BRL

Exhibit 3.2


BY-LAWS

OF

BARR PHARMACEUTICALS, INC.

A Delaware Corporation
(Adopted as of November 12, 2003)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of Barr
Pharmaceuticals, Inc. (the "Corporation") in the State of Delaware shall be
located at 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name of
the Corporation's registered agent at such address shall be The Corporation
Service Company. The registered office and/or registered agent of the
Corporation may be changed from time to time by action of the Board of
Directors.

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

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. An annual meeting of the stockholders
shall be held at such date and time specified by the Board of Directors for the
purpose of electing Directors and conducting such other proper business as may
come before the annual meeting. At the annual meeting, stockholders shall elect
Directors and transact such other business as properly may be brought before the
annual meeting pursuant to Section 11 of ARTICLE II hereof.

Section 2. Special Meetings. Special meetings of the stockholders
may only be called in the manner provided in the Certificate of Incorporation.

Section 3. Place of Meetings. The Board of Directors may designate
any place, either within or without the State of Delaware, as the place of
meeting for any annual meeting or for any special meeting. If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall be
the principal executive office of the Corporation. If for any reason any annual
meeting shall not be held during any year, the business thereof may be
transacted at any special meeting of the stockholders.

Section 4. Notice. Whenever stockholders are required or permitted
to take action at a meeting, written or printed notice stating the place, date,
time and, in the case of special meetings, the purpose or purposes, of such
meeting, shall be given to each stockholder entitled to

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vote on the record date, determined in accordance with the provisions of Section
3 of ARTICLE V. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, addressed to the
stockholder at his, her or its address as the same appears on the records of the
Corporation. An affidavit of the secretary or an assistant secretary or of the
transfer agent of the Corporation that the notice required by this Section 4 has
been given shall, in the absence of fraud, be prima facie evidence of the facts
stated therein. Whenever the giving of any notice to stockholders is required by
applicable law, the Certificate of Incorporation or these By-laws, a waiver
thereof, given by the person entitled to said notice, whether before or after
the event as to which such notice is required, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends 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 need be specified in any waiver of notice unless so required by
applicable law, the Certificate of Incorporation or these By-laws.

Section 5. Stockholders List. The officer having charge of the stock
ledger of the Corporation shall make, at least 10 days before every meeting of
the stockholders, a complete list of the stockholders entitled to vote at such
meeting arranged in alphabetical order, showing the address of each stockholder
and the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, the stockholder's agent or
attorney, at the stockholder's expense, for any purpose germane to the meeting
for a period of at least 10 days prior to the meeting, (i) on a reasonably
accessible electronic network, provided that the information required to gain
access to such list shall be provided with the notice of the meeting, (ii) at a
place within the city where the meeting is to be held specified in the notice of
the meeting, or (iii) during ordinary business hours, at the principal place of
business of the Corporation. 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. Except as provided by applicable
law, 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 6. Quorum. The holders of a majority of the outstanding
shares of capital stock entitled to vote at the meeting of stockholders, present
in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders, except as otherwise provided by the Delaware General
Corporation Law or by the Certificate of Incorporation. If a quorum is not
present, the holders of a majority of the shares present in person or
represented by proxy at the meeting, and entitled to vote at the meeting, may
adjourn the meeting to another time and/or place. When a specified item of
business requires a vote by a class or series (if the Corporation shall then
have outstanding shares of more than one class or series) voting as a class or
series, the holders of a majority of the shares of such class or series shall
constitute a quorum (as to such class or series) for the transaction of such
item of business, except as otherwise provided by the Delaware General
Corporation Law or by the Certificate of Incorporation.

Section 7. Adjourned Meetings. When a meeting is adjourned to
another time and place, notice need not be given of the adjourned meeting if the
time and place thereof are


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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 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

Section 8. Vote Required. When a quorum is present, the affirmative
vote of the majority in voting power of shares present in person or represented
by proxy at the meeting and entitled to vote on the subject matter shall be the
act of the stockholders, unless (i) by express provisions of an applicable law,
the rules and regulations of any stock exchange applicable to the Corporation,
or of the Certificate of Incorporation a different vote is required, in which
case such express provision shall govern and control the decision of such
question, or (ii) the subject matter is the election of Directors, in which case
Section 2 of ARTICLE III hereof shall govern and control the approval of such
subject matter.

