Exhibit 3.2

                                RESTATED BY-LAWS

                                       OF

                                    NN, INC.

              Incorporated Under the Laws of the State of Delaware

                                   ARTICLE I

                               OFFICES AND RECORDS

     Section (1) Registered Office. Except as may otherwise be specified in the
Certificate of Incorporation, the registered office of the Corporation shall be
at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle, State of Delaware 19801, and the registered agent of the
Corporation at such address shall be The Corporation Trust Company.

     Section (2) Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                                  STOCKHOLDERS

     Section (1) Annual Meeting. The annual meeting of stockholders for the
election of directors, and for the transaction of 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, by resolution, shall determine.

     Section (2) Notice of Annual Meeting. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting, either personally or by mail, not
less than ten nor more than sixty days before the date of the meeting. The
notice of the annual meeting need not specifically state the business to be
transacted thereat.

     Section (3) Special Meeting. Subject to the rights of the holders of any
series of stock having a preference over the Common Stock of the Corporation as
to dividends or upon liquidation ("Preferred Stock") with respect to such series
of Preferred Stock, special meetings of the stockholders may be called only by
the Chairman of the Board or by the affirmative vote of a majority of the "Whole
Board". For the purposes of these Bylaws, the "Whole Board" shall mean the total
number of directors which the Corporation would have if there were no vacancies.
Special meetings of stockholders may be held at such time and place, either
within or without the State of Delaware, as the Chairman of the Board or a
majority of the Whole Board may determine. Stockholders shall not have the right
to call a special meeting of stockholders.



     Section (4) Notice of Special Meetings. Written or printed notice of a
special meeting, stating the place, day and hour of the meeting and the purpose
or purposes for which the meeting is called, shall be delivered by the
Corporation not less than ten (10) days nor more than sixty (60) days before the
date of the meeting, either personally or by mail, to each stockholder of record
entitled to vote at such 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.

     Section (5) Presiding Officer and Order of Business. The Chairman of the
Board shall preside at all meetings of stockholders. If the Chairman of the
Board is not present or there is none, then the Chief Executive Officer shall
preside, or if the Chief Executive Officer is not present or there is none, then
the President shall preside, or, if the President is not present or there is
none, a Vice President shall preside, or, if the Vice President is not present
or there is none, a person chosen by the Board of Directors shall preside; if no
such person is present or has been chosen, the holders of a majority of the
stock having voting power who are present in person or represented by proxy at
the meeting shall choose any person present to act as chairman of the meeting.
The Secretary of the Corporation, or, if the Secretary is not present, an
Assistant Secretary, or, if an Assistant Secretary is not present, a person
chosen by the Board of Directors, shall act as secretary at meetings of
stockholders; if no such person is present or has been chosen, the holders of a
majority of the stock having voting power who are present in person or
represented by proxy at the meeting shall choose any person present to act as
secretary of the meeting.

     Section (6) Quorum and Adjournment. Except as otherwise provided by law or
by the Certificate of Incorporation, the holders of a majority of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock"), represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders,
except that when specified business is to be voted on by a class or series of
stock voting as a class, the holders of a majority of the shares of such class
or series shall constitute a quorum of such class or series for the transaction
of such business. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the Chairman of the meeting or the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time until a
quorum shall be present or represented. If the time and place of the adjourned
meeting are announced at the meeting at which the adjournment is taken, no
further notice of the adjourned meeting need be given. Even if a quorum shall be
present or represented at any meeting of the stockholders, the Chairman of the
meeting or the stockholders entitled to vote thereat who are present in person
or represented by proxy shall have the power to adjourn the meeting from time to
time for good cause to a date that is not more than thirty days after the date
of the original meeting. Further notice of the adjourned meeting need not be
given if the time and place thereof are announced at the meeting at which the
adjournment is taken. At any 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 notified. If the adjournment is for more
than thirty days, or if after the adjournment a new record date if 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.


                                       2



     Section (7) Voting. Each stockholder shall be entitled to vote in
accordance with the terms of the Certificate of Incorporation and in accordance
with the provisions of these By-Laws, in person or by proxy, 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 of stockholders 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.

     Section (8) Stockholder List. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder, and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of stockholders or
the books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

     Section (9) Fixing Record Date for Meetings of Stockholders. In order that
the Corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than sixty nor less than ten
days before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjournment meeting.

