


                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                                 RADIO ONE, INC.
                              (AS OF MAY 16, 1997)

                               ARTICLE I - OFFICES

                  Section 1.  Registered  Office.  The registered  office in the
State of Delaware shall be at 9 East  Loockerman  Street,  in the City of Dover,
County of Kent. The name of the  corporation's  registered agent at such address
shall be National  Registered  Agents,  Inc. The registered office or registered
agent of the corporation may be changed from time to time by action of the board
of directors on the filing of a certificate or certificates as required by law.

                  Section  2.  Other  Offices.  The  corporation  may also  have
offices at such other places, both within and without the State of Delaware,  as
the board of  directors  may from time to time  determine or the business of the
corporation may require.


                      ARTICLE II - MEETINGS OF STOCKHOLDERS

                  Section 1. Place and Time of  Meetings.  An annual  meeting of
the stockholders  shall be held each year,  beginning in the year 1998, prior to
the last day of  April.  At such  meeting,  the  stockholders  shall  elect  the
directors of the  corporation and conduct such other business as may come before
the meeting. The time and place of the annual meeting shall be determined by the
board of directors.  Special  meetings of the stockholders for any other purpose
may be held at such time and place, within or without the State of Delaware,  as
shall be stated in the  notice of the  meeting or in a duly  executed  waiver of
notice  thereof.  Special  meetings  of the  stockholders  may be  called by the
president  or the  chairman  of the board for any purpose and shall be called by
the secretary if directed by the board of directors.

                  Section 2.  Notice.  Whenever  stockholders  are  required  or
permitted to take action at a meeting, written or printed notice of every annual
or special meeting of the stockholders,  stating the place,  date, time, and, in
the case of special meetings, the purpose or purposes, of such meeting, shall be
given to each stockholder  entitled to vote at such meeting not less than l0 nor
more than 60 days  before the date of the  meeting.  All such  notices  shall be
delivered,  either personally or by mail, by or at the direction of the board of
directors, the chairman of the board, the chief executive officer, the president
or the  secretary,  and if mailed,  such notice  shall be deemed to be delivered
when  deposited in the United States mail with postage  prepaid and addressed to
the  stockholder  at his or her  address  as it  appears  on the  records of the
corporation.



<PAGE>




                  Section 3. Stockholders List. The officer having charge of the
stock  ledger of the  corporation  shall  make,  at least l0 days  before  every
meeting of the stockholders,  a complete list arranged in alphabetical  order of
the stockholders entitled to vote at such meeting, specifying the address of 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 l0 days prior
to the  meeting,  either at a place  within the city where the  meeting is to be
held,  which place shall be specified in the notice of the meeting or, if not so
specified,  at the place where the meeting is to be held. The list shall also be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof, and may be inspected by any stockholder who is present.

                  Section  4.   Quorum.   The  holders  of  a  majority  of  the
outstanding shares of capital stock entitled to vote thereat, whether present in
person or represented by proxy, shall constitute a quorum at all meetings of the
stockholders,  except as otherwise  provided by statute or by the certificate of
incorporation.  If a quorum is not present, the holders of the shares present in
person or represented by proxy at the meeting and entitled to vote thereat shall
have the power,  by the  affirmative  vote of the  holders of a majority of such
shares, to adjourn the meeting to another time or place.  Unless the adjournment
is for  more  than  thirty  days  or  unless  a new  record  date is set for the
adjourned  meeting,  no notice  of the  adjourned  meeting  need be given to any
stockholder,  provided  that the time and place of the  adjourned  meeting  were
announced at the meeting at which the  adjournment  was taken.  At the adjourned
meeting,  the  corporation  may  transact  any  business  which  might have been
transacted at the original meeting.

                  Section  5.  Vote  Required.  When  a  quorum  is  present  or
represented  by proxy at any  meeting,  the vote of the holders of a majority of
the shares of capital  stock  present in person or  represented  by proxy at the
meeting  and  entitled  to vote on the  subject  matter  shall be the act of the
stockholders,  unless the question is one upon which by express provisions of an
applicable  statute or of the  certificate of  incorporation a different vote is
required,  in which case such  express  provision  shall  govern and control the
decision of such question.