Section 9. Voting Rights. Except as otherwise provided by the
Delaware General Corporation Law, the Certificate of Incorporation or these
By-laws, every stockholder entitled to vote at any meeting of stockholders shall
at every meeting of the stockholders be entitled to one vote in person or by
proxy for each share of capital stock held by such stockholder which has voting
power upon the matter in question.

Section 10. Proxies. Each stockholder entitled to vote at a meeting
of stockholders may authorize another person or persons to act for him or her by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the 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 proxy may be made irrevocable regardless of whether the interest with
which it is coupled is an interest in the stock itself or an interest in the
Corporation generally. Any proxy is suspended when the person executing the
proxy is present at a meeting of stockholders and elects to vote, except that
when such proxy is coupled with an interest and the fact of the interest appears
on the face of the proxy, the agent named in the proxy shall have all voting and
other rights referred to in the proxy, notwithstanding the presence of the
person executing the proxy. At each meeting of the stockholders, and before any
voting commences, all proxies filed at or before the meeting shall be submitted
to and examined by the secretary or a person designated by the secretary, and no
shares may be represented or voted under a proxy that has been found to be
invalid or irregular.

Section 11. Business Brought Before a Meeting of the Stockholders.

(A) Annual Meetings. At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (ii) brought
before the meeting by or at the direction of the Board of Directors or (iii)
otherwise properly brought before the meeting by a stockholder who was a
stockholder of record of the Corporation at the time the notice of meeting is
sent and who is entitled to vote at


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the meeting. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation, not later than the close of business on the ninetieth (90th) day
nor earlier than the close of business on the one hundred twentieth (120th) day
prior to the first anniversary of the preceding year's annual meeting (provided,
however, that in the event that the date of the annual meeting is more than
thirty (30) days before or more than seventy (70) days after such anniversary
date, notice by the stockholder must be so delivered not earlier than the close
of business on the one hundred twentieth (120th) day prior to such annual
meeting and not later than the close of business on the later of the ninetieth
(90th) day prior to such annual meeting or the tenth (10th) day following the
day on which public announcement of the date of such meeting is first made by
the Corporation). In no event shall the public announcement of an adjournment or
postponement of an annual meeting commence a new time period (or extend any time
period) for the giving of a stockholder's notice as described above. A
stockholder's notice to the secretary shall set forth (a) as to each person whom
the stockholder proposes to nominate for election as a director (i) all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to and in accordance with Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and (ii) such person's written consent to being named in the proxy statement as
a nominee and to serving as a director if elected; (b) as to any other business
that the stockholder proposes to bring before the meeting, a brief description
of the business desired to be brought before the meeting, the text of the
proposal or business (including the text of any resolutions proposed for
consideration and in the event that such business includes a proposal to amend
the By-laws, the language of the proposed amendment), the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address, as they appear on the Corporation's books, of the stockholder proposing
such business, (ii) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, (iii) any material interest of the
stockholder in such business, (iv) a representation that the stockholder is a
holder of record of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to propose such
business or nomination, and (v) a representation whether the stockholder or the
beneficial owner, if any, intends or is part of a group which intends (x) to
deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the Corporation's outstanding capital stock required to approve or
adopt the proposal or elect the nominee and/or (y) otherwise to solicit proxies
from stockholders in support of such proposal or nomination. The foregoing
notice requirements shall be deemed satisfied by a stockholder if the
stockholder has notified the Corporation of his or her intention to present a
proposal at an annual meeting in compliance with Rule 14a-8 (or any successor
thereof) promulgated under the Exchange Act and such stockholder's proposal has
been included in a proxy statement that has been prepared by the Corporation to
solicit proxies for such annual meeting. The Corporation may require any
proposed nominee to furnish such other information as it may reasonably require
to determine the eligibility of such proposed nominee to serve as a director of
the Corporation. Notwithstanding anything in this paragraph to the contrary, in
the event that the number of


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directors to be elected to the Board of Directors at an annual meeting is
increased and there is no public announcement by the Corporation naming the
nominees for the additional directorships at least one hundred (100) days prior
to the first anniversary of the preceding year's annual meeting, a stockholder's
notice required by this paragraph (A) shall also be considered timely, but only
with respect to nominees for the additional directorships, if it shall be
delivered to the secretary at the principal executive offices of the Corporation
not later than the close of business on the tenth (10th) day following the day
on which such public announcement is first made by the Corporation.
Notwithstanding anything in these By-laws to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this section. The presiding officer of an annual meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this section; if he or she should so determine, he or she shall so declare to
the meeting and any such business not properly brought before the meeting shall
not be transacted.