     Section (10) Procedure for Election of Directors; Required Vote. Election
of directors at all meetings of the stockholders at which directors are to be
elected shall be by ballot, and, subject to the rights of the holders of any
series of Preferred Stock to elect directors under specified circumstances, a
plurality of the votes cast thereat shall elect directors. Except as otherwise
provided by law, the Certificate of Incorporation, or these By-Laws, in all
matters other than the election of directors, the affirmative vote of a majority
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the matter shall be the act of the stockholders.


                                       3



     Section (11) Inspectors of Elections: Opening and Closing the Polls. The
Board of Directors by resolution shall appoint one or more inspectors, which
inspector or inspectors may include individuals who serve the Corporation in
other capacities, including, without limitation, as officers, employees, agents
or representatives, to act at the meetings of stockholders and make a written
report thereof. One or more persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of stockholders, the Chairman of
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspectors shall have the
duties prescribed by law.

   The Chairman of the meeting shall fix and announce at the meeting the date
and the time of the opening and the closing of the polls for each matter upon
which the stockholders will vote at the meeting.

     Section (12) Action by Written Consent of Stockholders. Subject to the
rights of the holders of any series of Preferred Stock with respect to such
series of Preferred Stock, any action required or permitted to be taken by the
stockholders of the Corporation 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
two-thirds of the voting power of all the then outstanding shares of stock of
the Corporation entitled to vote on such action and the writing or writings are
filed with the minutes of proceedings of the stockholders of the Corporation.

                                  ARTICLE III

                               BOARD OF DIRECTORS

     Section (1) General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. In
addition to the powers and authorities by these By-Laws expressly conferred upon
them, the Board of Directors may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these By-Laws required to be exercised or done by the
stockholders.

     Section (2) Number, Tenure and Qualifications. The number of directors
which shall constitute the first Board shall be the number elected by the
Incorporator. Subject to the rights of the holders of any series of Preferred
Stock to elect directors under specified circumstances, the number of directors
which shall constitute all subsequent boards shall be fixed from time to time
exclusively pursuant to a resolution adopted by a majority of the Whole Board,
but shall consist of not less than 3 nor more than 7 directors. Commencing with
the 1994 annual meeting of stockholders of the Corporation, the directors, other
than those who may be elected by the holders of any series of Preferred Stock
under specified circumstances, shall be divided, with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
as is reasonably possible, with the term of office of the first class to expire
at the 1995


                                       4



annual meeting of stockholders, the term of office of the second class to expire
at the 1996 annual meeting of stockholders and the term of office of the third
class to expire at the 1997 annual meeting of stockholders, with each director
to hold office until his or her successor shall have been duly elected and
qualified. At each annual meeting of stockholders, commencing with the 1995
annual meeting, directors elected to succeed those directors whose terms then
expire shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election, with each director to hold
office until his or her successor shall have been duly elected and qualified.

     Section (3) Decreasing or Enlarging the Board. Subject to the provisions of
Section 2 of this Article III, the number of directors may be decreased at any
time and from time to time by the Board of Directors, but only to eliminate
vacancies existing by reason of the death, resignation, removal or the
expiration of the term of one or more directors. Subject to the provisions of
Section 2 of this Article III, the number of directors may be increased at any
time from time to time by the Board of Directors.

     Section (4) Meetings Generally. The Board of Directors may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section (5) First Meeting. The first meeting of each newly elected Board of
Directors shall be held immediately after the Annual Meeting of Stockholders and
at the same place, and no notice to the newly elected directors of such meeting
shall be necessary in order to constitute the meeting legally called and
convened, provided a quorum shall be present. In the event such meeting is not
held at that time and place, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a written waiver
signed by all of the directors.

     Section (6) Regular Meetings. Regular meetings of the Board of Directors or
any committee thereof may be held without notice at such time and at such place
as shall from time to time be determined by the Board or committee, as the case
may be; provided, that any director or committee member who is absent when such
a determination is made shall be given notice of the determination.