                  Section 6. Voting Rights.  Except as otherwise provided by the
Delaware  General  Corporation Law or by the certificate of incorporation of the
corporation  or any  amendments  thereto  and subject to Section 3 of ARTICLE VI
hereof,  each stockholder shall at every meeting of the stockholders be entitled
to one vote in person or by proxy for each share of  capital  stock held by such
stockholder.

                  Section 7.  Proxies.  Each  stockholder  entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate  action in
writing without a meeting may authorize another person or persons to act for him
or her by proxy,  but no such proxy  shall be voted or acted  upon  after  three
years from its date, unless the proxy provides for a longer period.

                  Section 8. Action by Written  Consent.  Any action required to
be taken at any annual or special meeting of stockholders of the corporation, or
any  action  which  may be  taken  at any  annual  or  special  meeting  of such
stockholders, may be taken without a meeting, without prior notice and without a
vote,  if a consent 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 of capital stock entitled


                                       2

<PAGE>

to  vote  thereon  were  present  and  voted,  and  shall  be  delivered  to the
corporation by delivery to its registered office in the State of Delaware or the
corporation's  principal  place  of  business  or an  officer  or  agent  of the
corporation  having  custody of the books in which  proceedings  of meetings are
recorded. All consents delivered in accordance with this section shall be deemed
to be recorded when so delivered.  No written consent shall be effective to take
the corporate action referred to therein unless,  within 60 days of the earliest
date on which any consent is  delivered to the  corporation  as required by this
section, written consents signed by the holders of a sufficient number of shares
to take such corporate  action are recorded.  Prompt notice of the taking of the
corporate action without a meeting by less than unanimous  written consent shall
be given to those  stockholders  who have not  consented in writing.  Any action
taken pursuant to such written consent of the  stockholders  shall have the same
force and effect as if taken by the stockholders at a meeting thereof.


                             ARTICLE III - DIRECTORS

                  Section 1. Number,  Election and Term of Office.  The board of
directors shall be five (5) in number; provided,  however, the number of members
of the board of  directors  shall be  increased  to nine (9) at the  election of
Investors (as defined in the Preferred Stockholders' Agreement (the "PSA") dated
as of May __, 1997 among Radio One,  Inc.,  Radio One  Licenses,  Inc.,  and the
other parties thereto and the  Warrantholders'  Agreement (the "WA") dated as of
June 6, 1995 among  Radio One,  Inc.,  Radio One  Licenses,  Inc.  and the other
parties thereto, as amended by the First Amendment to Warrantholders'  Agreement
dated as of May __, 1997, as applicable) in accordance  with, and subject to the
terms and  conditions  of,  Section  10 of the PSA or  Article  VI of the WA, as
applicable  (an  election  to  increase  the size of the board of  directors  is
referred to herein as the "Special Election"). The directors shall be elected at
the annual  meeting of  stockholders,  except as  provided  in Section 3 of this
ARTICLE III, and each  director  elected shall hold office until the next annual
meeting of  stockholders  and until a successor is duly elected and qualified or
until his or her death, resignation or removal as hereinafter provided.

                  Section 2. Removal and Resignation. Any director or the entire
board of directors  may be removed at any time,  with or without  cause,  by the
holders of a majority of the shares of stock of the corporation then entitled to
vote at an election of directors,  except as otherwise provided by statute.  Any
director may resign at any time upon written notice to the corporation.

                  Section   3.   Vacancies.    Vacancies   and   newly   created
directorships  resulting from any increase in the authorized number of directors
may be filled  only by the  holders of a majority  of the shares of stock of the
corporation  then  entitled to vote at an election of  directors at an annual or
special meeting of  stockholders,  and each director so chosen shall hold office
until the next annual  meeting of  stockholders  and until a  successor  is duly
elected and qualified or until his or her earlier death,  resignation or removal
as hereinafter provided; provided, however, that any vacancy created as a result
of the Special Election shall be filled in the manner provided for in Section 10
of the PSA or Article  VI of the WA, as  applicable,  and a director  so elected
shall  continue  to serve as a  director  until  the date on which  the  Special
Election  is no  longer  in  effect,  at which  time  the  number  of  directors
constituting  the board of directors of the  corporation  shall decrease to such
number  as  constituted   the  whole  board  of  directors  of  the  corporation
immediately prior to the exercise of the Special Election.