(B) Special Meetings of Stockholders. Only such business
shall be conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected pursuant to
the Corporation's notice of meeting (1) by or at the direction of the Board of
Directors or (2) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time the notice provided for
in this paragraph (B) is delivered to the Corporation's secretary, who is
entitled to vote at the meeting and upon such election and who complies with the
notice procedures set forth in this Section 11. In the event the Corporation
calls a special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder entitled to vote in
such election of directors may nominate a person or persons (as the case may be)
for election to such position(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by paragraph (A) of this Section
11 shall be delivered to the Corporation's secretary at the principal executive
offices of the Corporation not earlier than the close of business on the one
hundred twentieth (120th) day prior to such special meeting and not later than
the close of business on the later of the ninetieth (90th) day prior to such
special meeting or the tenth (10th) day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment or postponement of a
special meeting commence a new time period (or extend any time period) for the
giving of a stockholder's notice as described above.

(C) General.

(1) Only such persons who are nominated in
accordance with the procedures set forth in this Section 11 shall be eligible to
be elected at an annual or special meeting of stockholders of the Corporation to
serve as directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 11. Notwithstanding the foregoing
provisions of this Section 11, if the stockholder (or a qualified representative
of the stockholder) does not appear at the annual or special meeting of
stockholders of the Corporation to present a


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nomination or business, such nomination shall be disregarded and such proposed
business shall not be transacted, notwithstanding that proxies in respect of
such vote may have been received by the Corporation.

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

(3) Notwithstanding the foregoing provisions
of this Section 11, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Section 11.

(4) Nothing in this section shall be deemed
to affect any rights (a) of stockholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act,
or (b) of the holders of any series of Preferred Stock to elect directors
pursuant to any applicable provisions of the Certificate of Incorporation.

Section 12. Voting Procedures and Inspectors of Election at Meetings
of Stockholders. The Board of Directors, in advance of any meeting of
stockholders, may, and shall if required by applicable law, appoint one or more
inspectors, who may be employees of the Corporation, to act at the meeting and
make a written report thereof. The Board of Directors may designate one or more
persons as alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting, the person presiding at the
meeting may, and shall if required by applicable law, appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of 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 (a) ascertain the number of
shares outstanding and the voting power of each, (b) determine the shares
represented at the meeting and the validity of proxies and ballots, (c) count
all votes and ballots, (d) determine and retain for a reasonable period a record
of the disposition of any challenges made to any determination by the
inspectors, and (e) certify their determination of the number of shares
represented at the meeting and their count of all votes and ballots. The
inspectors may appoint or retain other persons or entities to assist the
inspectors in the performance of their duties. Unless otherwise provided by the
Board of Directors, the date and time of the opening and the closing of the
polls for each matter upon which the stockholders will vote at a meeting shall
be determined by the person presiding at the meeting and shall be announced at
the meeting. No ballot, proxies or votes, or any revocation thereof or change
thereto, shall be accepted by the inspectors after the closing of the polls
unless the Court of Chancery of the State of Delaware upon application by a
stockholder shall determine otherwise. In determining the validity and counting
of proxies and ballots cast at any meeting of stockholders, the inspectors may
consider such information as is permitted by applicable law. No person who is a
candidate for office at an election may serve as an inspector at such election.

