<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>4
<FILENAME>tmok03ex3-2.txt
<TEXT>
                                                                     Exhibit 3.2

                                As amended and effective as of November 20, 2003

                           THERMO ELECTRON CORPORATION

                                     BY-LAWS

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>     <C>              <C>                                                                            <C>
Title                                                                                                 Page

Article I - Stockholders                                                                                 1
         Section 1.        Annual Meeting                                                                1
         Section 2.        Special Meetings                                                              1
         Section 3.        Notice of Meetings                                                            1
         Section 4.        Quorum; Adjournments                                                          1
         Section 5.        Voting; Proxies                                                               2
         Section 6         Inspectors of Elections                                                       2
         Section 7.        Presiding Officer and Secretary                                               2
         Section 8.        List of Stockholders                                                          3
         Section 9.        Advance Notice of Stockholder Nominations and Proposals                       3
         Section 10.       Action Without Meeting                                                        5


Article II- Directors                                                                                    6
         Section 1.        General Powers                                                                6
         Section 2.        Number and Qualification                                                      6
         Section 3.        Classes of Directors                                                          6
         Section 4.        Terms of Office                                                               6
         Section 5.        Vacancies                                                                     7
         Section 6.        Resignations                                                                  7
         Section 7.        Meetings                                                                      7
         Section 8.        Notice of Meetings                                                            7
         Section 9.        Quorum                                                                        7
         Section 10.       Action at Meeting                                                             7
         Section 11.       Action by Consent                                                             8
         Section 12.       Meetings by Telephone Conference Call                                         8
         Section 13.       Compensation of Directors                                                     8
         Section 14.       Committees                                                                    8


<PAGE>


Title                                                                                                 Page

Article III - Officers                                                                                   9
         Section 1.        General Provisions; Qualification                                             9
         Section 2.        Election                                                                      9
         Section 3.        Tenure                                                                        9
         Section 4.        Resignation and Removal                                                       9
         Section 5.        Vacancies                                                                     9
         Section 6.        The Chief Executive Officer                                                   9
         Section 7.        The President                                                                 9
         Section 8.        Vice Presidents                                                              10
         Section 9.        Chief Financial Officer                                                      10
         Section 10.       General Counsel                                                              10
         Section 11.       The Treasurer                                                                10
         Section 12.       The Secretary                                                                10
         Section 13.       Assistant Treasurers                                                         10
         Section 14.       Assistant Secretaries                                                        11
         Section 15.       Other Officers                                                               11
         Section 16.       Delegation of Duties                                                         11
         Section 17.       Salaries                                                                     11


Article IV - Capital Stock                                                                              11
         Section 1.        Certificates for Shares                                                      11
         Section 2.        Transfer of Shares of Stock                                                  11
         Section 3.        Lost, Stolen or Destroyed Certificates                                       11
         Section 4.        Record Date                                                                  11
         Section 5.        Regulations                                                                  12


Article V - General Provisions                                                                          13
         Section 1.        Fiscal Year                                                                  13
         Section 2.        Corporate Seal                                                               13
         Section 3.        Waiver of Notice                                                             13
         Section 4.        Voting of Securities                                                         13
         Section 5.        Evidence of Authority                                                        13
         Section 6.        Certificate of Incorporation                                                 13
         Section 7.        Transactions with Interested Parties                                         13
         Section 8.        Severability                                                                 14
         Section 9.        Limitation on Stock Option Repricing                                         14


Article VI - Amendments                                                                                 14
         Section 1.        By the Board of Directors                                                    14
         Section 2.        By the Stockholders                                                          14
         Section 3.        Certain Provisions                                                           15
</TABLE>

<PAGE>

                           THERMO ELECTRON CORPORATION

                                     BY-LAWS


                            ARTICLE I - STOCKHOLDERS

     Section 1. Annual Meeting. The annual meeting of the stockholders,  for the
election  of  directors  to  succeed  those  whose  terms  expire  and  for  the
transaction  of such other  business as may  properly  come before the  meeting,
shall be held at such  place,  on such  date,  and at such  time as the Board of
Directors may each year fix.

     Section 2. Special Meetings. Special meetings of stockholders may be called
only by the Board of Directors,  the Chairman of the Board of Directors,  or the
Chief  Executive  Officer.  Special  meetings may be held at such place, on such
date,  and at such  time as the  person(s)  calling  the  meeting  may  specify.
Business  transacted at any special meeting of stockholders  shall be limited to
matters relating to the purpose or purposes stated in the notice of meeting. The
Board of Directors may postpone or reschedule any previously  scheduled  special
meeting.

     Section 3. Notice of Meetings.  Written notice of the place, date, and time
of all meetings of the  stockholders  shall be given, not less than ten (10) nor
more than sixty (60) days before the date on which the meeting is to be held, to
each stockholder entitled to vote at such meeting,  except as otherwise required
by the Delaware  General  Corporation Law (meaning,  here and  hereinafter,  the
General Corporation Law of the State of Delaware,  as amended and in effect from
time to time, the "Delaware General Corporation Law").

     Section 4. Quorum;  Adjournments.  At any meeting of the stockholders,  the
holders of a majority of all of the shares of the stock  entitled to vote at the
meeting,  present  in person  or by proxy,  shall  constitute  a quorum  for all
purposes,  unless or except to the extent that the  presence of a larger  number
may be required by the  Certificate  of  Incorporation  or the Delaware  General
Corporation  Law.  Where a  separate  vote by a class or  classes  or  series is
required, a majority of the shares of such class or classes or series present in
person or represented by proxy shall constitute a quorum entitled to take action
with respect to that vote on that matter.