                                       3

<PAGE>

                  Section 4. Annual  Meetings.  The annual meeting of each newly
elected  board of directors  shall be held without  other notice than this bylaw
immediately after, and at the same place as, the annual meeting of stockholders.

                  Section 5. Other Meetings and Notice. Regular meetings,  other
than the annual meeting, of the board of directors may be held without notice at
such  time  and at such  place  as  shall  from  time to time be  determined  by
resolution  of the board.  Special  meetings  of the board of  directors  may be
called by or at the request of the chairman,  the chief executive officer or the
president on at least 24 hours notice to each director,  either  personally,  by
telephone,  by mail,  or by  telegraph;  in like  manner and on like  notice the
secretary  must call a special  meeting on the written  request of a majority of
directors;  in like manner on like  notice,  the  secretary  must call a special
meeting  on  the  written  request  of  Investors  holding  a  majority  of  the
outstanding  Preferred  Shares (as defined in the PSA);  provided  that any such
request  made by such  Investors  must be called in good faith for a  reasonable
business purpose.

                  Section 6. Quorum. A majority of the total number of directors
shall  constitute  a  quorum  for the  transaction  of  business.  The vote of a
majority of directors present at a meeting at which a quorum is present shall be
the act of the  board of  directors.  If a quorum  shall not be  present  at any
meeting of the board of directors, the directors present thereat may adjourn the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting, until a quorum shall be present.

                  Section  7.  Committees.   The  board  of  directors  may,  by
resolution  passed by a  majority  of the  whole  board,  designate  one or more
committees.  Each committee shall consist of one or more of the directors of the
corporation,  which, to the extent provided in such resolution and not otherwise
limited  by  statute,  shall  have and may  exercise  the powers of the board of
directors in the management  and affairs of the  corporation  including  without
limitation  the power to declare a dividend  and to  authorize  the  issuance of
stock.  The board of directors may designate one or more  directors as alternate
members of any committee,  who may replace any absent or disqualified  member at
any meeting of the committee.  Such committee or committees shall have such name
or names as may be  determined  from time to time by  resolution  adopted by the
board of directors.  Each committee  shall keep regular  minutes of its meetings
and report the same to the directors when required.

                  Section 8.  Committee  Rules.  Each  committee of the board of
directors  may fix its own rules of  procedure  and shall hold its  meetings  as
provided by such rules, except as may otherwise be provided by the resolution of
the board of directors designating such committee, but in all cases the presence
of at least a majority of the members of such  committee  shall be  necessary to
constitute a quorum. In the event that a member and that member's alternate,  if
alternates  are designated by the board of directors as provided in Section 7 of
this ARTICLE III, of such committee is/are absent or disqualified, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such  member or members  constitute  a quorum,  may  unanimously  appoint
another  member of the board of  directors to act at the meeting in place of any
such absent or disqualified member.

                  Section 9. Communications  Equipment.  Members of the board of
directors or any committee  thereof may participate in and act at any meeting of
such board or  committee  through  the use of a  conference  telephone  or other
communications  equipment  by means of which all  persons 


                                       4

<PAGE>

participating  in the  meeting  can hear each other,  and  participation  in the
meeting  pursuant to this  section  shall  constitute  presence in person at the
meeting.

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


                              ARTICLE IV - OFFICERS

                  Section 1. Number.  The officers of the  corporation  shall be
elected by the board of directors  and shall  consist of a chairman of the board
(if the board of directors so deems  advisable  and  elects),  a president  (who
shall  perform the  functions  of the chairman of the board if none be elected),
one or more vice-presidents,  a secretary, a treasurer,  and such other officers
and assistant  officers as may be deemed  necessary or desirable by the board of
directors.  Any  number  of  offices  may be held  by the  same  person.  In its
discretion,  the board of  directors  may  choose not to fill any office for any
period as it may deem advisable, except the offices of president and secretary.