Section 13. Conduct of Meetings; Organization. The Board of
Directors may adopt by resolution such rules and regulations for the conduct of
the meeting of stockholders as it shall


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deem appropriate. At each meeting of stockholders, the President, or in the
absence of the President, the Chairman, or if there is no Chairman or if there
be one and the Chairman is absent, a Vice President, and in case more than one
Vice President shall be present, that Vice President designated by the Board of
Directors (or in the absence of any such designation, the most senior Vice
President, based on length of service to the Corporation, present), shall
preside over the meeting. Except to the extent inconsistent with such rules and
regulations as adopted by the Board of Directors, the person presiding over any
meeting of stockholders shall have the right and authority to convene and to
adjourn the meeting, to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of such person, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board of Directors or prescribed by the presiding officer of the
meeting, may include, without limitation, the following(i) the establishment
of an agenda or order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iii)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the person presiding over the meeting shall determine; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by
participants. The presiding officer at any meeting of stockholders, in addition
to making any other determinations that may be appropriate to the conduct of the
meeting, shall, if the facts warrant, determine and declare to the meeting that
a matter or business was not properly brought before the meeting and if such
presiding officer should so determine, such person shall so declare to the
meeting and any such matter or business not properly brought before the meeting
shall not be transacted or considered. Unless and to the extent determined by
the Board of Directors or the person presiding over the meeting, meetings of
stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure. The secretary, or in his or her absence, one of the
assistant secretaries, shall act as secretary of the meeting. In case none of
the officers above designated to act as the person presiding over the meeting or
as secretary of the meeting, respectively, shall be present, a person presiding
over the meeting or a secretary of the meeting, as the case may be, shall be
designated by the Board of Directors, and in case the Board of Directors has not
so acted, in the case of the designation of a person to act as secretary of the
meeting, designated by the person presiding over the meeting.

Section 14. Order of Business. The order of business at all meetings
of stockholders shall be as determined by the person presiding over the meeting.

ARTICLE III

DIRECTORS

Section 1. General Powers. Except as provided in the Certificate of
Incorporation, the business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors. In addition to such powers as
are herein and in the Certificate of Incorporation expressly conferred upon it,
the Board of Directors shall have and may exercise all the powers of the
Corporation, subject to the provisions of the laws of Delaware, the Certificate
of Incorporation and these By-laws.


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Section 2. Number, Election and Term of Office. Subject to any
rights of the holders of any series of Preferred Stock to elect additional
Directors under specified circumstances, the number of Directors which shall
constitute the Board of Directors shall be fixed from time to time by resolution
adopted by the affirmative vote of a majority of the total number of Directors
then in office. The Directors shall be elected by a plurality of the votes of
the shares present in person or represented by proxy at the meeting and entitled
to vote in the election of Directors; provided that, whenever the holders of any
class or series of capital stock of the Corporation are entitled to elect one or
more Directors pursuant to the provisions of the Certificate of Incorporation of
the Corporation (including, but not limited to, for purposes of these By-laws,
pursuant to any duly authorized certificate of designation), such Directors
shall be elected by a plurality of the votes of such class or series present in
person or represented by proxy at the meeting and entitled to vote in the
election of such Directors. The Directors shall be elected and shall hold office
only in the manner provided in the Certificate of Incorporation.

Section 3. Resignation. Any Director may resign at any time upon
written or electronic notice to the Corporation. Such resignation shall take
effect at the time therein specified, and, unless otherwise specified in such
resignation, the acceptance of such resignation shall not be necessary to make
it effective.

Section 4. Vacancies. Vacancies and newly created directorships
resulting from any increase in the total number of Directors may be filled only
in the manner provided in the Certificate of Incorporation.

Section 5. Nominations.

(a) Subject to the provisions contained in the Certificate of
Incorporation, only persons who are nominated in accordance with the procedures
set forth in these By-laws shall be eligible to serve as Directors. Nominations
of persons for election to the Board of Directors of the Corporation may be made
at a meeting of stockholders (i) by or at the direction of the Board of
Directors or (ii) by any stockholder of the Corporation who was a stockholder of
record at the time of giving of notice provided for in these By-laws, who is
entitled to vote generally in the election of Directors at the meeting and who
shall have complied with the notice procedures set forth above in Section 11 of
ARTICLE II.

(b) Subject to any duly authorized certificate of designation,
no person shall be eligible to serve as a Director of the Corporation unless
nominated in accordance with the procedures set forth above in Section 11 of
ARTICLE II or Section 4 of this ARTICLE III. 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 this section, and if he
or she should so determine, he or she shall so declare to the meeting and the
defective nomination shall be disregarded. A stockholder seeking to nominate a
person to serve as a Director must also comply with all applicable requirements
of the Exchange Act, and the rules and regulations thereunder with respect to
the matters set forth in this section.


