By-Laws - Level 3 Communications Inc.


                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                          LEVEL 3 COMMUNICATIONS, INC.


                                   ARTICLE I.
                                     OFFICES

     SECTION 1.1.  REGISTERED OFFICE AND AGENT. The registered office of Level 3
Communications,  Inc.(the  "Corporation") is at 1209 Orange Street,  Wilmington,
New Castle County,  Delaware 19801.  The registered agent at that address is The
Corporation Trust Company.

     SECTION 1.2. OTHER  OFFICES.  The  Corporation  may have other offices from
time to time as the directors may designate or as the business may require.

                                   ARTICLE II.
                                  STOCKHOLDERS

     SECTION 2.1. ANNUAL MEETINGS.  The annual meeting of stockholders  shall be
held at such place,  date,  and time as is designated by the Board of Directors.
At this meeting, directors shall be elected and any other proper business may be
transacted.

     SECTION 2.2. SPECIAL MEETINGS.  Special meetings of the stockholders of the
Corporation  may be called for any purpose or  purposes  by the  Chairman of the
Board,  the Chief  Executive  Officer,  the  President  or by a majority  of the
directors.  Business  transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice of the meeting.

     SECTION 2.3. PLACE OF MEETINGS.  Meetings of stockholders  shall be held at
such  place,  either  within  or  without  the  State of  Delaware,  as shall be
designated by those calling the meeting.

     SECTION 2.4.  NOTICES OF MEETINGS.  A written notice shall be given to each
stockholder  entitled  to vote at the  meeting not less than 10 nor more than 60
days before each annual or special  meeting.  The notice  shall state the place,
date, and hour of the meeting.  The notice of a special  meeting shall state the
purposes for which the meeting has been called.  Written notices may be given by
either personal  delivery or mail. If mailed,  notice is given when deposited in
the United  States mail,  postage  prepaid  directed to the  stockholder  at his
address as it appears on the records of the  Corporation.  No notice is required
to be given to a stockholder to whom notices of two consecutive  annual meetings
(and any other  written  notice sent between  those  meetings)  have been mailed
addressed  to that person at his address as shown on the  corporate  records and
have been returned undeliverable.

     SECTION 2.5. WAIVER OF NOTICE.  A written waiver,  signed by a stockholder,
whether before or after an annual or special meeting, shall be equivalent to the

giving of such notice.  Attendance by a  stockholder,  without  objection to the
notice,  whether in person or by proxy,  at an annual or special  meeting  shall
constitute waiver of notice of such meeting.

     SECTION  2.6.  VOTING  LIST.  At least ten days before  each  stockholders'
meeting, the Secretary shall prepare a complete list of stockholders entitled to
vote at such meeting.  Arranged in alphabetical  order,  the list shall show the
name, address, and number of shares of each stockholder entitled to vote. For at
least 10 days before the meeting,  the list shall be open to the  examination of
any  stockholder,  for any  purpose  germane  to the  meeting,  during  ordinary
business  hours,  at (1) the meeting  place,  or (2) at another place within the
city of the meeting  which shall be specified in the notice of the meeting.  The
list shall also be available at the meeting for  inspection  by any  stockholder
present.

     SECTION 2.7.  RECORD DATE.  The Board of Directors may fix a record date to
determine  which  stockholders  are entitled  to: (a) notice of a  stockholders'
meeting;  (b)  vote  at a  stockholders'  meeting;  (c)  receive  payment  for a
dividend;  (d) receive a distribution  or allotment of rights;  (e) exercise any
rights in respect of any change,  conversion, or exchange of stock; or (f)notice
for the purpose of any other  lawful  action.  The record date shall not be less
than 10 nor  more  than 60 days  before  any such  action.  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 2.8. PROXY. Each stockholder eligible to vote may authorize another
person or persons to act for him by proxy.  No proxy  shall be valid after three
years from its date, unless the proxy provides for a longer period.

SECTION 2.9.  VOTING RIGHTS.  Unless  otherwise  provided in the Second Restated
Certificate of Incorporation,  each stockholder  eligible to vote shall have one
vote for each share of capital stock held by such stockholder.

     SECTION 2.10.  QUORUM AND REQUIRED VOTE. A majority of the shares  entitled
to vote, present in person or represented by proxy, shall constitute a quorum at
a meeting of  stockholders.  Unless  otherwise  required by the Second  Restated
Certificate of Incorporation or by statute, the affirmative vote of the majority
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.  However, if
less than a quorum but more than  one-third  of all shares  eligible  to vote is
present at a scheduled meeting, a majority of the shares present may adjourn the
scheduled meeting.