     Section (7) Special Meetings; Notice. Special meetings of the Board of
Directors or of any committee thereof shall be held whenever called by a
majority of the directors or committee members, as the case may be, then in
office, or by the Chairman of the Board, the Chief Executive Officer, or the
President. Notice of the meeting shall be mailed to each director or committee
member, addressed to him at his residence or usual place of business, not less
than ten days before the day on which the meeting is to be held, or shall be
sent to him at such place, marked for overnight delivery, by a reputable courier
service providing overnight delivery service to the address to which the notice
is directed, not less than one day before the day on which the meeting is to be
held, or shall be sent to him at such place by telegram, cable, facsimile or
other form of wire or wireless communication, or be delivered personally or by
telephone, not less than twelve hours before the meeting is to be held. The
notice shall state the date, time and place of the meeting but need not state
the purpose thereof, except as otherwise herein expressly provided and for
amendments to these By-Laws as provided for in section 1 of Article IX.


                                       5



     Section (8) Quorum; Required Vote; Adjourned Meetings. At all meetings of
the Board or any committee thereof, a majority of the total number of directors
or committee members shall constitute a quorum for the transaction of business
and the act of a majority of the directors or committee members present at any
meeting at which there is a quorum shall be the act of the Board of Directors or
committee, as the case may be, except as may be otherwise specifically provided
by statute, by the Certificate of Incorporation or by these By-Laws. If a quorum
shall not be present at any meeting of the Board of Directors or committee
thereof, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting at which the
adjournment is taken, until a quorum shall be present. In the event that such
Board or committee is composed of an even number of persons, a majority means
one-half of the number of such persons plus one.

     Section (9) Organization. The Chairman of the Board shall preside over the
meetings of the Board of Directors. If the Chairman of the Board is not present
or there is none, a chairman chosen at the meeting shall preside. The Secretary
of the Corporation, or, if the Secretary is not present, an Assistant Secretary,
or, if an Assistant Secretary is not present, a person chosen at the meeting,
shall act as secretary at the meeting.

     Section (10) Action by Consent of Board of Directors. Any action required
or permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

     Section (11) Conference Telephone Meetings. Members of the Board of
Directors, or any committee thereof, may participate in a meeting of the Board
of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

     Section (12) Vacancies. Subject to applicable law and the rights of the
holders of any series of Preferred Stock with respect to such series of
Preferred Stock, vacancies resulting from death, resignation, retirement,
disqualification, removal from office or other cause, and newly created
directorships resulting from any increase in the authorized number of directors,
may be filled by (i) the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors, or (ii) by a
plurality of the votes cast at a meeting of the stockholders. Directors so
chosen shall hold office for a term expiring at the annual meeting of
stockholders at which the term of the office of the class to which they have
been elected expires and until such director's successor shall have been duly
elected and qualified. No decrease in the number of authorized directors
constituting the Whole Board shall shorten the term of any incumbent director.

     Section (13) Committees. The Board of Directors may, by resolution passed
by a majority of the Whole Board, designate one or more committees, each
committee to consist of one or more directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a


                                       6



committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such member or members as may be determined from time
to time by resolution adopted by the Board of Directors. Any such committee, to
the extent provided in the resolution of the Board of Directors, but subject to
any applicable statutory provisions, 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. Nothing herein shall be deemed to
prevent the Board from appointing one or more committees consisting in whole or
in part of persons who are not directors of the Corporation; provided, however,
that no such committee shall have or may exercise any authority of the Board.

     Section (14) Committee Minutes. Each committee shall keep regular minutes
of its meetings and report the same to the Board of Directors when required.

     Section (15) Removal. Subject to the rights of the holders of any series of
Preferred Stock with respect to such series of Preferred Stock, any director, or
the entire Board of Directors, may be removed from office at any time, with or
without cause, by the affirmative vote of the holders of at least 50 percent of
the voting power of all of the then-outstanding shares of Voting Stock, voting
together as a single class.

     Section (16) Records. The Board of Directors shall cause to be kept a
record containing the minutes of the proceedings of the meetings of the Board
and the stockholders, appropriate stock books and registers and such books of
records and accounts as may be necessary for the proper conduct of the business
of the Corporation.

     Section (17) Compensation. The directors may, pursuant to action by the
Board of Directors, be paid their expenses, if any, of attendance at each
meeting of the Board of Directors and be paid a fixed sum for attendance at each
meeting of the Board of Directors and a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may, pursuant to action by the Board of Directors, be allowed like
compensation for attending committee meetings.