                  Section 2.  Election  and Term of Office.  The officers of the
corporation  shall be elected  annually by the board of directors at the meeting
of the board of directors held after each annual meeting of stockholders. If the
election of officers  shall not be held at such meeting,  such election shall be
held as soon thereafter as conveniently  may be.  Vacancies may be filled or new
offices  created  and  filled at any  meeting  of the board of  directors.  Each
officer  shall  hold  office  until  the next  annual  meeting  of the  board of
directors  and until a successor is duly  elected and  qualified or until his or
her earlier death, resignation or removal as hereinafter provided.

                  Section 3. Removal.  Any officer or agent elected by the board
of directors  may be removed by the board of directors  whenever in its judgment
the best interest of the corporation  would be served thereby,  but such removal
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.

                  Section  4.  Vacancies.  A vacancy  in any  office  because of
death, resignation, removal, disqualification or otherwise, may be filled by the
board  of  directors  for the  unexpired  portion  of the  term by the  board of
directors then in office.

                  Section 5. Compensation. Compensation of all officers shall be
fixed  by the  board of  directors,  and no  officer  shall  be  prevented  from
receiving  such  compensation  by  virtue  of the fact  that he or she is also a
director of the corporation.

                  Section 6. Chairman of the Board.  The chairman  shall preside
at all meetings of the board of directors  and all meetings of the  stockholders
and shall have such other  powers and  perform  such  duties as may from time to
time be assigned to him by the board of directors.


                                       5

<PAGE>

                  Section 7. The Chief  Executive  Officer.  The chief executive
officer of the corporation shall have such powers and perform such duties as are
specified in these bylaws and as may from time to time be assigned to him by the
board of directors.

                  The chief executive  officer shall have overall  management of
the  business of the  corporation  and its  subsidiaries  and shall see that all
orders and  resolutions  of the boards of directors of the  corporation  and its
subsidiaries are carried into effect.  The chief executive officer shall execute
bonds,  mortgages and other  contracts  requiring a seal,  under the seal of the
corporation,  except where  required or permitted by law to be otherwise  signed
and  executed  and except  where the  signing  and  execution  thereof  shall be
expressly  delegated by the board of directors to some other officer or agent of
the  corporation.  The chief  executive  officer  shall have  general  powers of
supervision and shall be the final arbitrator of all differences  among officers
of the  corporation  and its  subsidiaries,  and such  decision as to any matter
affecting the  corporation  and its  subsidiaries  subject only to the boards of
directors.

                  Section 8. The President. The president shall have such powers
and perform such duties as are specified in these bylaws and as may from time to
time be assigned to him by the board of directors.

                  The president shall have general and active  management of the
business of the corporation and shall see that all orders and resolutions of the
board of directors are carried into effect.  The president  shall execute bonds,
mortgages  and  other  contracts  requiring  a  seal,  under  the  seal  of  the
corporation,  except where  required or permitted by law to be otherwise  signed
and  executed  and except  where the  signing  and  execution  thereof  shall be
expressly  delegated by the board of directors to some other officer or agent of
the  corporation.  The president  shall have general powers of  supervision  and
shall  be the  final  arbitrator  of all  differences  between  officers  of the
corporation,  and such  decision  as to any  matter  affecting  the  corporation
subject only to the board of directors.

                  Section 9. Vice Presidents.  The  vice-president,  or if there
shall be more than one, the vice-presidents in the order determined by the board
of directors, shall, in the absence or disability of the president,  perform the
duties and exercise  the powers of the  president  and shall  perform such other
duties and have such other  powers as the board of directors  may,  from time to
time, determine or these bylaws may prescribe.

                  Section  10. The  Secretary  and  Assistant  Secretaries.  The
secretary  shall attend all meetings of the board of directors  and all meetings
of the  stockholders  and  record all the  proceedings  of the  meetings  of the
corporation and the board of directors in a book to be kept for that purpose and
shall  perform  like  duties for the  standing  committees  when  required.  The
secretary  shall  give,  or cause to be  given,  notice of all  meetings  of the
stockholders and special meetings of the board of directors;  perform such other
duties as may be prescribed by the board of directors or president,  under whose
supervision  he or she shall be; shall have custody of the corporate seal of the
corporation and the secretary,  or an assistant secretary,  shall have authority
to affix the same to any instrument  requiring it and when so affixed, it may be
attested  by  his  or  her  signature  or by the  signature  of  such  assistant
secretary.  The  board of  directors  may give  general  authority  to any other
officer to affix the seal of the  corporation  and to attest the affixing by his
or her  signature.  The assistant  secretary,  or if there be more than one, the
assistant secretaries in the order determined by the board of directors,  shall,
in the absence or disability of the  secretary,  perform the duties and


                                       6

<PAGE>

exercise  the powers of the  secretary  and shall  perform such other duties and
have  such  other  powers  as the  board  of  directors  may  from  time to time
prescribe.