     SECTION 2.11. ADJOURNED MEETINGS. No new notice is required if the time and
place of the  adjourned  meeting  is  announced  at the  meeting  at  which  the
adjournment is taken and if the  adjournment is for not more than 30 days. At an
adjourned  meeting,  the stockholders may transact any business which might have
been transacted at the original meeting.

     SECTION 2.12. NO ACTION WITHOUT A MEETING. Any action required or permitted
at a stockholders'  meeting may be taken only upon the vote of the  stockholders
at an annual or special meeting duly noticed and called, and may not be taken by
a written consent of the stockholders.

                       SECTION 2.13. CONDUCT OF MEETINGS.

     (a) The Chief Executive  Officer of the  Corporation  shall preside at each
meeting of the stockholders.  In the absence of the Chief Executive Officer, the
meeting  shall be chaired by an other officer of the  Corporation  in accordance
with the following order: Chairman of the Board, Vice Chairman,  President,  any
Executive Vice President,  any Senior Vice President and any Vice President.  In
the absence of any of such  officers,  the meeting  shall be chaired by a person
chosen by a  majority  in  interest  of the  stockholders  present  in person or
represented  by proxy and entitled to vote  thereat,  who shall act as chairman.
The  Secretary or in his or her absence an Assistant  Secretary or a person whom
the chairman of the meeting  shall appoint shall act as secretary of the meeting
and keep a record of the proceedings thereof.

     (b) The  Board  of  Directors  shall  be  entitled  to make  such  rules or
regulations  for the  conduct  of  meeting  of  stockholders  as it  shall  deem
necessary,  appropriate or convenient.  Subject to such rules and regulations of
the Board of Directors, if any, the chairman of the meeting shall have the right
and authority to prescribe such rules,  regulations and procedures and to do all
such acts as, in the judgment of the chairman,  are  necessary,  appropriate  or
convenient for the proper conduct of the meeting including,  without limitation,
establishing  an  agenda  or  order  of  business  for the  meeting,  rules  and
procedures for maintaining order at the meeting and the safety of those present,
limitations on  participation  in such meeting to  stockholders of record of the
Corporation and their duly authorized and  constituted  proxies,  and such other
persons as the chairman shall permit, restrictions on entry to the meeting after
the time fixed for the commencement thereof, limitations an the time allotted to
questions or comment by  participants  and regulation of the opening and closing
of the ballot.  Unless, and to the extent,  determined by the Board of Directors
or the chairman of the meeting,  meetings of stockholders  shall not be required
to be held in accordance with rules of parliamentary procedure.

     SECTION  2.14.  ADVANCE  NOTIFICATION  OF  BUSINESS  TO  BE  TRANSACTED  AT
                             STOCKHOLDER MEETINGS.

     (a) No business may be  transacted  at an annual  meeting of  stockholders,
other than  business  that is either (a)  specified in the notice of meeting (or
any  supplement  thereto) given by or at the direction of the Board of Directors
(or any duly  authorized  committee  thereof),  (b) otherwise  properly  brought
before the annual  meeting by or at the  direction of the Board of Directors (or
any duly authorized  committee thereof) or (c) otherwise properly brought before
the  annual  meeting  by  any  stockholder  of  the  Corporation  (i)  who  is a
stockholder  of record on the date of the giving of the notice  provided  for in
this  section  and on the  record  date for the  determination  of  stockholders
entitled to vote at such annual  meeting and (ii) who  complies  with the notice
procedures set forth in this section.


     (b) In addition to any other  applicable  requirements  for  business to be
properly  brought before an annual meeting by a  stockholder,  such  stockholder
must have given timely notice thereof in proper written form to the Secretary.

     (c) To be timely, a stockholder's notice to the Secretary must be delivered
to or mailed and received at the principal  executive  office of the Corporation
not less than 60 days nor more than 90 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided, however, that in
the event  that the  annual  meeting  is called for a date that is not within 30
days before or after such anniversary  date,  notice by the stockholder in order
to be timely  must be so  received  not later than the close of  business on the
tenth day  following  the day on which  such  notice  of the date of the  annual
meeting was mailed or public  disclosure  of the date of the annual  meeting was
made, whichever first occurs.