     Section (18) Resignation. Any director of the Corporation may resign at any
time upon written notice to the Board of Directors, the Chairman of the Board,
the Chief Executive Officer, the President, or the Secretary of the Corporation.
Unless otherwise specified in such written notice, a resignation shall take
effect upon delivery thereof to the Board of Directors or the designated
officer, and the acceptance of such resignation shall not be necessary to make
it effective.


                                       7



                                   ARTICLE IV

                                     NOTICES

     Section (1) General. Whenever, under the provisions of statute or of the
Certificate of Incorporation or of these Bylaws, notice is required to be given
to any director or stockholder, it shall be construed to mean written notice by
personal delivery or by mail, addressed to such director or stockholder at his
address as it appears on the records of the corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Notice to directors may also be
given by private courier, telegram, cable, facsimile or other form of wire or
wireless communication, or telephone.

     Section (2) Waiver of Notice. Whenever any notice is required to be given
under the provisions of applicable statutes or of the Certificate of
Incorporation or of these Bylaws, a written waiver thereof, signed by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting of
stockholders, directors or members of a committee of directors shall constitute
a waiver of notice of such meeting, except when the person attends the meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice unless
so required by the Certificate of Incorporation or these Bylaws.

                                   ARTICLE V

                                    OFFICERS

     Section (1) Number. The officers of the Corporation shall be chosen by the
Board of Directors and may be a Chairman of the Board, a Chief Executive
Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer, one
or more Assistant Secretaries or Assistant Treasurers and such other officers
and agents (including, without limitation, a Chief Financial Officer) as the
Board of Directors shall deem necessary or appropriate. The offices of the
Corporation for which officers shall be elected shall be set forth, from time to
time, by resolution of the Board of Directors; provided, however, that the board
of Directors, at a minimum, shall elect a President and a Secretary. Any number
of offices may be held by the same person, except the offices of President and
Secretary. All officers of the Corporation, in addition to any powers or duties
set forth in this Article V, shall exercise the powers and perform the duties
that shall from time to time be determined by the Board of Directors.

     Section (2) Election; Term of Office; Removal; Resignation; Vacancies. The
Board of Directors at its first meeting after each annual meeting of
stockholders or at such other time as the Board may determine shall elect an
officer for each position created by resolution of the Board of Directors. Each
officer of the Corporation shall hold office until his successor is elected and
qualified or until his earlier resignation or removal. Any officer may resign at
any time by written notice to the Board of Directors, the Chairman of the Board,
the Chief Executive


                                       8



Officer, the President, or the Secretary of the Corporation. Unless otherwise
specified in such written notice, the resignation shall take effect upon the
delivery thereof to the Board of Directors or the designated officer, and the
acceptance of such resignation shall not be necessary to make it effective. Any
officer elected or appointed by the Board of Directors may be removed at any
time, with or without cause, by action of the Board of Directors. Any vacancy
occurring in any office of the corporation shall be filled by or in the manner
prescribed by the Board of Directors.

     Section (3) Salaries. The salaries of all officers and agents of the
Corporation shall be fixed by or in the manner prescribed by the Board of
Directors. No officer of the Corporation shall be prevented from receiving
compensation by reason of the fact that he is also a director of the
Corporation.

     Section (4) Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the stockholders and of the Board of Directors.

     Section (5) Chief Executive Officer. The Chief Executive Officer shall be
responsible for the general management of the affairs of the Corporation and
shall perform all duties incidental to his office which may be required by law
and all such other duties as are properly required of him by the Board of
Directors. He shall make reports to the Board of Directors and the stockholders,
and shall see that all orders and resolutions of the Board of Directors and of
any committee thereof are carried into effect. The Chief Executive Officer
shall, in the absence of or because of the inability to act of the Chairman of
the Board, perform all duties of the Chairman of the Board and preside at all
meetings of the stockholders and of the Board of Directors.

     Section (6) President. The President shall act in a general executive
capacity and shall assist the Chief Executive Officer in the administration and
operation of the Corporation's business and general supervision of its policies
and affairs. The President shall, in the absence of or because of the inability
to act of the Chief Executive Officer, perform all duties of the Chief Executive
Officer. The President shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

     Section (7) 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.

     Section (8) Chief Financial Officer. The Chief Financial Officer (if any)
shall be a Vice President and act in an executive financial capacity. He shall
assist the Chief Executive Officer and the President in the general supervision
of the Corporation's financial policies and affairs.