     If a quorum shall fail to attend any  meeting,  the  presiding  officer may
adjourn the meeting to another place, date, or time. When a meeting is adjourned
to  another  place,  date or  time,  written  notice  need  not be  given of the
adjourned  meeting if the place,  date and time  thereof  are  announced  at the
meeting at which the adjournment is taken;  provided,  however, that if the date
of any adjourned  meeting is more than thirty (30) days after the date for which
the meeting  was  originally  noticed,  or if a new record date is fixed for the
adjourned meeting,  written notice of the place, date, and time of the adjourned
meeting shall be given in conformity  herewith.  At any adjourned  meeting,  any
business  may be  transacted  that could have been  transacted  at the  original
meeting.


<PAGE>

     Section 5. Voting;  Proxies.  Each stockholder shall have one vote for each
share of stock  entitled  to vote  held of  record  by such  stockholder  unless
otherwise provided by the Delaware General Corporation Law or the Certificate of
Incorporation.  Each  stockholder  of record  entitled  to vote at a meeting  of
stockholders,  or to express  consent or dissent to corporate  action in writing
without a meeting,  may vote or express such consent or dissent in person or may
authorize  another person or persons to vote or act for the stockholder by proxy
authorized by an instrument  in writing or by a  transmission  permitted by law,
delivered in accordance with the procedure  established for the meeting. No such
proxy  shall be  voted or acted  upon  after  three  years  from the date of its
execution, unless the proxy expressly provides for a longer period.

     When a quorum is present at any meeting, the affirmative vote of holders of
a majority of the stock present or  represented  and entitled to vote and voting
affirmatively  or negatively on a matter (or if there are two or more classes or
series of stock entitled to vote as separate  classes,  then in the case of each
such class or  series,  the  holders  of a  majority  of the stock of that class
present or represented and voting affirmatively or negatively on a matter) shall
constitute stockholder action on any matter to be voted upon by the stockholders
at such  meeting,  except  when a different  vote is  required  by the  Delaware
General  Corporation  Law, the  Certificate of  Incorporation  or these By-laws.
Except as may be otherwise  required by the  Certificate of  Incorporation,  any
election by  stockholders of directors shall be determined by a plurality of the
votes cast by the stockholders entitled to vote at the election.

     Section 6. Inspectors of Elections.  The Corporation may, and to the extent
required by the  Delaware  General  Corporation  Law,  shall,  in advance of any
meeting  of the  stockholders,  appoint  one or  more  inspectors  to act at the
meeting  and make a written  report  thereof  and  perform  the other  duties of
inspectors  at meetings of  stockholders  as set forth in the  Delaware  General
Corporation  Law. The Corporation 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 of  stockholders,  the person presiding at
the meeting may, and to the extent required by the Certificate of  Incorporation
or the Delaware General  Corporation Law, shall,  appoint one or more persons to
act at the  meeting.  Each  inspector,  before  entering  the  discharge  of the
inspector's duties, shall take and sign an oath faithfully to execute the duties
of  inspector  with  strict  impartiality  and  according  to  the  best  of the
inspector's ability.

     Section 7. Presiding  Officer and Secretary.  The Chairman of the Board, or
in the  Chairman's  absence,  the  Chief  Executive  Officer,  or in  the  Chief
Executive Officer's absence,  the President,  or in the President's absence, the
Chief Financial Officer,  in such order, shall call meetings of the stockholders
to order,  and shall act as presiding  officer of such  meeting.  The  presiding
officer  shall  determine  the order of business and the  procedure at meetings,
including such  regulation of the manner of voting and the conduct of discussion
as seem to the presiding  officer in order. The presiding officer shall have the
power to adjourn meetings to another place, date, and time. The date and time of
the opening and closing of the polls for each matter upon which the stockholders
will vote at a meeting  shall be announced at the meeting.  The Secretary of the
Corporation,  or in the Secretary's absence, any Assistant Secretary,  shall act
as the secretary at all meetings of the stockholders,  but in the absence of the
Secretary and any  Assistant  Secretary,  the presiding  officer may appoint any
person to act as secretary of the meeting.

                                       2
<PAGE>

     Section 8. List of Stockholders.  The Secretary shall prepare,  at least 10
days before every meeting of  stockholders,  a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each  stockholder and the number of shares  registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting,  during ordinary  business hours,  for a
period of at least 10 days prior to the meeting. The list shall also be produced
and kept at the time and  place of the  meeting  during  the  whole  time of the
meeting, and may be inspected by any stockholder who is present.

     Section 9. Advance Notice of Stockholder Nominations and Proposals.

     1.  Nominations  of persons for election to the Board of Directors  and the
proposal of  business to be  transacted  by the  stockholders  may be made at an
annual meeting of  stockholders  (a) pursuant to the  Corporation's  notice with
respect to such  meeting,  (b) by or at the direction of the Board or (c) by any
stockholder of record of the  Corporation who was a stockholder of record at the
time of the giving of the notice provided for in the following paragraph, who is
entitled to vote at the meeting and who has complied with the notice  procedures
set forth in this Section 9.