                  Section  11.  The  Treasurer  and  Assistant  Treasurer.   The
treasurer shall have the custody of the corporate  funds and  securities;  shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the  corporation;  shall deposit all monies and other valuable effects in the
name and to the  credit of the  corporation  as may be  ordered  by the board of
directors,  taking proper vouchers for such  disbursements;  and shall render to
the  president and the board of  directors,  at its regular  meeting or when the
board of directors so requires,  an account of the  corporation.  If required by
the board of directors,  the treasurer  shall give the corporation a bond (which
shall be rendered every six years) in such sums and with such surety or sureties
as shall be satisfactory to the board of directors for the faithful  performance
of the  duties  of the  office  of  treasurer  and  for the  restoration  to the
corporation, in case of death, resignation,  retirement, or removal from office,
of all books,  papers,  vouchers,  money, and other property of whatever kind in
the  possession  or  under  the  control  of  the  treasurer  belonging  to  the
corporation.  The assistant  treasurer,  or if there shall be more than one, the
assistant treasurers in the order determined by the board of directors, shall in
the absence or disability of the treasurer,  perform the duties and exercise the
powers of the  treasurer and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                  Section 12.  Other  Officers,  Assistant  Officers and Agents.
Officers,  assistant  officers and agents, if any, other than those whose duties
are provided for in these  bylaws,  shall have such  authority  and perform such
duties  as may from time to time be  prescribed  by  resolution  of the board of
directors.


          ARTICLE V - INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

                  Section 1. Right to Indemnification. Each person who was or is
made  party  or is  threatened  to be made a party to or is  otherwise  involved
(including involvement as a witness) in any action, suit or proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason  of the fact that he or she is or was a  director  or  officer  of the
corporation  or,  while a  director  or officer  of the  corporation,  is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another corporation or of a partnership,  joint venture, trust or other
enterprise,   including  service  with  respect  to  an  employee  benefit  plan
(hereinafter, an "indemnitee"),  whether the basis of such proceeding is alleged
action in an official capacity as a director or officer or in any other capacity
while serving as a director or officer,  shall be indemnified  and held harmless
by the  corporation  to the fullest  extent  authorized by the Delaware  General
Corporation  Law ("DGCL"),  as the same exists or may hereafter be amended (but,
in the  case of any such  amendment,  only to the  extent  that  such  amendment
permits  the  corporation  to provide for  broader  indemnification  rights than
permitted as of the date of these  bylaws),  against all expense,  liability and
loss (including attorneys' fees, judgments, fines, excise taxes or penalties and
amounts paid in settlement)  reasonably  incurred or suffered by such indemnitee
in  connection  therewith  and  such  indemnification  shall  continue  as to an
indemnitee who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the indemnitee's  heirs,  executors and  administrators;
provided,  however,  that except as provided in Section 2 of this ARTICLE V with
respect to  proceedings to enforce rights to  indemnification,  the  corporation
shall indemnify any such


                                       7

<PAGE>

indemnitee in connection  with a proceeding (or part thereof)  initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the board
of directors of the corporation.  The right to indemnification conferred in this
Section 1 of this  ARTICLE V shall be a  contract  right and shall  include  the
obligation of the corporation to pay the expenses incurred in defending any such
proceeding  in advance of its final  disposition  (hereinafter  an  "advance  of
expenses");  provided,  however,  that if and to the  extent  that the  board of
directors of the  corporation  requires,  an advance of expenses  incurred by an
indemnitee in his or her capacity as a director or officer (and not in any other
capacity in which  service was or is  rendered  by such  indemnitee,  including,
without limitation, service to an employee benefit plan) shall be made only upon
delivery to the corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section  1 or  otherwise.  The  corporation  may,  by  action  of its  board  of
directors,  provide  indemnification  to employees and agents of the corporation
with the same or lesser  scope and effect as the  foregoing  indemnification  of
directors and officers.

