
<PAGE>
 
                                                                       EXHIBIT 2

                                   RESTATED
                                    BY-LAWS
                         FOR THE REGULATION, EXCEPT AS
                       OTHERWISE PROVIDED BY STATUTE OR
                   THE RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                       ALL AMERICAN COMMUNICATIONS, INC.

                                   ARTICLE I

                            MEETING OF STOCKHOLDERS
                            -----------------------

          Section 1.   Place of Meeting.  Meetings of the stockholders of the
                       ----------------                                      
Corporation shall be held at such place, either within or without the State of
Delaware as the Board of Directors may determine.  In the absence of any such
designation, stockholders' meetings shall be held at the principal executive
office of the corporation.

          Section 2.  Notice.  Except as otherwise provided by law, or unless
                      ------                                                 
lapse of time shall be waived, written notice of the time, date and place of any
stockholders meeting, and, in the case or a special meeting, the purpose or
purposes for which the meeting is called, shall be given to each stockholder at
least ten (10) nor more than sixty (60) days before the date of such a meeting.
If mailed, notice is given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it appears on the records
of the Corporation.  An affidavit of the secretary or an assistant secretary or
of the transfer agent of the Corporation that the notice has been given shall,
in the absence of fraud, be prima facie evidence of the facts stated therein.

          Section 3.  Quorum.  At any meeting of stockholders, the holders of
                      ------                                                 
record, present in person or by proxy, of a majority of the Corporation's issued
and outstanding capital stock entitled to vote at such meeting shall constitute
a quorum for the transaction of business, except as otherwise provided by law.
In the absence of a quorum, any officer entitled to preside at or to act as
secretary of the meeting shall have power to adjourn the meeting from time to
time until a quorum is present.

          Section 4.  Voting.  Except as otherwise provided by law, the
                      ------                                           
affirmative vote, at a meeting of stockholders duly held and at which a quorum
is present of the holders of a majority of the Corporation's capital stock
present in person or by proxy at the meeting and entitled to vote on the subject
matter, shall be the act of the stockholders.

          Section 5.  Adjourned Meeting.  Any meeting of stockholders may be
                      -----------------                                     
adjourned from time to time by the vote of a majority of the shares represented
in person or by proxy whether or not a quorum is present.  When a stockholders'
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken.  At the adjourned meeting, the Corporation may
transact any business which might have been transacted at the original meeting.
<PAGE>
 
     Section 6.  Record Date.  In order that the Corporation may determine the
                 -----------                                                  
stockholders entitled to notice of or to vote at any meetings, entitled to
receive payment of any dividend or other distribution or allotment of any rights
or entitled to exercise any rights in respect of any other lawful action, the
Board of Directors may fix, in advance, a record date, which shall not be more
than sixty (60) nor less than ten (10) days prior to the date of such meeting
nor more than sixty (60) days prior to any such action.  If no record date is
fixed:

          A.  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

          B.  The record date for determining stockholders for any other purpose
     shall be at the close of business on the day on which the Board of
     Directors adopts the 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 unless the
Board of Directors fixes a new record date for the adjourned meeting.  The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the stocklist or the books of the Corporation, or to
vote in person at any meeting of stockholders.

          Section 7.  Proxies.  Every person entitled to vote for Directors or
                      -------                                                 
any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the person and filed with
the Secretary of the Corporation.  A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or
stockholder's attorney in fact.  A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, before the vote pursuant to that proxy
executed by, or delivered to the Corporation stating that the proxy is revoked,
or by a subsequent proxy executed by, or attendance at the meeting and voting in
person by the person executing the proxy; or (ii) written notice of the death or
incapacity of the maker of that proxy is received by the Corporation before the
vote pursuant to that death or incapacity of the maker of that proxy is received
by the Corporation before the vote pursuant to that proxy is counted; provided,
however, that no proxy shall be valid after the expiration of eleven (11) months
from the date of the proxy, unless otherwise provided in the proxy.  The
revocability of a proxy that states on its face that it is irrevocable shall be
governed by the applicable provisions of the General Corporation Law of the
State of Delaware.