     2. For  nominations  or other  business  to be properly  brought  before an
annual  meeting  by a  stockholder  pursuant  to  clause  (c) of  the  foregoing
paragraph,  (1) the stockholder must have given timely notice thereof in writing
to the Secretary of the  Corporation,  (2) such business must be a proper matter
for stockholder  action under the Delaware  General  Corporation Law, (3) if the
stockholder,  or the  beneficial  owner on whose  behalf  any such  proposal  or
nomination is made, has provided the Corporation with a Solicitation  Notice, as
that term is defined in subclause  (c)(iii) of this paragraph,  such stockholder
or  beneficial  owner must,  in the case of a proposal,  have  delivered a proxy
statement  and form of proxy  to  holders  of at  least  the  percentage  of the
Corporation's  voting shares required under the Delaware General Corporation Law
to carry any such proposal, or, in the case of a nomination or nominations, have
delivered a proxy  statement and form of proxy to holders of a percentage of the
Corporation's   voting  shares  reasonably   believed  by  such  stockholder  or
beneficial  holder to be sufficient to elect the nominee or nominees proposed to
be nominated by such  stockholder,  and must,  in either case,  have included in
such  materials  the  Solicitation  Notice,  and (4) if no  Solicitation  Notice
relating  thereto  has been  timely  provided  pursuant  to this  Section 9, the
stockholder or beneficial  owner  proposing such business or nomination must not
have  solicited a number of proxies  sufficient to have required the delivery of
such a Solicitation  Notice under this Section 9. To be timely,  a stockholder's
notice shall be delivered to the Secretary at the principal executive offices of
the  Corporation  not  less  than 60 or more  than 75 days  prior  to the  first
anniversary  (the  "Anniversary")  of the date on which  the  Corporation  first
mailed  its  proxy  materials  for  the  preceding   year's  annual  meeting  of
stockholders;  provided,  however,  that if the date of the  annual  meeting  is
advanced  more than 30 days  prior to or  delayed by more than 30 days after the
anniversary of the preceding year's annual meeting, notice by the stockholder to
be timely must be so delivered not later than the close of business on the later
of (i) the 90th day prior to such annual  meeting or (ii) the 10th day following
the day on which public  announcement of the date of such meeting is first made.
Such  stockholder's  notice  shall  set  forth  (a) as to each  person

                                       3
<PAGE>

whom the  stockholder  proposes to nominate  for  election  or  reelection  as a
director  all  information  relating  to such  person as would be required to be
disclosed  in  solicitations  of proxies for the  election  of such  nominees as
directors pursuant to Regulation 14A under the Securities  Exchange Act of 1934,
as amended (the "Exchange Act"), and such person's written consent to serve as a
director if elected;  (b) as to any other business that the stockholder proposes
to bring before the meeting,  a brief description of such business,  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 nomination or proposal is made; (c) as to the stockholder  giving the notice
and the beneficial owner, if any, on whose behalf the nomination is made (i) the
name and address of such stockholder, as they appear on the Corporation's books,
and of such  beneficial  owner,  (ii) the  class  and  number  of  shares of the
Corporation  that are owned  beneficially  and of record by such stockholder and
such beneficial  owner,  and (iii) whether either such stockholder or beneficial
owner  intends to deliver a proxy  statement and form of proxy to holders of, in
the case of a proposal,  at least the  percentage  of the  Corporation's  voting
shares required under the Delaware General Corporation Law to carry the proposal
or, in the case of a nomination or nominations,  a sufficient  number of holders
of the  Corporation's  voting  shares to elect  such  nominee  or  nominees  (an
affirmative statement of such intent, a "Solicitation Notice").

     3. Notwithstanding  anything in the second sentence of the second paragraph
of this Section 9 to the contrary,  in the event that the number of directors to
be elected to the Board is increased and there is no public  announcement naming
all of the nominees for director or specifying  the size of the increased  Board
made  by  the  Corporation  at  least  70  days  prior  to  the  Anniversary,  a
stockholder's  notice  required by this By-law shall also be considered  timely,
but  only  with  respect  to  nominees  for any new  positions  created  by such
increase,  if it shall be delivered to the Secretary at the principal  executive
offices of the  Corporation not later than the close of business on the 10th day
following  the day on  which  such  public  announcement  is  first  made by the
Corporation.

     4. Only persons  nominated in accordance  with the  procedures set forth in
this  Section 9 shall be eligible to serve as directors  and only such  business
shall be  conducted  at an annual  meeting  of  stockholders  as shall have been
brought  before the meeting in accordance  with the procedures set forth in this
Section 9. The  presiding  officer of the  meeting  shall have the power and the
duty to determine  whether a nomination  or any business  proposed to be brought
before the meeting has been made in accordance  with the procedures set forth in
these  By-laws and, if any proposed  nomination or business is not in compliance
with  these  By-laws,  to  declare  that such  defective  proposed  business  or
nomination  shall not be  presented  for  stockholder  action at the meeting and
shall be disregarded.

     5.  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 may be made at a special meeting of stockholders at which directors are to
be elected  pursuant  to the  Corporation's  notice of meeting  (a) by or at the
direction of the Board or (b) by any  stockholder  of record of the  Corporation
who is a stockholder  of record at the time of giving of notice  provided for in
this  paragraph,  who shall be entitled to vote at the meeting and who  complies
with the procedures set forth in this Section


                                       4
<PAGE>

9, including, without limitation, the procedures regarding Solicitation Notices.
Nominations by  stockholders of persons for election to the Board may be made at
such a special meeting of stockholders if the  stockholder's  notice required by
the second  paragraph of this  Section 9 shall be delivered to the  Secretary at
the principal  executive  offices of the Corporation not later than the close of
business on the later of the 90th day prior to such special  meeting or the 10th
day following the day on which public  announcement is first made of the date of
the special  meeting and of the nominees  proposed by the Board to be elected at
such meeting.

