officer, transfer agent or registrar at the date of issue.

         SECTION 2. LOST CERTIFICATES -- New certificates of stock may be issued
in the place of any certificate therefore issued by the Corporation, alleged to
have been lost, stolen or destroyed, and the directors may, in their discretion,
require the owner of the lost or destroyed certificate or his legal
representatives, to give the Corporation a bond, in such sum as they may direct,
to indemnify the Corporation against it on account of the alleged loss, theft or
destruction of any such new certificate.

         SECTION 3. TRANSFER OF SHARES -- The shares of stock of the Corporation
shall be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the Corporation by the delivery
thereof to the person in charge of the stock and transfer books and ledgers, or
to such other persons as the directors may designate, by who they shall be
cancelled, and new certificates shall thereupon be issued. A record shall be
made of each transfer and whenever a transfer shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer.

         SECTION 4. REGULATIONS -- The Board may make such rules and regulations
as it may deem expedient, not inconsistent with the Certificate of Incorporation
or these By-Laws, concerning the issue, transfer and registration of
certificates evidencing stock of the Corporation. It may appoint, or authorize
any principal officer or officers to appoint, one or more transfer agents and
one or more registrars, and may require all certificates of stock to bear the
signature or signatures (or a facsimile or facsimiles thereof) of any of them.
The Board may at any time terminate the employment of any transfer agent or any
registrar of transfers. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
cease to be such officer, transfer agent or registrar, whether because of death,
resignation, removal or otherwise, before such certificate or certificates shall
have been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed or whose facsimile signature has been placed
upon such certificate or certificates had not ceased to be such officer,
transfer agent or registrar.




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         SECTION 5. DIVIDENDS -- Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the Corporation as and when they deem expedient. Before declaring any
dividends, there may be set aside any funds of the Corporation available for
dividends, such sum or sums as the directors from time to time in their
discretion deem proper, for working capital or a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interest of the Corporation.

         SECTION 6. SEAL -- The corporate seal shall be circular in form and
shall contain the name of the Corporation, the year of its creation and the
words "CORPORATE SEAL DELAWARE." Said seal may be used by causing it or a
facsimile thereof to be impressed, affixed or otherwise reproduced.

         SECTION 7. FISCAL YEAR -- The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

         SECTION 8. CHECKS -- All checks, drafts, or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by an officer or agent of the Corporation, and
in such manner as shall be determined from time to time by resolution of the
Board of Directors.

         SECTION 9. NOTICE AND WAIVER OF NOTICE -- Whenever any notice is
required by these By-Laws to be given, personal notice is not meant unless
expressly stated, and any notice so required shall be deemed to be sufficient if
given by depositing the same in the United States mail, postage prepaid,
addressed to the person entitled thereto at his address as it appears on the
records of the Corporation, and such notice shall be deemed to have been given
on the day of such mailing.

         Without limiting the manner by which notice otherwise may be given
effectively to stockholders, whenever any notice is required by these By-Laws to
be given any notice so required shall also be effective if given by a form of
electronic transmission consented to by the stockholder to whom the notice is
given. Any such consent shall be revocable by the stockholder by written notice
to the Corporation. Any such consent shall be deemed revoked if the Corporation
is unable to deliver by electronic transmission two consecutive notices given by
the Corporation in accordance with such consent and such inability becomes known
to the secretary or an assistant secretary of the Corporation or to the transfer
agent, or other person responsible for the giving of notice; provided, however,
the inadvertent failure to treat such inability as a revocation shall not
invalidate any meeting or other action.

         Notice given pursuant to electronic transmission shall be deemed given:
(A) if by facsimile telecommunication, when directed to a number at which the
stockholder has consented to receive notice; (B) if by electronic mail, when
directed to an electronic mail address at which the stockholder has consented to
receive notice; (C) if by a posting on an electronic network together with
separate notice to the stockholder of such specific posting, upon the later of
(1) such posting and (2) the giving of such separate notice; and (D) if by any
other form of electronic transmission, when directed to the stockholder.




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         Stockholders not entitled to vote shall not be entitled to receive
notice of any meetings except as otherwise provided by statute. Whenever any
notice whatever is required to be given under the provisions of any law, or
under the provisions of the Certificate of Incorporation of the Corporation or
these By-Laws, a waiver thereof in writing signed by the person or persons
entitled to said notice or an electronic transmission by the person entitled to
notice, whether before or after the time stated therein, shall be deemed proper
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting except when the person attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transactions of any
business because the meeting is not lawfully called or convened.

         SECTION 10. INTERESTED DIRECTORS; QUORUM -- 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 of this
reason, or solely because the director or officer is present at or participates
in the meeting of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because his or their votes are counted
for such purpose, if: (A) 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 of Directors 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
constitute less than a quorum; or (B) the material facts as to his relationship
or 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 (C) 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. 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.

         SECTION 11. FORM OF RECORDS -- Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account, and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs, or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

         SECTION 12. VOTING OF STOCK HELD -- Unless otherwise provided by
resolution of the Board of Directors, the Chief Executive Officer may from time
to time appoint an attorney or attorneys or agent or agents of the corporation,
in the name and on behalf of the Corporation, to cast the vote that the
Corporation may be entitled to cast as a stockholder or otherwise in any other
corporation, any of whose securities may be held by the Corporation, at meetings
of the holders of the shares or other securities of such other corporation, or
to consent in writing to any action by any such other corporation; and the Chief
Executive Officer shall instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent and may execute or cause to
be executed on behalf of the Corporation, and under its corporate seal or
otherwise, such



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written proxies, consents, waivers or other instruments as may be necessary or
proper in the premises. In lieu of such appointment, the Chief Executive Officer
may himself or herself attend any meetings of the holders of shares or other
securities of any such other corporation and there vote or exercise any or all
power of the Corporation as the holder of such shares or other securities of
such other corporation.

                            ARTICLE VIII - AMENDMENTS

         These By-Laws may be altered and repealed and By-Laws may be made at
any annual meeting of the stockholders or at any special meeting thereof, if
notice thereof is contained in the notice of such special meeting, by the
affirmative vote of a majority of the stock issued and outstanding or entitled
to vote thereat, or by the Board of Directors at any regular meeting of the
Board of Directors, or at any special meeting of the Board of Directors, if
notice thereof is contained in the notice of such special meeting.



As of February 8, 2001                /s/ Jeffrey F. Eisenberg
                                      ------------------------------------------
                                      Jeffrey F. Eisenberg, Corporate Secretary








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