                  Section 2. Procedure for Indemnification.  Any indemnification
of a director or officer of the corporation or advance of expenses under Section
1 of this ARTICLE V shall be made promptly,  and in any event within  forty-five
days (or, in the case of an advance of  expenses,  twenty days) upon the written
request of the director or officer.  If a determination  by the corporation that
the director or officer is entitled to indemnification  pursuant to this ARTICLE
V is  required,  and the  corporation  fails to respond  within  sixty days to a
written request for indemnity,  the corporation shall be deemed to have approved
the request.  If the corporation denies a written request for indemnification or
advance of expenses, in whole or in part, or if payment in full pursuant to such
request is not made  within  forty-five  days (or,  in the case of an advance of
expenses,  twenty days), the right to  indemnification or advances as granted by
this ARTICLE V shall be  enforceable  by the director or officer in any court of
competent jurisdiction.  Such person's costs and expenses incurred in connection
with successfully establishing his or her right to indemnification,  in whole or
in part, in any such action shall also be  indemnified  by the  corporation.  It
shall be a defense to any such action (other than an action brought to enforce a
claim for the advance of expenses  where the  undertaking  required  pursuant to
Section 1 of this ARTICLE V, if any, has been tendered to the corporation)  that
the claimant  has not met the  standards  of conduct  which make it  permissible
under the DGCL for the  corporation  to  indemnify  the  claimant for the amount
claimed, but the burden of such defense shall be on the corporation. Neither the
failure of the corporation (including its board of directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such action that  indemnification  of the claimant is proper in
the circumstances  because he or she has met the applicable  standard of conduct
set forth in the DGCL, nor an actual determination by the corporation (including
its board of directors, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct,  shall be a defense to
the action or create a presumption  that the claimant has not met the applicable
standard of conduct.  The procedure for  indemnification  of other employees and
agents  for whom  indemnification  is  provided  pursuant  to  Section 1 of this
ARTICLE V shall be the same  procedure set forth in this Section 2 for directors
or officers,  unless otherwise set forth in the action of the board of directors
of the corporation providing for indemnification for such employee or agent.

                  Section  3.  Insurance.   The  corporation  may  purchase  and
maintain insurance on its own behalf and on behalf of any person who is or was a
director,  officer,  employee or agent of the


                                       8

<PAGE>

corporation  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  any  expense,  liability  or loss  asserted
against him or her and incurred by him or her in any such  capacity,  whether or
not the  corporation  would have the power to indemnify such person against such
expenses, liability or loss under the DGCL.

                  Section 4. Service for  Subsidiaries.  Any person serving as a
director,  officer,  employee  or agent  of  another  corporation,  partnership,
limited liability  company,  joint venture or other enterprise,  at least 50% of
whose equity interests are owned by the corporation  (hereinafter a "subsidiary"
for purposes of this ARTICLE V) shall be conclusively  presumed to be serving in
such capacity at the request of the corporation.

                  Section  5.  Reliance.  Persons  who  after  the  date  of the
adoption  of  these  bylaws  become  or  remain  directors  or  officers  of the
corporation  or who, while a director or officer of the  corporation,  become or
remain  a  director,  officer,  employee  or  agent  of a  subsidiary,  shall be
conclusively  presumed  to have  relied on the rights to  indemnity,  advance of
expenses  and other  rights  contained  in this  ARTICLE V in  entering  into or
continuing  such service.  The rights to  indemnification  and to the advance of
expenses  conferred  in this  ARTICLE V shall  apply to claims  made  against an
indemnitee  arising out of acts or omissions  which occurred or occur both prior
and subsequent to the adoption hereof.

                  Section  6.   Non-Exclusivity   of   Rights.   The  rights  to
indemnification and to the advance of expenses conferred in this ARTICLE V shall
not be  exclusive  of any other  right  which any person  may have or  hereafter
acquire under these bylaws or the corporation's  certificate of incorporation or
under any statute, agreement, vote of stockholders or disinterested directors or
otherwise.