     (d) To be in proper written form, a  stockholder's  notice to the Secretary
must set forth as to each matter such  stockholder  proposes to bring before the
annual  meeting (i) a brief  description  of the business  desired to be brought
before the annual  meeting and the reasons for  conducting  such business at the
annual meeting, (ii) the name and record address of such stockholder,  (iii) the
class or series and number of shares of capital stock of the  Corporation  which
are owned  beneficially or of record by such stockholder,  (iv) a description of
all arrangements or understandings between such stockholder and any other person
or persons (including their names and addresses) in connection with the proposal
of  such  business  by  such  stockholder  and  any  material  interest  of such
stockholder  in such  business and (v) a  representation  that such  stockholder
intends  to appear in person or by proxy at the  annual  meeting  to bring  such
business before the meeting.

     (e) No business  shall be conducted at the annual  meeting of  stockholders
except  business  brought  before the  annual  meeting  in  accordance  with the
procedures set forth in this section; provided, however, that, once business has
been  properly  brought  before  the  annual  meeting  in  accordance  with such
procedures,  nothing in this section  shall be deemed to preclude  discussion by
any  stockholder  of any such  business.  If the  chairman of an annual  meeting
determines  that business was not properly  brought before the annual meeting in
accordance  with the  foregoing  procedures,  the chairman  shall declare to the
meeting that the business was not properly  brought  before the meeting and such
business shall not be transacted.

                                  ARTICLE III.
                                    DIRECTORS

     SECTION 3.1.  GENERAL POWERS.  The business and affairs of this Corporation
shall be managed by its Board of Directors.

     SECTION 3.2. NUMBER AND  QUALIFICATIONS.  The Board of Directors shall fix,
by resolution from time to time, the number of directors which shall  constitute
the whole Board of Directors;  provided,  however,  that such number shall be no
fewer than six and no more than fifteen. Directors need not be stockholders.

     SECTION  3.3.  ELECTION AND TERM.  Upon the  original  filing of the Second
Restated  Certificate of  Incorporation  (the  "Effective  Time"),  the Board of
Directors shall be



divided into three  classes to be designated as Class I, Class II and Class III.
The Board of Directors,  by resolution,  shall designate the class in which each
of the directors then in office shall serve upon such classification.  The terms
of office of the classes of  directors so  designated  by the Board of Directors
shall expire at the times of the annual meetings of the stockholders as follows:
Class I on the first annual  meeting of  stockholders  following  the  Effective
Time,  Class II on the second annual  meeting  following the Effective  Time and
Class  III  on the  third  annual  meeting  following  the  Effective  Time,  or
thereafter  in each  case when  their  respective  successors  are  elected  and
qualified.  At each subsequent annual election,  the directors chosen to succeed
those whose terms are expiring shall be identified as being of the same class as
the directors whom they succeed, and shall be elected for a term expiring at the
time of the third succeeding  annual meeting of  stockholders,  or thereafter in
each case when their respective successors are elected and qualified. The number
of  directorships  shall be apportioned  among the classes so as to maintain the
classes as nearly equal in number as possible.

     SECTION 3.4.  VACANCIES.  Vacancies,  however resulting,  and newly created
directorships  resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office,  although less then
a quorum, or by a sole remaining  director.  Any director elected to fill such a
vacancy or newly  created  directorship  shall hold office for a term that shall
coincide  with the term of the  class to which  such  director  shall  have been
elected.

     SECTION 3.5. REMOVAL. Subject to any rights of the holders of any series of
Preferred Stock to elect additional directors under specified circumstances, any
director,  or the entire Board of  Directors,  may be removed from office at any
time, but only for cause and only by the  affirmative  vote of the holders of at
least  sixty-six  and  two-thirds  percent  (66 2/3%) of the  outstanding  stock
entitled to vote thereon.

     SECTION  3.6.  ANNUAL  MEETINGS.  The Board of  Directors  may  provide  by
resolution for the time and place of annual  meetings of the Board of Directors,
without notice other than such resolution.

     SECTION  3.7.  REGULAR  MEETINGS.  The Board of  Directors  may  provide by
resolution for the time and place of regular meetings of the Board of Directors,
without notice other than such resolution.

     SECTION 3.8. SPECIAL  MEETINGS.  Special meetings of the Board of Directors
shall be called by the Chairman of the Board, the Chief Executive  Officer,  the
President or by a majority of the directors.  The person(s)  calling the meeting
may fix the specific time and place of the meeting.