     Section (9) Secretary. The Secretary shall (a) attend all meetings of the
stockholders and all meetings of the Board of Directors and record all the
proceedings of the meetings of the stockholders and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for committees
of the Board of Directors when required, (b) give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors or committees thereof, (c) keep a register of the post office address
of each stockholder


                                       9



(which address shall be furnished to the Secretary by such stockholder), (d)
have general charge of the stock transfer books of the Corporation, (e)
authenticate records of the Corporation when such authentication is required,
(f) have custody of all deeds, leases, contracts and other important corporate
documents, (g) have charge of the books, records and papers of the Corporation
relating to its organization and management as a corporation, (h) see that all
reports, statements and other documents required by law (except tax returns) are
properly filed, and (i) perform such other duties as may from time to time be
prescribed by the Board of Directors or the Chief Executive Officer. The
Secretary shall have custody of the corporate seal of the Corporation and shall
have authority to affix the same to any instrument requiring it, and when so
affixed, it may be attested by his signature. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature.

     Section (10) Assistant Secretary. The Assistant Secretary, if any, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Secretary for any reason,
including the failure of the Board of Directors to elect a Secretary or in the
event of the Secretary's inability or refusal to act, perform the duties and
exercise the powers of the Secretary and perform such other duties and have such
other powers as the Board of Directors or the Chief Executive Officer may from
time to time prescribe. Any Assistant Secretary shall have authority to affix
the corporate seal and attest the same by his signature to the same extent as
the Secretary.

     Section (11) Treasurer. The Treasurer shall have custody of the
Corporation's funds and securities and shall keep, or cause to be kept, full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all monies and other valuable effects in the name
and to the credit of the Corporation in such depositions as from time to time
may be designated by the Board of Directors or the Chief Executive Officer. The
Treasurer shall disburse the funds of the Corporation as may be ordered by the
Board of Directors or the Chief Executive Officer, taking proper vouchers for
such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at regular meetings of the Board of Directors or when the
Chief Executive Officer or the Board of Directors so requires, an account of all
his transactions as Treasurer and of the financial condition of the Corporation.
The Treasurer shall perform such other duties and have such other powers as the
Board of Directors or the Chief Executive Officer may from time to time
prescribe.

     Section (12) Assistant Treasurer. The Assistant Treasurer, if any, or if
there be more than one, the Assistant Treasurers in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Treasurer for any reason,
including the failure of the Board of Directors to elect a Treasurer or in the
event of the Treasurer's inability or refusal to act, perform the duties and
exercise the powers of the Treasurer and perform such other duties and have such
other powers as the Board of Directors or the Chief Executive Officer may from
time to time prescribe.

     Section (13) Execution of Documents. All deeds, mortgages, bonds,
contracts, and other instruments made by the Corporation may be executed on
behalf of the Corporation by any officer of the Corporation (unless such power
is restricted by Board


                                       10



resolution or by law) or by any other person or persons designated from time to
time by resolution of the Board of Directors. The Secretary, when necessary,
shall attest the execution thereof.

     Section (14) Bonds. Any or all officers and agents of the Corporation
shall, if required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the Board of
Directors shall determine.

                                   ARTICLE VI

                  STOCK CERTIFICATES, TRANSFERS AND RECORD DATE

     Section (1) Stock Certificates and Transfers. The interest of each
stockholder of the Corporation shall be evidenced by certificates for shares of
stock in such form as the appropriate officers of the Corporation may from time
to time prescribe. The certificates of stock shall be signed, countersigned and
registered in such manner as the Board of Directors may by resolution prescribe,
which resolution may permit all or any of the signatures on such certificates to
be in facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.

     Section (2) Addresses of Stockholders. Each stockholder shall designate to
the Secretary of the Corporation an address at which notices of meetings and all
other corporate notices may be served, delivered, or mailed to him and, if any
stockholder shall fail to designate such address, all corporate notices (whether
served or delivered by the Secretary, another stockholder, or any other person)
may be served upon him at his last known address.

     Section (3) Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to give the Corporation a bond
sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

     Section (4) 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 person as the directors may designate, by whom they shall be
cancelled, and new certificates shall thereupon be issued. A record shall be
made of each transfer and whenever a new transfer shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer.