     For purposes of this Section 9, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or a
comparable  national  news  service  or in a  document  publicly  filed  by  the
Corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     Notwithstanding  the foregoing  provisions of this Section 9, a stockholder
shall also comply with all applicable  requirements  of the Exchange Act and the
rules and  regulations  thereunder  with  respect to  matters  set forth in this
Section  9.  Nothing  in this  Section 9 shall be deemed to affect any rights of
stockholders  to request  inclusion  of  proposals  in the  Corporation's  proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

     Section  10.  Action  Without  Meeting.  Unless  otherwise  provided in the
Certificate of  Incorporation,  any action  required or permitted to be taken by
stockholders for or in connection with any corporate action may be taken without
a meeting,  without prior notice and without a vote, if a consent or consents in
writing,  setting  forth the action so taken,  shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote  thereon  were  present and voted and shall be delivered to the
Corporation  by delivery to its  registered  office in Delaware,  its  principal
place of business,  or an officer or agent of the Corporation  having custody of
the  book in  which  proceedings  of  meetings  of  stockholders  are  recorded.
Deliveries made to the  Corporation's  registered office in Delaware shall be by
hand or  certified or  registered  mail,  return  receipt  requested.  Each such
written  consent shall bear the date of signature of each  stockholder who signs
the consent.  No written consent shall be effective to take the corporate action
referred to therein unless written  consents  signed by a number of stockholders
sufficient  to take such action are delivered to the  Corporation  in the manner
specified in this paragraph within sixty (60) days of the earliest dated consent
so delivered.

     If action is taken by consent of  stockholders  and in accordance  with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.

     If action is taken by less than unanimous  consent of stockholders,  prompt
notice of the taking of such  action  without a meeting  shall be given to those
who have not  consented in writing and a  certificate  signed and attested to by
the Secretary of the Corporation  that such notice was given shall be filed with
the records of the meetings of stockholders.

     In the event that the action  consented  to is such as would have  required
the  filing  of a  certificate  under  any  provision  of the  Delaware  General
Corporation  Law,  if such action had

                                       5
<PAGE>

been voted upon by the stockholders at a meeting thereof,  the certificate filed
under such  provision  shall state,  in lieu of any  statement  required by such
provision concerning a vote of stockholders, that written consent has been given
under Section 228 of the Delaware General Corporation Law.


                             ARTICLE II - DIRECTORS

     Section 1. General  Powers.  The  business  and affairs of the  Corporation
shall be  managed by or under the  direction  of a Board of  Directors,  who may
exercise all of the powers of the  Corporation  except as otherwise  provided by
the Certificate of Incorporation or the Delaware General Corporation Law. In the
event of a vacancy in the Board of Directors, the remaining directors, except as
otherwise  provided by the Certificate of  Incorporation or the Delaware General
Corporation  Law, may  exercise the powers of the full Board of Directors  until
the  vacancy is filled.  The Board of  Directors  may  appoint a Chairman of the
Board.  The Chairman of the Board shall  preside at all meetings of the Board of
Directors  and shall perform such duties and possess such powers as are assigned
to the Chairman by the Board of Directors.

     Section 2. Number and  Qualification.  Except as otherwise  required by the
Certificate of Incorporation,  the number of directors that shall constitute the
whole Board of  Directors  shall be  determined  by  resolution  of the Board of
Directors, but in no event shall be less than three (3). The number of directors
may be increased at any time by resolution of the Board of Directors. The number
of directors may be decreased at any time and from time to time by a majority of
the directors then in office, but only to eliminate vacancies existing by reason
of the  death,  resignation,  removal or  expiration  of the term of one or more
directors.  The Board of Directors shall be comprised of a majority of directors
who are determined by the Board of Directors to be independent directors as such
term is defined by Section 303A(2) of the New York Stock Exchange Listed Company
Manual.

     Section 3. Classes of  Directors.  The Board of Directors  shall be divided
into three  classes as nearly as equal in number as  possible.  If the number of
directors is changed,  any increase or decrease shall be  apportioned  among the
classes so as to  maintain  the number of  directors  in each class as nearly as
equal as possible.  Such  classes  shall  consist of one class of directors  who
shall be  elected  for a  three-year  term  expiring  at the  annual  meeting of
stockholders  held in 1986; a second class of directors who shall be elected for
a three-year term expiring at the annual meeting of  stockholders  held in 1987;
and a third  class of  directors  who shall be  elected  for a  three-year  term
expiring  at the annual  meeting of  stockholders  held in 1988.  At each annual
meeting  of  stockholders  beginning  in 1986,  the  successors  of the class of
directors  whose term  expires at that  annual  meeting  shall be elected  for a
three-year term.

     Section 4. Terms of Office.  Subject to Section 5 of this  Article II, each
director  shall serve for a term ending on the date of the third annual  meeting
following the annual  meeting at which such director was elected;  provided that
the term of each director shall be subject to the election and  qualification of
such director's  successor and to such director's earlier death,  resignation or
removal.

                                       6
<PAGE>


     Section 5.  Vacancies.  Except as otherwise  required by the Certificate of
Incorporation or the Delaware General  Corporation Law, any vacancy in the Board
of Directors,  however occurring,  or any newly-created  directorship  resulting
from an enlargement of the size of the Board of Directors,  shall be filled only
by vote of a  majority  of the  directors  then in  office,  even if less than a
quorum,  or by the  sole  remaining  director  and  not by the  stockholders.  A
director  elected to fill a vacancy shall be elected for the  unexpired  term of
such  director's  predecessor in office,  and a director  chosen to fill a newly
created  directorship shall hold office until the next election of the class for
which such director shall have been chosen, subject in each case to the election
and  qualification  of the director's  successor and to the  director's  earlier
death, resignation or removal.