     SECTION 3.9. NOTICE OF MEETING.  Notice of any special meeting of the Board
of  Directors  shall be given to each  director at his  business or residence in
writing  or  by  telegram  or  by  telephone   communication   or  by  facsimile
transmission.  If mailed, such notice shall be deemed adequately  delivered when
deposited in the United States mails so addressed, with postage thereon prepaid,
at least five days before such  meeting.  If by  telegram,  such notice shall be
deemed  adequately  delivered  when the telegram is  delivered to the  telegraph
company at least  twenty-four  hours before such meeting.  If by telephone,  the
notice  shall  be  given at  least


twelve  hours  prior  to  the  time  set  for  the  meeting.   If  by  facsimile
transmission,  the notice shall be deemed adequately delivered if transmitted at
least  twenty-four  hours  before  such  meeting.  Neither  the  business  to be
transacted  at, nor the purpose of, any regular or special  meeting of the Board
of  Directors  need be  specified  in the  notice of such  meeting,  except  for
amendments  to these By-laws as provided  under Article IX hereof.  A meeting of
the  Board  of  Directors  may be held at any  time  without  notice  if all the
directors  are  present or if those not present  waive  notice of the meeting in
writing, either before or after such meeting.

     SECTION 3.10.  WAIVER OF NOTICE. A written waiver,  signed by the director,
whether  before  or  after  the  meeting  of the  Board of  Directors,  shall be
equivalent  to the giving of such  notice.  Attendance  by a  director,  without
objection to the notice, at a meeting of the Board of Directors shall constitute
waiver of notice of such meeting.

     SECTION  3.11.  TELEPHONE  PARTICIPATION.  Directors may  participate  in a
meeting of the Board of  Directors by means of  conference  telephone or similar
communications  equipment if all persons  participating  in the meeting can hear
each other. Participation in a meeting of this kind shall constitute presence in
person at the meeting.

     SECTION 3.12. QUORUM AND VOTING. A majority of the whole Board of Directors
shall  constitute  a quorum for the  transaction  of  business.  The vote of the
majority  of the  directors  present  at a meeting  at which a quorum is present
shall be the act of the Board of Directors  unless the vote of a greater  number
is required by statute,  the Second Restated  Certificate of  Incorporation,  or
these By-laws.

     SECTION 3.13.  ACTION WITHOUT A MEETING.  Any action that may be taken at a
meeting of the directors may be taken without a meeting if a consent in writing,
setting forth the action taken, is signed by all directors.

     SECTION 3.14.  COMPENSATION.  By  resolution  of the Board of Directors,  a
director may be paid a fixed sum, and any expenses,  for attendance at a meeting
of the Board of  Directors.  No such  payment  shall  preclude a  director  from
receiving compensation for serving the Corporation in any other capacity.

                     SECTION 3.15. NOMINATION OF DIRECTORS.

     (a) Only  persons  who are  nominated  in  accordance  with  the  following
procedures  shall be eligible  for  election as  directors  of the  Corporation.
Nominations of persons for election to the Board of Directors may be made at any
annual meeting of stockholders, or at any special meeting of stockholders called
for the purpose of electing  directors,  (a) by or at the direction of the Board
of  Directors  (or  any  duly  authorized  committee  thereof)  or  (b)  by  any
stockholder of the Corporation (i) who is a stockholder of record on the date of
the giving of the notice provided for in this section and on the record date for
the determination of stockholders  entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this section.

     (b) In addition to any other applicable  requirements,  for a nomination to
be made by a stockholder, such stockholder must have given timely notice thereof
in proper written form to the Secretary of the Corporation.


     (c) To be timely, a stockholder's notice to the Secretary must be delivered
to or mailed and received at the principal  executive  office of the Corporation
(a) in the case of an  annual  meeting,  not less  than 60 days nor more than 90
days prior to the anniversary  date of the immediately  preceding annual meeting
of stockholders; provided, however, that in the event that the annual meeting is
called  for a date that is not within 30 days  before or after such  anniversary
date,  notice by the  stockholder  in order to be timely must be so received not
later than the close of  business  on the tenth day  following  the day on which
such notice of the date of the annual meeting was mailed or public disclosure of
the date of the annual meeting was made,  whichever  first occurs and (b) in the
case of a special  meeting of  stockholders  called for the  purpose of electing
directors,  not later than the close of business on the tenth day  following the
day on which  notice of the date of the  special  meeting  was  mailed or public
disclosure of the date of the special meeting was made, whichever first occurs.