                  Section  7.  Merger or  Consolidation.  For  purposes  of this
ARTICLE  V,  references  to "the  corporation"  shall  include  any  constituent
corporation  (including  any  constituent  of a  constituent)  absorbed into the
corporation in a consolidation  or merger which,  if its separate  existence had
continued,  would  have had power and  authority  to  indemnify  its  directors,
officers,  and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director,  officer, employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise,  shall stand in the same position  under this ARTICLE V with respect
to the resulting or surviving  corporation  as he or she would have with respect
to such constituent corporation if its separate existence had continued.


                       ARTICLE VI - CERTIFICATES OF STOCK

                  Section 1. Form.  Subject to ARTICLE X of the  certificate  of
incorporation,  every  holder of stock in the  corporation  shall be entitled to
have a  certificate,  signed  by,  or in the  name  of  the  corporation  by the
president or a  vice-president,  and the secretary or an assistant  secretary of
the  corporation,  certifying  the  number of shares  owned by him or her in the
corporation.  Where a  certificate  is  signed  (l) by a  transfer  agent  or an
assistant  transfer agent other than the corporation or its employee or (2) by a
registrar, other than the corporation or its employee, the signature of any


                                       9

<PAGE>

such  president,  vice-president,  secretary,  or  assistant  secretary  may  be
facsimile.  In case  any  officer  or  officers  have  signed a  certificate  or
certificates,  or whose  facsimile  signature  or  signatures  have been used on
certificate or  certificates,  shall cease to be such officer or officers of the
corporation  whether  because of death,  resignation  or  otherwise  before such
certificate  or  certificates  have  been  delivered  by the  corporation,  such
certificate or certificates  may  nevertheless be issued and delivered as though
the person or persons  who signed  such  certificate  or  certificates  or whose
facsimile  signature  or  signatures  have  been  used  on such  certificate  or
certificates  had not ceased to be such officer or officers of the  corporation.
All  certificates  for  shares  shall be  consecutively  numbered  or  otherwise
identified.  The name of the person to whom the shares  represented  thereby are
issued,  with the  number of shares  and date of issue,  shall be entered on the
books of the corporation.  All  certificates  surrendered to the corporation for
transfer  shall  be  cancelled,  and no  new  certificate  shall  be  issued  in
replacement until the former  certificate for a like number of shares shall have
been  surrendered or cancelled,  except as otherwise  provided in Section 2 with
respect to lost, stolen or destroyed certificates.

                  Section  2. Lost  Certificates.  Subject  to  ARTICLE X of the
certificate  of  incorporation,   the  board  of  directors  may  direct  a  new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore  issued by the corporation  alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming  the  certificate  of stock  to be lost,  stolen,  or  destroyed.  When
authorizing  such  issue of a new  certificate  or  certificates,  the  board of
directors may, in its  discretion  and as a condition  precedent to the issuance
thereof,  require the owner of such lost,  stolen,  or destroyed  certificate or
certificates, or his or her legal representative, to give the corporation a bond
in such sum as it may  direct as  indemnity  against  any claim that may be made
against the  corporation  with respect to the  certificate  alleged to have been
lost, stolen or destroyed.

                  Section 3. Fixing a Record Date.  The board of  directors  may
fix in advance a record date for the  determination of stockholders  entitled to
notice of,  and to vote at, any  meeting  of  stockholders  and any  adjournment
thereof; stockholders entitled to consent to corporate action in writing without
a meeting;  stockholders  entitled to receive  payment of any  dividend or other
distribution  or  allotment  of rights or  entitled  to  exercise  any rights in
respect to any change,  conversion or exchange of stock;  or, for the purpose of
any other lawful action, which record date may not precede the date on which the
resolution  fixing such record  date is adopted by the board of  directors.  The
record date for the determination of stockholders  entitled to notice of, and to
vote at, a meeting of stockholders  shall not be more than 60 days nor less than
10 days before the date of such meeting.  The record date for the  determination
of  stockholders  entitled to consent to corporate  action in writing  without a
meeting shall not be more than 10 days after the date upon which the  resolution
fixing the record date is adopted by the board of directors. The record date for
the  determination of stockholders with respect to any other action shall not be
more than 60 days  before the date of such  action.  If no record date is fixed:
the record date for determining  stockholders entitled to notice of, and 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; 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 the Delaware  General  Corporation  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


                                       10

<PAGE>

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; and, the
record date for determining  stockholders with respect to any other action shall
be the close of business on the day on which the board of  directors  adopts the
resolution relating thereto.