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     Section (5) Registered Stockholders. Except as otherwise provided by law,
the Corporation shall be entitled to treat the record holder of any shares of
the Corporation as the owner thereof for all purposes, including all rights
deriving from such shares, and shall not be bound to recognize any equitable or
other claim to, or interest in, such shares or rights deriving from such shares
on the part of any other person, including, but without limiting the generality
thereof, a purchaser, assignee or transferee of such shares or rights deriving
from such shares, unless and until such purchaser, assignee, transferee or other
person becomes the record holder of such shares, whether or not the Corporation
shall have either actual or constructive notice of the interest of such
purchaser, assignee, transferee or other person. Any such purchaser, assignee,
transferee or other person shall not be entitled to receive notice of the
meetings of stockholders, to vote at such meetings, to examine a complete list
of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise
any other property or rights deriving from such shares against the Corporation,
until such purchaser, assignee, transferee or other person has become the record
holder of such shares.

                                  ARTICLE VII

                            MISCELLANEOUS PROVISIONS

     Section (1) Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January and end on the thirty-first day of December of each
year.

     Section (2) Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, 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 Corporation's
capital stock, subject to the provisions of the Certificate of Incorporation and
applicable law. The directors of the Corporation may set apart out of any of the
funds of the Corporation available for dividends a reserve or reserves for any
proper purpose and may abolish any such reserve.

     Section (3) Fixing Record Date for Dividends, Etc. In order that the
Corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be
not more than sixty days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors elects the
resolution relating thereto.

     Section (4) Voting Securities of Other Corporations. Any officer of the
Corporation and any other person or persons that may from time to time be
designated by the Board of Directors shall have the authority to vote on behalf
of the Corporation the securities of any other corporation which are owned or
held by the Corporation and may attend meetings of stockholders or execute and
deliver proxies or written consents for such purpose.


                                       12



     Section (5) Contracts, Checks, Notes, Bank Accounts, Etc. All contracts and
agreements authorized by the Board of Directors and all checks, drafts, notes,
bonds, bills of exchange and orders for the payment of money shall be signed by
at least one officer of the Corporation or by such other number of officer or
officers or employee or employees as the Board of Directors may from time to
time designate.

     Section (6) Loans. Except for loans which are incurred in the ordinary
course of business, no loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.

     Section (7) Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Board of Directors, the President or the Treasurer shall direct
in such banks, trust companies or other depositories as the President or the
Board of Directors may select, or as may be selected by any other officer or
officers or agent or agents of the Corporation to whom power in that respect
shall have been delegated by the Board of Directors. For the purpose of deposit
and collection for the account of the Corporation, checks, drafts and other
orders for the payment of money which are payable to the order of the
Corporation may be endorsed, assigned and delivered by any officer of the
Corporation.

     Section (8) Seal. The corporate seal, if any, shall have inscribed thereon
the name of the Corporation, the date of its organization, the words "Corporate
Seal, Delaware," and such words and figures as the Board of Directors may
approve and adopt. The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.

     Section (9) 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, microphoto-graphs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
written 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 (10) Audits. The accounts, books and records of the Corporation
shall be audited upon the conclusion of each fiscal year by an independent
certified public accountant selected by the Board of Directors, and it shall be
the duty of the Board of Directors to cause such audit to be done annually.

                                  ARTICLE VIII

                        INTERESTED OFFICERS OR DIRECTORS

   No contract or transaction between this Corporation and one or more of its
directors or officers, or between this Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board or
committee thereof which


                                       13



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 as are known to the Board of Directors or
the committee, and the Board or committee in good faith authorizes the contract
or transaction by the affirmative votes of a majority of the disinterested
directors, even through the disinterested directors be 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.

                                   ARTICLE IX

                                   AMENDMENTS

     Section (1) Amendments. These By-Laws may be altered or repealed, and any
By-Laws may be made, at any annual meeting of the stockholders or at any special
meeting thereof if notice of the proposed alteration or repeal of the By-Laws or
of the By-Laws to be made is contained in the notice of such meeting, by the
affirmative vote of the holders of at least 66 2/3% of the voting power of the
then outstanding Voting Stock, or by the affirmative vote of a majority of the
total number of directors then in office, at any regular meeting of the Board of
Directors, or at any special meeting of the Board of Directors, if notice of the
proposed alteration or repeal, or of the By-Laws to be made, is contained in the
notice of such special meeting.

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