     (d) To be in proper written form, a  stockholder's  notice to the Secretary
must set forth (a) as to each person whom the  stockholder  proposes to nominate
for election as a director (i) the name,  age,  business  address and  residence
address of the  person,  (ii) the  principal  occupation  or  employment  of the
person,  (iii) the class or series and number of shares of capital  stock of the
Corporation which are owned beneficially or of record by the person and (iv) any
other information  relating to the person that would be required to be disclosed
in a proxy  statement or other filings  required to be made in  connection  with
solicitation of proxies for election of directors  pursuant to Section 14 of the
Securities  Exchange  Act of  1934  (the  "Exchange  Act"),  and the  rules  and
regulations  promulgated  thereunder,  and (b) as to the stockholder  giving the
notice (i) the name and record  address of such  stockholder,  (ii) the class or
series and number of shares of capital stock of the Corporation  which are owned
beneficially  or of  record  by such  stockholder,  (iii) a  description  of all
arrangements  or  understandings  between  such  stockholder  and each  proposed
nominee and any other person or persons  (including  their names and  addresses)
pursuant to which the nominations(s) are to be made by such stockholder,  (iv) a
representation  that such stockholder intends to appear in person or by proxy at
the  meeting  to  nominate  the  persons  named in its  notice and (v) any other
information  relating to such stockholder that would be required to be disclosed
in a proxy  statement or other filings  required to be made in  connection  with
solicitation of proxies for election of directors  pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated  thereunder.  Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.

     (e)  No  person  shall  be  eligible  for  election  as a  director  of the
Corporation unless nominated in accordance with the procedures set forth in this
section.  If the chairman of the meeting  determines  that a nomination  was not
made in accordance with the foregoing procedures,  the chairman shall declare to
the meeting that the  nomination  was  defective and such  defective  nomination
shall be disregarded.

                                   ARTICLE IV.
                                BOARD COMMITTEES

     SECTION 4.1. FORMATION OF COMMITTEES.  The Board of Directors by resolution
may  create  committees,  each  consisting  of  two  or  more  directors,  which
committees shall hold office for such time and have such powers and perform such
duties as may from time


to time be assigned to them by the Board of  Directors.  Three  committees  have
previously been formed: the executive committee,  the compensation committee and
the audit committee.

     SECTION 4.2. EXECUTIVE  COMMITTEE.  The executive  committee shall have all
the  powers  of the Board of  Directors  in the  management  of the  normal  and
ordinary  business and affairs of the Corporation at all times when the Board of
Directors is not in session.  The executive  committee  shall have the following
specific powers to:

     (a)  review  and  approve   business   plans  of   subsidiaries   and  make
recommendations  concerning  such plans to the appropriate  subsidiary  board of
directors; and

     (b)  delegate  authority  to one or more  persons  to act on  behalf of the
Corporation  or its  subsidiaries,  whether  pursuant  to a power of attorney or
otherwise, and to establish policies regarding such delegations of authority.

     SECTION 4.3. COMPENSATION COMMITTEE.  The compensation committee shall have
the duties to recommend to the Board of  Directors:  (a) the base salary or wage
ranges of all employees;  (b) the amounts and forms of  compensation,  including
fringe benefits and bonuses, as well as stock options and incentive compensation
rights that apply or may apply to employees; (c) the adoption and implementation
of any new or modified forms of compensation; (d) the suspension, elimination or
restriction  of any  presently  existing  forms of  compensation;  and (e) plans
concerning the orderly succession of officers and key management personnel.

     SECTION 4.4. AUDIT  COMMITTEE.  None of the members of the audit  committee
shall be directly  involved in the  supervision  or  management of the financial
affairs of this Corporation or any of its subsidiaries.

     (a) The books,  records,  and  accounts of the  Corporation  may be audited
periodically  by independent  public  accountants.  In connection with the audit
process,  the audit  committee  shall have the duties  outlined  in its  written
charter  as in  effect  from  time to  time  and as  approved  by the  Board  of
Directors.

     (b) The audit committee shall meet  periodically with the staff responsible
for the Corporation's financial and accounting matters to review and discuss the
scope of internal  accounting  procedures  and  controls  then in effect and the
extent to which any  recommendations  made by the independent public accountants
or any internal auditors have been implemented.

     (c) The audit committee shall direct and supervise any  investigation  into
any matter  brought  to its  attention  within the scope of its duties  which it
believes is necessary.  The audit  committee may retain  outside  consultants in
connection with any such investigation.