                        ARTICLE VII - GENERAL PROVISIONS

                  Section 1. Dividends.  Dividends upon the capital stock of the
corporation,  subject to the provisions of the certificate of incorporation,  if
any,  may be  declared  by the board of  directors  at any  regular  or  special
meeting,  pursuant to law.  Dividends  may be paid in cash,  in property,  or in
shares of the capital  stock,  subject to the  provisions of the  certificate of
incorporation. Before payment of any dividend, there may be set aside out of any
funds  of the  corporation  available  for  dividends  such  sum or  sums as the
directors  from time to time, in their  absolute  discretion,  think proper as a
reserve  or  reserves  to meet  contingencies,  equalize  dividends,  repair  or
maintain  any property of the  corporation,  or for any other  purpose,  and the
directors  may modify or abolish any such  reserve in the manner in which it was
created.

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

                  Section 3. Contracts. The board of directors may authorize any
officer or officers,  or any agent or agents,  of the  corporation to enter into
any  contract or to execute and  deliver  any  instrument  in the name of and on
behalf of the  corporation,  and such  authority  may be general or  confined to
specific instances.

                  Section  4.  Loans.  The  corporation  may lend  money  to, or
guarantee any obligation  of, or otherwise  assist any officer or other employee
of the corporation or of its  subsidiary,  including any officer or employee who
is a director of the corporation or its subsidiary, whenever, in the judgment of
the directors,  such loan,  guaranty or assistance may reasonably be expected to
benefit the corporation.  The loan,  guaranty or other assistance may be with or
without interest,  and may be unsecured,  or secured in such manner as the board
of directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation.  Nothing  contained in this section shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

                  Section 5. Fiscal  Year.  The fiscal  year of the  corporation
shall be fixed by resolution of the board of directors.

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


                                       11

<PAGE>

                  Section 7.  Voting  Securities  Owned by  Corporation.  Voting
securities in any other  corporation  held by the corporation  shall be voted by
the president or the vice president,  unless the board of directors specifically
confers  authority  to vote  with  respect  thereto  upon some  other  person or
officer.  Any  person  authorized  to vote  securities  shall  have the power to
appoint proxies, with general power of substitution.

                  Section 8. Inspection of Books and Records. Any stockholder of
record, in person or by attorney or other agent, shall, upon written demand upon
oath  stating  the  purpose  thereof,  have the right  during the usual hours of
business to inspect for any proper  purpose the  corporation's  stock ledger,  a
list of its stockholders, and its other books and records, and to make copies or
extracts  therefrom.  A proper purpose shall mean any purpose reasonably related
to such person's interest as a stockholder.  In every instance where an attorney
or other agent shall be the person who seeks the right to inspection, the demand
under oath shall be  accompanied  by a power of attorney  or such other  writing
which  authorizes  the  attorney  or  other  agent  to so act on  behalf  of the
stockholder.  The demand under oath shall be directed to the  corporation at its
registered  office  in the  State  of  Delaware  or at its  principal  place  of
business.

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

                  Section  10.  Inconsistent  Provisions.  In the event that any
provision of these bylaws is or becomes  inconsistent  with any provision of the
certificate of incorporation,  the Delaware General Corporation Law or any other
applicable  law, the  provision of these bylaws shall not be given any effect to
the extent of such  inconsistency  but shall  otherwise  be given full force and
effect.


                            ARTICLE VIII - AMENDMENTS

                  These  bylaws  may be  amended,  altered or  repealed  and new
bylaws  adopted at any  meeting of the board of  directors  by a majority  vote,
provided that the affirmative vote of the holders of a majority of the shares of
common stock of the corporation then entitled to vote and of any series or class
of preferred  stock of the  Corporation  then  outstanding  shall be required to
adopt any provision  inconsistent  with, or to amend or repeal any provision of,
Section 1 or 3 of ARTICLE III or this ARTICLE  VIII.  The fact that the power to
adopt,  amend,  alter or repeal the bylaws has been  conferred upon the board of
directors shall not divest the stockholders of the same powers.