     Section 6.  Resignations.  Any director may resign by  delivering a written
resignation to the Corporation at its principal office or to the Chief Executive
Officer or Secretary. Such resignation shall be effective upon receipt unless it
is specified  to be  effective at some other time or upon the  happening of some
other event.

     Section 7. Meetings. Regular meetings of the Board of Directors may be held
without  notice at such time and place,  either  within or without  the State of
Delaware, as shall be determined from time to time by the Board of Directors.  A
regular meeting of the Board of Directors may be held without notice immediately
after and at the same  place as the  annual  meeting  of  stockholders.  Special
meetings of the Board of  Directors  may be called by the Chairman of the Board,
the Chief Executive  Officer,  a majority of the total number of the whole Board
of  Directors,  or by one  director  in the  event  that  there is only a single
director  in office  and may held at any time and place,  within or without  the
State of Delaware, as specified by the person(s) calling the meeting.

     Section 8.  Notice of  Meetings.  No notice of the annual or other  regular
meetings of the Board of Directors need be given.  Notice of any special meeting
of directors  shall be given to each director by the  Secretary.  Notice to each
director  shall be duly  given by  mailing  the same not later  than the  second
business  day before the  meeting,  or by giving  notice in person,  by fax,  by
telephone, or by any other electronic means not later than four hours before the
meeting.  No notice of a meeting need be given if all  directors  are present in
person. Any business may be transacted at any meeting of the Board of Directors,
whether or not specified in a notice of the meeting.

     Section 9.  Quorum.  A majority  of the total  number of the whole Board of
Directors  shall  constitute a quorum at all meetings of the Board of Directors.
In the  absence of a quorum at any such  meeting,  a majority  of the  directors
present may adjourn the meeting from time to time to a different date, place, or
time without further notice (or waiver of notice) other than announcement at the
meeting, until a quorum shall be present.

     Section 10. Action at Meeting.  At any meeting of the Board of Directors at
which a quorum is present, the vote of a majority of the directors present shall
be  sufficient to take any action,  unless a different  vote is specified by the
Delaware  General  Corporation  Law, the Certificate of  Incorporation  or these
By-laws.

                                       7
<PAGE>

     Section 11. Action by Consent. Any action required or permitted to be taken
at any meeting of the Board of  Directors  or of any  committee  of the Board of
Directors  may be taken  without  a  meeting,  if all  members  of the  Board of
Directors or  committee,  as the case may be,  consent to the action in writing,
and the written  consents are filed with the minutes of proceedings of the Board
of Directors or committee.

     Section 12. Meetings by Telephone Conference Call. Directors or any members
of any committee designated by the directors may participate in a meeting of the
Board of Directors or such committee by means of conference telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other,  and  participation  by such means shall constitute
presence in person at such meeting.

     Section  13.  Compensation  of  Directors.   Directors  may  be  paid  such
compensation  for  their  services  and  such   reimbursement  for  expenses  of
attendance  at meetings of the Board of Directors or  committees of the Board of
Directors  as the Board of  Directors  or any  committee  to which the Board has
delegated responsibility for establishing director compensation may from time to
time  determine.  No such payment  shall  preclude any director from serving the
Corporation or any of its parent,  subsidiary,  or affiliate corporations in any
other capacity and receiving compensation for such service.

     Section 14.  Committees.  The Board of Directors  may designate one or more
committees,  each  committee  to consist of one or more of the  directors of the
Corporation.  In addition to other  committees  that the Board of Directors  may
designate  from  time  to  time,  the  Board  of  Directors  shall  designate  a
Compensation   Committee,   an  Audit  Committee,  a  Nominating  and  Corporate
Governance  Committee and a  Shareholder  Rights Plan  Committee,  each of which
shall be comprised  only of directors of the  Corporation  who are determined by
the Board of Directors (i) to be "independent directors" as such term is defined
by Section 303A(2) of the New York Stock Exchange Listed Company Manual and (ii)
with respect to members of the Audit Committee only, to also be "independent" as
such  term is  defined  by  Rule  10A-3(b)(1)  of the  Securities  and  Exchange
Commission.  The Board of  Directors  may  designate  one or more  directors  as
alternate  members of any committee,  who may replace any absent or disqualified
member at any meeting of the committee.  In the absence or disqualification of a
member of a  committee,  the member or members of the  committee  present at any
meeting and not disqualified  from voting,  whether or not the member or members
constitute a quorum,  may  unanimously  appoint  another  member of the Board of
Directors to act at the meeting in the place of any such absent or  disqualified
member.  Any such  committee,  to the extent  provided in the  resolution of the
Board of  Directors  and  subject  to the  provisions  of the  Delaware  General
Corporation Law, shall have and may exercise all the powers and authority of the
Board  of  Directors  in the  management  of the  business  and  affairs  of the
Corporation  and may authorize the seal of the  Corporation to be affixed to all
papers that may require it. Each such committee shall keep minutes and make such
reports as the Board of Directors may from time to time  request.  Except as the
Board of Directors may otherwise determine, any committee may make rules for the
conduct of its business,  but unless  otherwise  provided by the directors or in
such rules,  its  business  shall be conducted as nearly as possible in the same
manner as is provided in these By-laws for the Board of Directors. A majority of
the  members of a  committee  shall

                                       8
<PAGE>


constitute a quorum unless the committee consist of one or two members, in which
event, one member shall constitute a quorum.  All matters shall be determined by
a majority vote of the committee members present.