     (d) The audit committee shall monitor business practices of the Corporation
as set forth in the written policies of the Corporation, such as compliance with
antitrust policies and other policies, as directed by the Board of Directors.

     SECTION 4.5. LIMITATIONS ON POWERS. Limitations on the powers of committees
of the Board of Directors shall be governed by Section 141(c)(2) of the Delaware


General  Corporation  Law. In  addition,  no  committee  shall act contrary to a
fundamental  policy or method of conducting the business of the Corporation.  No
committee shall have the specific  powers  conferred upon any other committee by
these By-laws.

     SECTION 4.6.  GENERAL.  Any committee member may be removed by the Board of
Directors at any time without  cause.  The Board of  Directors  may  designate a
chairman of a committee.  The  following  provisions  of the By-laws,  which are
applicable to the Board of Directors,  shall also govern each Board of Directors
committee:  Section 3.4  (vacancies),  Section 3.10 (waiver of notice),  Section
3.11 (telephone  participation),  Section 3.12 (quorum and voting),  and Section
3.13  (action  without a  meeting).  Each  committee  may adopt its own rules of
procedure  and such  rules may  govern  the call,  time,  place,  and  notice of
meetings.  Each committee may keep  appropriate  minutes of such proceedings and
shall  report  all  significant  actions  at  regular  meetings  of the Board of
Directors.

                                   ARTICLE V.
                                    OFFICERS

     SECTION  5.1.  NUMBER.  The  officers of the  Corporation  shall  include a
President and a Secretary.  The Board of Directors may elect additional officers
and appoint  agents as it determines  necessary.  Any two or more offices may be
held by the same person,  except the offices of  President  and  Secretary.  The
Board of Directors in its  discretion may also elect one or more Chairman of the
Board and one or more Vice Chairman.

     SECTION 5.2. ELECTION AND QUALIFICATION.  The President and Secretary shall
be elected at the annual  meeting of the Board of Directors.  Other officers may
be elected by the Board of  Directors  from time to time.  The  Chairman  of the
Board, if any, the Chief Executive Officer, any Vice Chairman, and the President
shall be directors of the Corporation,  and should any one of them cease to be a
director, he shall IPSO FACTO cease to be such officer.

     SECTION 5.3.  TERM.  Each officer  shall hold office until his successor is
elected and qualified or until his earlier  resignation or removal.  Any officer
may resign at any time upon written notice to the Corporation.

     SECTION 5.4. REMOVAL.  Any officer elected by the Board of Directors may be
removed by a majority of the members of the whole Board of  Directors  whenever,
in their judgment, the best interest of the Corporation would be served thereby.
No elected officer shall have any contractual rights against the Corporation for
compensation  by virtue of such election  beyond the date of the election of his
successor,  his death,  his  resignation or his removal,  whichever  event shall
first occur,  except as otherwise provided in an employment contract or under an
employee deferred compensation plan.

     SECTION  5.5.  VACANCY.  Any  vacancy in any  office  from any cause may be
filled for the unexpired portion of the term by the Board of Directors.

     SECTION  5.6.  CHAIRMAN OF THE BOARD.  The Chairman of the Board shall be a
director and shall preside at all meetings of the Board of Directors at which he
shall be 


present,  and shall have such power and perform  such duties as may from time to
time be assigned to him by the Board of Directors.

     SECTION 5.7.  VICE  CHAIRMAN OF THE BOARD.  Any Vice  Chairman of the Board
shall be a director and shall  preside at all meetings of the Board of Directors
at which a Chairman shall not be present,  and shall have such power and perform
such  duties  as may  from  time to  time be  assigned  to him by the  Board  of
Directors.

     SECTION 5.8. CHIEF EXECUTIVE  OFFICER.  The Chief Executive  Officer shall,
when present,  preside at all meetings of the stockholders,  and, in the absence
of the Chairman of the Board and any Vice Chairman of the Board,  or upon motion
of the Board of Directors,  at meetings of the Board of Directors. He shall have
power to call special meetings of the stockholders, of the Board of Directors or
of the Executive  Committee at any time. He shall be the chief executive officer
of the  Corporation,  and shall  have the  general  direction  of the  business,
affairs and property of the  Corporation,  and of its several officers and shall
have and exercise all such powers and discharge  such duties as usually  pertain
thereto.