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Section 6. Annual Meetings. The annual meeting of the Board of
Directors shall be held without other notice than these By-laws immediately
after, and at the same place as, the annual meeting of stockholders.

Section 7. Other Meetings and Notice. Regular meetings, other than
the annual meeting, of the Board of Directors may be held without notice at such
time and at such place as shall from time to time be determined by resolution of
the Board of Directors. Special meetings of the Board of Directors may be called
by the chairman of the board, the chief executive officer, the president (if the
president is a Director) or, upon the written request of at least three
Directors then in office, the secretary of the Corporation on at least 24 hours
notice to each Director, either personally, by telephone, by mail, by telecopy
or by other means of electronic transmission (notice by mail shall be deemed
delivered 3 days after deposit in the U.S. mail).

Section 8. Quorum, Required Vote and Adjournment. A majority of the
total number of Directors then in office shall constitute a quorum for the
transaction of business. Unless by express provision of an applicable law, the
Certificate of Incorporation or these By-laws a different vote is required, the
vote of a majority of Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. If a quorum shall not be
present at any meeting of the Board of Directors, the Directors present thereat
may adjourn the meeting. At least 24 hours' notice of any adjourned meeting of
the Board of Directors shall be given to each Director whether or not present at
the time of the adjournment, if such notice shall be given by one of the means
specified in Section 7 of this ARTICLE III other than by mail, or at least three
days' notice if by mail. Any business may be transacted at an adjourned meeting
that might have been transacted at the meeting as originally called.

Section 9. Committees. The Board of Directors may, by resolution
passed by a majority of the total number of Directors then in office, designate
one or more committees, each committee to consist of one or more of the
Directors of the Corporation, which to the extent provided in such resolution or
these By-laws shall have, and may exercise, the powers of the Board of Directors
in the management and affairs of the Corporation, except as otherwise limited by
law. 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. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors upon request. Each committee
designated by the Board of Directors shall be formed and function in compliance
with applicable law and the rules and regulations of any securities exchange on
which any securities of the Corporation are listed.

Section 10. Committee Rules. Subject to applicable law and the rules
and regulations of any national securities exchange on which any securities of
the Corporation are listed, each committee of the Board of Directors may fix its
own rules of procedure and shall hold its meetings as provided by such rules,
except as may otherwise be provided by a resolution of the Board of Directors
designating such committee. Unless otherwise provided in such a resolution, the
presence of at least a majority of the members of the committee shall be
necessary to constitute a quorum. Unless otherwise provided in such a
resolution, in the event that a member


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and that member's alternate, if alternates are designated by the Board of
Directors, of such committee is or are absent or disqualified, the member or
members thereof 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 place of any
such absent or disqualified member.

Section 11. Communications Equipment. Members of the Board of
Directors or any committee thereof may participate in and act at any meeting of
such board or committee through the use of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear and speak with each other, and participation in the meeting
pursuant to this section shall constitute presence in person at the meeting.

Section 12. Waiver of Notice and Presumption of Assent. Any member
of the Board of Directors or any committee thereof who is present at a meeting
shall be conclusively presumed to have waived notice of such meeting except when
such member attends 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. Such member shall be conclusively presumed to have assented
to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written dissent to such action shall be filed
with the person acting as the secretary of the meeting before the adjournment
thereof or shall be forwarded by registered mail to the secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to any member who voted in favor of such action.

Section 13. Action by Written Consent. Unless otherwise restricted
by the Certificate of Incorporation or these By-laws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of such 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.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the Corporation shall be elected
by the Board of Directors and shall consist of a chairman of the board, a chief
executive officer, a president, one or more vice-presidents, a secretary, a
chief financial officer and such other officers and assistant officers as may be
deemed necessary or desirable by the Board of Directors. Any number of offices
may be held by the same person, except that neither the chief executive officer
nor the president shall also hold the office of secretary. In its discretion,
the Board of Directors may choose not to fill any office for any period as it
may deem advisable, except that the offices of president and secretary shall be
filled as expeditiously as possible.