                             ARTICLE III - OFFICERS

     Section  1.  General  Provisions;   Qualification.   The  officers  of  the
Corporation shall be a Chief Executive Officer,  a President,  a Chief Financial
Officer, a General Counsel, a Treasurer and a Secretary,  and may include one or
more Vice Presidents, one or more Assistant Treasurers and one or more Assistant
Secretaries  and  such  other  officers  as the  Board  of  Directors  may  deem
appropriate. Any two or more offices may be held by the same person.

     Section 2. Election. The Chief Executive Officer, the President,  the Chief
Financial  Officer,  the General  Counsel,  the Treasurer and Secretary shall be
elected  annually by the Board of Directors at its first  meeting  following the
annual meeting of stockholders.  Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

     Section 3.  Tenure.  Except as otherwise  provided by the Delaware  General
Corporation Law, by the Certificate of  Incorporation or by these By-laws,  each
officer  shall  hold  office  until such  officer's  successor  is  elected  and
qualified,  unless  a  different  term is  specified  in the  vote  choosing  or
appointing such officer,  or until such officer's earlier death,  resignation or
removal.

     Section 4. Resignation and Removal.  Any officer may resign by delivering a
written  resignation to the Corporation at its principal  office or to the Chief
Executive  Officer or the Secretary.  Such  resignation  shall be effective upon
receipt  unless it is  specified  to be effective at some other time or upon the
happening of some other event.  Any officer may be removed at any time,  with or
without cause by vote of the Board of Directors.

     Section  5.  Vacancies.  The  Board of  Directors  may at any time fill any
vacancy  occurring in any office for any reason.  Each such successor shall hold
office for the unexpired  term of such  successor's  predecessor  and until such
successor's  successor  is elected  and  qualified,  or until  such  successor's
earlier death, resignation or removal.

     Section 6. The Chief Executive  Officer.  The Chief Executive Officer shall
be the principal executive officer of the Corporation. Subject to the control of
the Board of Directors, the Chief Executive Officer shall have general charge of
the business and affairs of the Corporation.  The Chief Executive  Officer shall
employ and  discharge  employees and agents of the  Corporation,  except such as
shall hold their offices by appointment of the Board of Directors, but the Chief
Executive  Officer may delegate  these powers to other  officers as to employees
under their immediate  supervision.  The Chief Executive Officer shall have such
other powers and perform such other duties as may be  prescribed by the Board of
Directors.

     Section 7. The President.  The Board of Directors may appoint an officer of
the  Corporation  to serve as the  President of the  Corporation.  The President
shall  perform  such  of  the  duties  of the  Chief  Executive  Officer  of the
Corporation  on behalf of the  Corporation  as may be assigned to the  President
from time to time by the Board of Directors or the Chief Executive

                                       9
<PAGE>

Officer.  In the absence or inability of the Chief Executive Officer to act, the
President  shall have and  possess  all of the powers and  discharge  all of the
duties of the Chief  Executive  Officer,  subject to the control of the Board of
Directors.

     Section 8. Vice Presidents.  Each Vice President shall have such powers and
perform such duties as the Board of Directors,  the Chief Executive Officer,  or
the President may from time to time prescribe.

     Section 9. Chief Financial Officer. The Board of Directors shall appoint an
officer to serve as the Chief Financial  Officer of the  Corporation.  The Chief
Financial  Officer shall be responsible for the  Corporation's  public financial
reporting  obligations  and shall  have such  further  powers  and duties as are
incident to the position of Chief Financial Officer, subject to the direction of
the Chief Executive Officer and the Board of Directors.

     Section  10.  General  Counsel.  The Board of  Directors  shall  appoint an
officer to serve as the General Counsel of the Corporation.  The General Counsel
shall be the chief legal officer of the Corporation and shall be responsible for
all legal  affairs of the  Corporation,  and shall have such further  powers and
duties as are incident to the position of General Counsel.

     Section 11. The  Treasurer.  The  Treasurer  shall  perform such duties and
shall have such powers as may from time to time be assigned to the  Treasurer by
the Board of Directors or the Chief Executive Officer.  In addition,  subject to
the direction of the Board of Directors, the Treasurer shall perform such duties
and have such  powers as are  incident  to the office of  treasurer,  including,
without limitation,  the duty and power to keep and be responsible for all funds
and  securities  of the  Corporation,  to deposit  funds of the  Corporation  in
depositories, to disburse such funds, to make proper accounts of such funds, and
to render statements of all such transactions and of the financial  condition of
the  Corporation.  The Treasurer  shall report  directly to the Chief  Executive
Officer.

     Section  12. The  Secretary.  The  Secretary  shall keep the minutes of all
meetings of the Board of Directors and of the  stockholders  and shall attend to
the giving and serving of all notices of the  Corporation.  The Secretary  shall
have  custody  of the seal of the  Corporation  and shall  affix the seal to all
certificates  of shares of stock of the  Corporation and to such other papers or
documents as may be proper and, when the seal is so affixed, the Secretary shall
attest the same by the Secretary's  signature wherever  required.  The Secretary
shall  have  charge of the stock  certificate  book,  transfer  book,  and stock
ledger,  and such other books and papers as the Board of  Directors  may direct.
The Secretary shall, in general, perform all the duties of secretary, subject to
the control of the Board of Directors.