     SECTION 5.9. PRESIDENT.  The President shall be the chief operating officer
of the  Corporation  and shall have and exercise  all such powers and  discharge
such duties as usually pertain to the office of President. In the absence of the
Chief Executive  Officer,  the Chairman of the Board and any Vice Chairman,  the
President, when present, will preside at all meetings of the stockholders,  and,
in the absence of the Chairman of the Board,  any Vice Chairman of the Board and
the Chief  Executive  Officer,  at meetings of the Board of Directors.  He shall
have  power  to call  special  meetings  of the  stockholders,  of the  Board of
Directors or of the Executive Committee at any time.

     SECTION 5.10. VICE-PRESIDENTS. The Vice-Presidents, if any, or any of them,
shall, subject to the direction of the Board of Directors, at the request of the
Chief  Executive  Officer of the President or in his absence,  or in case of his
inability  to perform  his  duties  from any  cause,  perform  the duties of the
President,  and, when so acting, shall have all the powers of, and be subject to
all restrictions  upon, the President.  The  Vice-Presidents  shall also perform
such other duties as may be assigned to them by the Board of Directors,  and the
Board of Directors may determine the order of priority among them.

     SECTION 5.11.  SECRETARY.  The  Secretary  shall perform such duties as are
incident to the office of Secretary,  or as may from time to time be assigned to
him by the Board of Directors, or as are prescribed by these By-laws.

     SECTION 5.12.. TREASURER.  The Treasurer shall perform such duties and have
powers  as are  usually  incident  to the  office of  Treasurer  or which may be
assigned to him by the Board of Directors.

     SECTION 5.13. COMPENSATION. The compensation of all officers shall be fixed
by the Board of Directors.  An officer who is also a director may be compensated
in both capacities.


     SECTION 5.14. BONDING.  Any officer,  agent or employee of the Corporation,
if so  required  by the Board of  Directors,  shall be bonded  for the  faithful
performance of his duties,  with such penalties,  conditions and security as the
Board of Directors may require.

                                   ARTICLE VI.
                                      STOCK

     SECTION 6.1. STOCK CERTIFICATES.  The directors shall determine the form of
certificates  which  represent  ownership  of  shares of the  Corporation.  Each
certificate  shall  contain the holder's  name and the number of shares  issued.
Each certificate  shall be signed by the President or any Vice President and the
Secretary or the Assistant  Secretary.  Each certificate shall be impressed with
the corporate seal. Each certificate shall be consecutively  numbered.  The name
and  address of the person to whom the  shares  are  issued,  with the number of
shares  and  date  of  issue,  shall  be  entered  in the  stock  ledger  of the
Corporation.

     SECTION 6.2.  TRANSFER OF STOCK.  Transfers of shares shall be made only on
the stock transfer books of the Corporation.  On surrender to the Corporation of
a stock certificate  properly endorsed by the holder of record or accompanied by
a proper evidence of authority to transfer, a new certificate shall be issued to
the person entitled.  However, the requirements of any applicable stock transfer
restriction  agreement  must also be  satisfied.  The old  certificate  shall be
canceled and the transaction recorded in the stock ledger.

     SECTION 6.3. LOST  CERTIFICATES.  The  Corporation  shall issue a new stock
certificate  in place of a certificate  previously  issued,  if the holder:  (a)
claims by affidavit that the  certificate has been lost,  destroyed,  or stolen;
and (b)  gives  the  Corporation  a bond or  other  indemnity  as the  directors
determine appropriate.

     SECTION 6.4. REGISTERED  STOCKHOLDERS.  The person in whose name shares are
registered in the Corporation's  stock ledger shall be deemed by the Corporation
to be the owner of those shares for all purposes.  The Corporation  shall not be
required to recognize any equitable or other claim or interest in such shares by
any other person, whether or not it has actual or other notice of such claim.

                                  ARTICLE VII.
                                  MISCELLANEOUS

     SECTION  7.1.  SEAL.  The  corporate  seal  shall  contain  the name of the
Corporation as well as the words "Corporate Seal" and "Delaware".

     SECTION  7.2.  FISCAL  YEAR.  The fiscal year of the  Corporation  shall be
determined by resolution of the Board of Directors.

     SECTION 7.3.  CONTRACTS,  ETC. The directors  shall determine by resolution
which  persons  shall  be  empowered  to  sign   contracts,   bids,   proposals,
certificates  and other  instruments of the  Corporation.  Such authority may be
general or confined to specific instances.