Section 2. Election and Term of Office. The officers of the
Corporation shall be elected annually by the Board of Directors at its first
meeting held after each annual meeting of stockholders or as soon thereafter as
convenient. Vacancies may be filled or new offices created and filled at any
meeting of the Board of Directors. Each officer shall hold office until a


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successor is duly elected and qualified or until his or her earlier death,
resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the Board of
Directors may be removed by the Board of Directors at its discretion, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

Section 4. Vacancies. Any vacancy occurring in any office because of
death, resignation, removal, disqualification or otherwise may be filled by the
Board of Directors.

Section 5. Compensation. Compensation of all executive officers
shall be approved by the compensation committee, and no officer shall be
prevented from receiving such compensation by virtue of his or her also being a
Director of the Corporation.

Section 6. Chairman of the Board. The Board of Directors shall
elect, by the affirmative vote of a majority of the total number of Directors
then in office, a chairman of the board. The chairman of the board shall preside
at all meetings of the stockholders and of the Board of Directors and shall have
such other powers and perform such other duties as may be prescribed to him or
her by the Board of Directors or provided in these By-laws. If the chairman of
the board is not present at a meeting of the stockholders or the Board of
Directors, the chief executive officer or the president (if the president is a
Director and is not also the chairman of the board) shall preside at such
meeting, and, if the chief executive officer or the president is not present at
such meeting, a majority of the Directors present at such meeting shall elect
one of their members to so preside.

Section 7. Chief Executive Officer. The chief executive officer
shall have the powers and perform the duties incident to that position. Subject
to the powers of the Board of Directors and the chairman of the board, the chief
executive officer shall be in the general and active charge of the entire
business and affairs of the Corporation, and shall be its chief policy making
officer. The chief executive officer shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or provided in
these By-laws. The chief executive officer is authorized to execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation. Whenever the president is unable to serve, by reason of
sickness, absence or otherwise, the chief executive officer shall perform all
the duties and responsibilities and exercise all the powers of the president.

Section 8. The President. The president of the Corporation shall,
subject to the powers of the Board of Directors, the chairman of the board and
the chief executive officer, have general charge of the business, affairs and
property of the Corporation, and control over its officers, agents and
employees. The president shall see that all orders and resolutions of the Board
of Directors are carried into effect. The president is authorized to execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing


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and execution thereof shall be expressly delegated by the Board of Directors to
some other officer or agent of the Corporation. The president shall have such
other powers and perform such other duties as may be prescribed by the chairman
of the board, the chief executive officer, the Board of Directors or as may be
provided in these By-laws.

Section 9. Vice Presidents. The vice president, or if there shall be
more than one, the vice presidents in the order determined by the Board of
Directors or the chairman of the board, shall, in the absence or disability of
the president, act with all of the powers and be subject to all the restrictions
of the president. The vice presidents shall also perform such other duties and
have such other powers as the Board of Directors, the chairman of the board, the
chief executive officer, the president or these By-laws may, from time to time,
prescribe. The vice presidents may also be designated as executive vice
presidents or senior vice presidents, as the Board of Directors may from time to
time prescribe.

Section 10. The Secretary and Assistant Secretaries. The secretary
shall attend all meetings of the Board of Directors, all meetings of the
committees thereof and all meetings of the stockholders and record all the
proceedings of the meetings in a book or books to be kept for that purpose or
shall ensure that his or her designee attends each such meeting to act in such
capacity. Under the chairman of the board's supervision, the secretary shall
give, or cause to be given, all notices required to be given by these By-laws or
by law; shall have such powers and perform such duties as the Board of
Directors, the chairman of the board, the chief executive officer, the president
or these By-laws may, from time to time, prescribe; and shall have custody of
the corporate seal of the Corporation. The secretary, or an assistant secretary,
shall have authority to affix the corporate seal to any instrument requiring it
and when so affixed, it may be attested by his or her signature or by the
signature of such assistant secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by his or her signature. The assistant secretary, or if
there be more than one, any of the assistant secretaries, shall in the absence
or disability of the secretary, perform the duties and exercise the powers of
the secretary and shall perform such other duties and have such other powers as
the Board of Directors, the chairman of the board, the chief executive officer,
the president, or the secretary may, from time to time, prescribe.