     Section  13.  Assistant  Treasurers.  In the  absence or  inability  of the
Treasurer  to act,  any  Assistant  Treasurer  may  perform  all the  duties and
exercise all of the powers of the Treasurer, subject to the control of the Board
of Directors. An Assistant Treasurer shall also perform such other duties as the
Board of Directors,  the Chief Executive Officer, or the Treasurer may from time
to time prescribe.


                                       10
<PAGE>



     Section  14.  Assistant  Secretaries.  In the absence or  inability  of the
Secretary  to act,  any  Assistant  Secretary  may  perform  all the  duties and
exercise all the powers of the Secretary, subject to the control of the Board of
Directors.  An Assistant  Secretary  shall also perform such other duties as the
Board of Directors,  the Chief Executive Officer, or the Secretary may from time
to time prescribe.

     Section 15. Other  Officers.  Other  officers shall perform such duties and
have such  powers as may from time to time be  assigned  to them by the Board of
Directors.

     Section 16.  Delegation of Duties. In case of the absence of any officer of
the  Corporation,  or for any other reason that the Board of Directors  may deem
sufficient, the Board of Directors may confer, for the time being, the powers or
duties,  or any of them,  of such  officer upon any other  officer,  or upon any
director.

     Section 17. Salaries. Officers of the Corporation shall be entitled to such
salaries,  compensation, or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                           ARTICLE IV - CAPITAL STOCK

     Section 1. Certificates for Shares. Each stockholder shall be entitled to a
certificate signed by, or in the name of the Corporation by, the Chairman of the
Board, the Chief Executive Officer, or the President or a Vice President, and by
the Secretary or an Assistant Secretary, or Treasurer or an Assistant Treasurer,
certifying  the class and number of shares of record owned by such  stockholder.
Any or all of the signatures may be a facsimile.

     Section 2.  Transfer of Shares of Stock.  Transfers  of stock shall be made
only  upon  the  transfer  books of the  Corporation  kept at an  office  of the
Corporation or by transfer agents  designated to transfer shares of the stock of
the Corporation. Except where a certificate is issued in accordance with Section
3 of this Article IV of these By-laws, an outstanding certificate for the number
of  shares  involved  shall  be  surrendered  for  cancellation   before  a  new
certificate is issued therefor.

     Section  3. Lost,  Stolen or  Destroyed  Certificates.  In the event of the
loss, theft or destruction of any certificate of stock, another may be issued in
its place  pursuant to such  regulations  as the Board of  Directors or transfer
agent may establish  concerning  proof of such loss,  theft,  or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.

     Section 4. Record Date.

     (a) In order that the Corporation may determine the  stockholders  entitled
to notice of or to vote at any meeting of stockholders, or to receive payment of
any dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any  change,  conversion,  or  exchange of stock or for the
purpose  of any other  lawful  action,  the Board of  Directors  may,  except as
otherwise  required by the Delaware General  Corporation Law, fix a


                                       11
<PAGE>

record  date,  which  record  date  shall  not  precede  the date on  which  the
resolution  fixing the record date is adopted and which record date shall not be
more than sixty (60) nor less than ten (10) days  before the date of any meeting
of stockholders,  nor more than sixty (60) days prior to the time for such other
action as hereinbefore described;  provided,  however, that if no record date is
fixed by the Board of Directors,  the record date for  determining  stockholders
entitled  to notice of or to vote at a meeting of  stockholders  shall be at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived,  at the close of business on the day next preceding the day
on which the meeting is held,  and,  for  determining  stockholders  entitled to
receive payment of any dividend or other  distribution or allotment of rights or
to exercise  any rights of change,  conversion,  or exchange of stock or for any
other  purpose,  the record date shall be at the close of business on the day on
which  the  Board  of  Directors  adopts  a  resolution   relating  thereto.   A
determination  of  stockholders  of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

     (b) In order that the Corporation may determine the  stockholders  entitled
to  consent to  corporate  action in  writing  without a  meeting,  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  date  shall not be more than ten (10) days after the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors.  Any stockholder of record seeking to have the stockholders authorize
or take  corporate  action by written  consent  shall,  by written notice to the
Secretary  of the  Corporation,  request the Board of  Directors to fix a record
date. The Board of Directors shall  promptly,  but in all events within ten (10)
days after the date on which such a request is received by the Secretary,  adopt
a  resolution  fixing the record  date.  If no record date has been fixed by the
Board of  Directors  within ten (10) days of the date on which such a request is
received,  the record date for determining  stockholders  entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable  law,  shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the  Corporation by delivery to its registered  office in the State
of Delaware,  its  principal  place of business,  or any officer or agent of the
Corporation  having  custody  of the book in which  proceeding  of  meetings  of
stockholders are recorded.  Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail,  return receipt  requested.
If no record date has been fixed by the Board of  Directors  and prior action by
the Board of  Directors  is  required  by  applicable  law,  the record date for
determining  stockholders  entitled  to consent to  corporate  action in writing
without a meeting  shall be at the  close of  business  on the date on which the
Board of Directors adopts the resolution taking such prior action.

     Section 5. Regulations. The issue, transfer, conversion and registration of
certificates  of stock shall be governed by such other  regulations as the Board
of Directors may establish.

                                       12
<PAGE>

                         ARTICLE V - General Provisions

     Section 1. Fiscal Year. Except as from time to time otherwise designated by
the Board of Directors, the fiscal year of the Corporation shall end on December
31, beginning with the fiscal year ending December 31, 2003.

     Section 2. Corporate  Seal. The corporate seal shall be in such form as may
be approved by the Board of Directors.  The  corporate  seal may be altered from
time to time by the Board.