     SECTION 7.4. CHECKS,  ETC. All checks or demands for money and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION  7.5.   DIVIDENDS.   Dividends   upon  the  capital  stock  of  the
Corporation,  subject to the  provisions of the Second  Restated  Certificate of
Incorporation,  may be declared by the Board of  Directors or a committee of the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property or in shares of the capital stock.

     SECTION 7.6.  RESERVES.  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, determine
proper as a reserve fund to meet contingencies,  or for repairing or maintaining
any property of the Corporation or for such other purpose as the directors shall
think  conducive  to the  interest of the  Corporation,  and the  directors  may
abolish any such reserve in the manner in which it was created.

     SECTION  7.7.  VOTING  STOCK OF OTHER  CORPORATIONS.  Except  as  otherwise
ordered  by the  Board of  Directors,  the  Chairman  of the  Board or the Chief
Executive  Officer  or the  President  shall  have  full  power an behalf of the
Corporation to attend and to act and to vote at any meeting of the  stockholders
of any  other  corporation  of which the  Corporation  is a  stockholder  and to
execute a proxy to any other person to  represent  the  Corporation  at any such
meeting.

                                  ARTICLE VIII.
                                 INDEMNIFICATION

     SECTION 8.1.  NON-DERIVATIVE  SUITS.  The  Corporation  shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or complete  action,  suit or  proceeding,  whether  civil,
criminal,  administrative,  or investigative  (other than an action by or in the
right of the  Corporation),  by reason of the fact that he is or was a director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonable  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe his conduct was unlawful.

     SECTION 8.2.  DERIVATIVE  SUITS. The Corporation shall indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action or suit by or in the right of the  Corporation  to
procure  a  judgment  in its  favor



by reason of the fact that he is or was a director,  officer,  employee or agent
of the Corporation,  or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
Corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  Corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

     SECTION  8.3.  EXTENT OF  INDEMNIFICATION.  To the extent  that a director,
officer,  employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in Section
8.1 or 8.2 above, or in defense of any claim, issue or matter therein,  he shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him in connection therewith.

     SECTION 8.4. APPROVAL OF INDEMNIFICATION. Any indemnification under Section
8.1 or 8.2 above  (unless  ordered by a court) shall be made by the  Corporation
only  as   authorized   in  the  specific   case  upon  a   determination   that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section 8.1 or 8.2 above. Such  determination  shall be made (1) by the Board of
Directors by a majority  vote of a quorum  consisting  of directors who were not
parties  to  such  action,  suit or  proceeding,  (2) if  such a  quorum  is not
obtainable,  or, even if  obtainable,  a quorum of  disinterested  directors  so
directs,  by  independent  legal  counsel  in a  written  opinion  or (3) by the
affirmative vote of the holders of 51% of the outstanding shares of Common Stock
of the Corporation.

     SECTION 8.5.  ADVANCES.  Expenses  (including  attorneys' fees) incurred in
defending a civil,  criminal,  administrative or investigative  action,  suit or
proceeding shall be paid by the Corporation in advance of the final  disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of the director,  officer,  employee or agent to repay such amount, if it
shall  ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article VIII.

     SECTION  8.6.  NON-EXCLUSIVITY.  The  indemnification  and  advancement  of
expenses  provided  by, or granted  pursuant  to, this Article VIII shall not be
deemed exclusive of any other rights to which any person seeking indemnification
may  be  entitled  under  any  By-law,   agreement,   vote  of  stockholders  or
disinterested director or otherwise,  both as to action in his official capacity
and as to action in  another  capacity  while  holding  such  office,  and shall
continue  as to a person who has ceased to be a director,  officer,  employee or
agent and shall inure to the benefit of the heirs,  executors and administrators
of such person.

     SECTION 8.7.  INSURANCE.  The Corporation  shall have power to purchase and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or


agent of the Corporation, or is or was serving at the request of the Corporation
as director,  officer,  employee or agent of another  corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
him and  incurred  by him in any such  capacity  or arising out of his status as
such,  whether  or not the  Corporation  would have the power to  indemnify  him
against such  liability  under the  provisions  of this Section 8.7 or under the
provisions of any applicable law or regulation.

                                   ARTICLE IX.
                                   AMENDMENTS

     SECTION 9.1. These By-laws may be repealed,  altered,  amended or rescinded
and new by-laws may be adopted by the majority vote of the Board of Directors or
by the  affirmative  vote of sixty-six and two-thirds  percent  (66-2/3%) of the
outstanding stock entitled to vote thereon.

Dated: May 23, 2001