Section 11. The Chief Financial Officer. The chief financial officer
shall have the custody of the corporate funds and securities; shall keep full
and accurate all books and accounts of the Corporation as shall be necessary or
desirable in accordance with applicable law or generally accepted accounting
principles; shall deposit all monies and other valuable effects in the name and
to the credit of the Corporation as may be ordered by the chairman of the board
or the Board of Directors; shall cause the funds of the Corporation to be
disbursed when such disbursements have been duly authorized, taking proper
vouchers for such disbursements; shall render to the Board of Directors, at its
regular meeting or when the Board of Directors so requires, an account of the
Corporation; and shall have such powers and perform such duties as the Board of
Directors, the chairman of the board, the chief executive officer, the president
or these By-laws may, from time to time, prescribe.

Section 12. Other Officers, Assistant Officers and Agents. Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these By-laws, shall have


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<PAGE>

such authority and perform such duties as may from time to time be prescribed by
resolution of the Board of Directors.

Section 13. Absence or Disability of Officers. In the case of the
absence or disability of any officer of the Corporation and of any person hereby
authorized to act in such officer's place during such officer's absence or
disability, the Board of Directors may by resolution delegate the powers and
duties of such officer to any other officer or to any Director, or to any other
person selected by it.

ARTICLE V

CERTIFICATES OF STOCK

Section 1. General. Every holder of stock in the Corporation shall
be entitled to have a certificate, signed by, or in the name of the Corporation
by the president or vice president and the secretary or an assistant secretary
of the Corporation, certifying the number of shares owned by such holder in the
Corporation. If such a certificate is countersigned by a transfer agent or a
registrar, the required signatures may be facsimiles. In case any officer or
officers who have signed, or whose facsimile signature or signatures have been
used on, any such certificate or certificates shall cease to be such officer or
officers of the Corporation whether because of death, resignation or otherwise
before such certificate or certificates have been delivered by the Corporation,
such certificate or certificates may nevertheless be issued and delivered as
though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures have been used thereon had not ceased to
be such officer or officers of the Corporation. All certificates for shares
shall be consecutively numbered or otherwise identified. The name of the person
to whom the shares represented thereby are issued, with the number of shares and
date of issue, shall be entered on the books of the Corporation. Shares of stock
of the Corporation shall only be transferred on the books of the Corporation by
the holder of record thereof or by such holder's attorney duly authorized in
writing, upon surrender to the Corporation of the certificate or certificates
for such shares endorsed by the appropriate person or persons, with such
evidence of the authenticity of such endorsement, transfer, authorization and
other matters as the Corporation may reasonably require, and accompanied by all
necessary stock transfer stamps. In that event, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate or certificates and record the transaction on its books.
Each such new certificate will be registered in such name as is requested by the
holder of the surrendered certificate and shall be substantially identical in
form to the surrendered certificate. The Board of Directors may appoint one or
more transfer agents or registrars or both in connection with the transfer of
any class or series of securities of the Corporation.

Section 2. Lost Certificates. A new certificate or certificates may
be issued in place of any certificate or certificates previously 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 Corporation 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 or her legal representative, to
give the Corporation a bond sufficient to indemnify the


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Corporation against any claim that may be made against the Corporation on
account of the loss, theft or destruction of any such certificate or the
issuance of such new certificate.

Section 3. Fixing a Record Date for Stockholder Meetings. 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 60 nor less than 10 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 the close of business on the next
day preceding the day on which notice is first given. 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 4. Fixing a Record Date for Other Purposes. In order that
the Corporation may determine(i) the stockholders entitled to receive payment
of any dividend or other distribution or allotment or any rights; or (ii) the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purposes 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 60 days nor less than 10 days prior
to such action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

Section 5. Registered Stockholders. Prior to the surrender to the
Corporation of the certificate or certificates for a share or shares of stock
with a request to record the transfer of such share or shares, the Corporation
may treat the registered owner as the person entitled to receive dividends, to
vote, to receive notifications and otherwise to exercise all the rights and
powers of an owner. The Corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof.

Section 6. Subscriptions for Stock. Unless otherwise provided for in
any subscription agreement, subscriptions for shares shall be paid in full at
such time, or in such installments and at such times, as shall be determined by
the Board of Directors. Any call made by the Board of Directors for payment on
subscriptions shall be uniform as to all shares of the same class or as to all
shares of the same series. In case of default in the payment of any installment
or call when such payment is due, the Corporation may proceed to collect the
amount due in the same manner as any debt due the Corporation.