     Section 3. Waiver of Notice.  Whenever any notice whatsoever is required to
be  given  by the  Delaware  General  Corporation  Law,  by the  Certificate  of
Incorporation or by these By-laws, a written waiver of such notice signed by the
person  entitled  to such  notice or such  person's  duly  authorized  attorney,
whether  before or after  the time of the event for which  notice is to be given
shall be deemed  equivalent  to the notice  required to be given to such person.
Neither the  business nor the purpose of any meeting need be specified in such a
waiver.  The  appearance  of such person at such  meeting in person or by proxy,
shall  constitute  waiver of notice  except  attendance  for the sole purpose of
objecting to the timeliness or lack of notice.

     Section 4. Voting of Securities.  Subject always to the specific directions
of the Board of Directors,  any officer of the  Corporation may waive notice of,
and  act  as,  or  appoint   any   person  or  persons  to  act  as,   proxy  or
attorney-in-fact  for this  Corporation  (with or without power of substitution)
at, any meeting of  stockholders  or  shareholders  of any other  corporation or
organization, the securities of which may be held by this Corporation. The Board
of Directors,  by resolution  from time to time, may confer like powers upon any
other person or persons.

     Section 5. Evidence of Authority.  A certificate  by the  Secretary,  or an
Assistant  Secretary as to any action taken by the  stockholders,  directors,  a
committee or any officer or  representative  of the Corporation  shall as to all
persons who rely on the certificate in good faith be conclusive evidence of such
action.

     Section 6. Certificate of Incorporation. All references in these By-laws to
the Certificate of  Incorporation  shall be deemed to refer to the Third Amended
and  Restated  Certificate  of  Incorporation  of the  Corporation,  as amended,
restated and in effect from time to time.

     Section 7. Transactions with Interested Parties. No contract or transaction
between the Corporation and one or more of the directors or officers, or between
the Corporation  and any other  corporation,  partnership,  association or other
organization  in which one or more of the directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates  in the meeting of the Board of  Directors  or a  committee  of the
Board of Directors that authorizes the contract or transaction or solely because
the interested directors' votes are counted for such purpose, if:

                                       13
<PAGE>

          (1) The material facts as to the director's or officer's  relationship
     or interest  and as to the  contract or  transaction  are  disclosed or are
     known  to the  Board  of  Directors  or the  committee,  and the  Board  of
     Directors or committee in good faith authorizes the contract or transaction
     by the affirmative votes of a majority of the disinterested directors, even
     though the disinterested directors be less than a quorum;

          (2) The material facts as to the director's or officer's  relationship
     or interest  and as to the  contract or  transaction  are  disclosed or are
     known to the  stockholders  entitled to vote  thereon,  and the contract or
     transaction  is  specifically  approved  in  good  faith  by  vote  of  the
     stockholders; or

          (3) The contract or  transaction  is fair as to the  Corporation as of
     the time it is authorized, approved or ratified, by the Board of Directors,
     a committee of the Board of Directors, or the stockholders.

     Common or interested  directors may be counted in determining  the presence
of a quorum  at a meeting  of the  Board of  Directors  or of a  committee  that
authorizes the contract or transaction.

     Section 8.  Severability.  Any  determination  that any  provision of these
By-laws is for any reason inapplicable, illegal, or ineffective shall not affect
or invalidate any other provision of these By-laws.

     Section 9. Limitation on Stock Option Repricing. No stock option granted to
an officer or director of the Corporation shall, after issuance,  be repriced to
a  lower  exercise  price  (other  than  adjustments  for  stock  splits,  stock
dividends,  spinoffs,  recapitalizations  and like  events),  without  the prior
affirmative  vote of the holders of a majority of the shares of capital stock of
the  Corporation  present  at a  stockholders  meeting in person or by proxy and
entitled to vote thereon.


                             ARTICLE VI - AMENDMENTS

     Section 1. By the Board of Directors.  In furtherance and not in limitation
of the  powers  conferred  by the  Delaware  General  Corporation  Law  and  the
Certificate of Incorporation,  the Board of Directors is expressly authorized to
alter, amend or repeal any provision of these By-laws or make new by-laws.

     Section 2. By the Stockholders.  Except as otherwise  provided in Section 3
of this Article VI, the stockholders of the Corporation  shall have the power to
alter,  amend or repeal any  provision  of these  By-laws or make new by-laws by
affirmative  vote of the holders of a majority of the shares of capital stock of
the Corporation  issued and outstanding and entitled to vote, voting together as
a single class; provided, however, that the power of the stockholders to, alter,
amend or repeal  any  provision  of these  By-laws  or make any new  by-laws  is
further subject to any affirmative  vote of the holders of any particular  class
or series of capital stock of the Corporation as may be required by the Delaware
General Corporation Law, the Certificate of Incorporation, or these By-laws.

                                       14
<PAGE>

     Section 3. Certain  Provisions.  Notwithstanding any other provision of the
Delaware  General  Corporation Law, the Certificate of  Incorporation,  or these
By-laws  (including  Section 2 of this Article VI), the affirmative  vote of the
holders of at least sixty-six and two-thirds  percent (66 2/3%) of the shares of
capital stock of the  Corporation  issued and  outstanding  and entitled to vote
shall  be  required  to  alter,  amend  or  repeal,  or  make  any  new  by-laws
inconsistent with, Article II or this Article VI of these By-laws.  This Section
3 is not  intended  to abrogate  or  otherwise  affect the power of the Board of
Directors  to amend  Article  II or  Article  VI  pursuant  to Section 1 of this
Article VI.

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