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ARTICLE VI

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, in accordance with applicable law. Dividends may be paid in cash, in
property or in shares of the capital stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
any other purpose and the Directors may modify or abolish any such reserve in
the manner in which it was created.

Section 2. Checks, Drafts or Orders. All checks, drafts or other
orders for the payment of money by or to the Corporation and all notes and other
evidences of indebtedness issued in the name of the Corporation shall be signed
by such officer or officers, agent or agents of the Corporation, and in such
manner, as shall be determined by resolution of the Board of Directors or a duly
authorized committee thereof.

Section 3. Contracts. In addition to the powers otherwise granted to
officers pursuant to ARTICLE IV hereof, the Board of Directors may authorize any
officer or officers, or any agent or agents, of the Corporation to enter into
any contract or to execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or confined to
specific instances.

Section 4. Loans. The Corporation may lend money to, or guarantee
any obligation of, or otherwise assist any officer or other employee of the
Corporation or of its subsidiaries, including any officer or employee who is a
Director of the Corporation or its subsidiaries, whenever, in the judgment of
the Directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation and would not violate applicable law. The loan, guaranty
or other assistance may be with or without interest, and may be unsecured, or
secured in such manner as the Board of Directors shall approve, including,
without limitation, a pledge of shares of stock of the Corporation, subject to
applicable law. Nothing in this section shall be deemed to deny, limit or
restrict the powers of guaranty or warranty of the Corporation at common law or
under any statute.

Section 5. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

Section 6. Corporate Seal. The Board of Directors may provide a
corporate seal which shall be in the form of a circle and shall have inscribed
thereon the name of the Corporation and the words "Corporate Seal, Delaware."
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise applied.


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Section 7. Voting Securities Owned By Corporation. Voting securities
in any other company held by the Corporation shall be voted by the chief
executive officer, the president or a vice president, unless the Board of
Directors specifically confers authority to vote with respect thereto, which
authority may be general or confined to specific instances, upon some other
person or officer. Any person authorized to vote securities shall have the power
to appoint proxies, with general power of substitution.

Section 8. Inspection of Books and Records. The Board of Directors
shall have power from time to time to determine to what extent and at what times
and places and under what conditions and regulations the accounts and books of
the Corporation, or any of them, shall be open to the inspection of the
stockholders; and no stockholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by the laws of the
State of Delaware, unless and until authorized so to do by resolution of the
Board of Directors or of the stockholders of the Corporation.

Section 9. Section Headings. Section headings in these By-laws are
for convenience of reference only and shall not be given any substantive effect
in limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision
of these By-laws is or becomes inconsistent with any provision of the
Certificate of Incorporation, the General Corporation Law of the State of
Delaware, the Exchange Act or any regulation thereunder, or any other applicable
law or regulation, the provision of these By-laws shall not be given any effect
to the extent of such inconsistency but shall otherwise be given full force and
effect.

Section 11. Notices. Except as provided in Section 4 of ARTICLE II
hereof and Section 7 of ARTICLE III hereof, all notices referred to herein shall
be in writing, shall be delivered personally or by first class mail, postage
prepaid, and shall be deemed to have been given when so delivered or mailed to
the Corporation at its principal executive offices and to any stockholder at
such holder's address as it appears in the stock records of the Corporation
(unless otherwise specified in a written notice to the Corporation by such
holder).

Section 12. Certificate of Incorporation. Unless the context
requires otherwise, references in these By-laws to the Certificate of
Incorporation of the Corporation (as it may be amended and restated from time to
time) shall also be deemed to include any duly authorized certificate of
designation relating to any series of Preferred Stock of the Corporation that
may be outstanding from time to time.

ARTICLE VII

AMENDMENTS

In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation is expressly authorized to
make, alter, amend, change, add to or repeal these By-laws by the affirmative
vote of a majority of the total number of Directors then in office, subject to
further action by stockholders. Any alteration or repeal of these By-laws by the


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stockholders of the Corporation shall require the affirmative vote of at least a
majority of the combined voting power of the then outstanding shares of the
Corporation entitled to vote on such alteration or repeal.