                                       2
<PAGE>
 
                                  ARTICLE II

                                   DIRECTORS
                                   ---------

          Section 1.  Powers.  Subject to the provisions of the laws of the
                      ------                                               
State of Delaware and the Restated Certificate of Incorporation, the business
and affairs of the Corporation shall be managed and all corporate powers shall
be exercised by or under the direction of the Board of Directors.  The Board of
Directors may delegate the management of the day-to-day operations of the
business of the Corporation to a management company or other person, provided
that the business and affairs of the Corporation shall be managed and all
corporate power shall be exercised under the ultimate direction of the Board of
Directors.

          Section 2.  Meetings.
                      -------- 

          A.  Regular meetings of the Board of Directors shall be held at such
     times and places as may from time to time be fixed by the Board of
     Directors or as may be specified in a notice of meeting.  Special meetings
     of the Board of Directors may be held at any time upon the call of the
     Chief Executive Officer and shall be called by the Chief Executive Officer
     or Secretary if directed by the Board of Directors.  Telegraphic or written
     notice of each special meeting of the Board of Directors shall be sent to
     each Director not less than two days before such meeting.  A meeting of the
     Board of Directors may be held without notice immediately after the annual
     meeting of the stockholders. Notice need not be given of regular meetings
     of the Board of Directors.

          B.  Members of the Board of Directors or any committee designated by
     the Board of Directors may participate in a meeting through use of
     conference telephone or similar communications equipment, so long as all
     members participating in such meeting can hear each other.  Such
     participation constitutes presence in person at such meeting.

          C.  Whenever notice is required to be given to any Director pursuant
     to Delaware law, the Corporation's Restated Certificate of Incorporation or
     these By-Laws, a written waiver thereof, signed by such Directors, whether
     before or after the time stated therein, shall be deemed equivalent to
     notice.  Attendance of a Director at a meeting shall constitute a waiver of
     notice of such meeting except when the Director attends the meeting for the
     express purpose of objecting, at the beginning of the meeting, to the
     transaction of any business because the meeting is not lawfully called or
     convened.  All such waivers, consents and approvals shall be filed with the
     corporate records or made a part of the minutes of the meeting.

          Section 3.   Quorum.  A majority of the total number of Directors
                       ------                                              
shall constitute a quorum for the transaction of business.   If a quorum is not
present at any meeting of the Board of Directors, the Directors present may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until such a quorum is present.  Except as otherwise provided by
law, the Restated Certificate of Incorporation of the Corporation, these By-Laws
or 

                                       3
<PAGE>
 
any contract or agreement to which the Corporation is a party, the act of a
majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for such meeting.

          Section 4.  Committees of Directors.  There shall be an Executive
                      -----------------------                              
Committee of one or more Directors.  There shall be an Audit Committee of one or
more independent Directors and a Compensation Committee of one or more
independent Directors.  The Board of Directors may, by resolution adopted by a
majority of the whole Board of Directors, designate one or more Directors to
constitute other committees.  In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another Director to act at the meeting in 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
applicable law in the State of Delaware, 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 corporate seal to be
affixed to all papers which may require it, but no such committee shall have the
power or authority with respect to:

          A.  Amending the Restated Certificate of Incorporation (except that a
     committee may, to the extent provided in the resolution or resolutions
     providing for the issuance of shares of stock adopted by the Board of
     Directors as provided in Section 151(a) of the Delaware General Corporation
     Law, fix the designations and of any of the preferences or rights of such
     shares relating to dividends, redemption, dissolution, any distribution of
     assets of the Corporation or the conversion into, or the exchange of shares
     for, shares of any other class or classes of stock of the Corporation or
     fix the number of shares of  any series of stock or authorize the increase
     or decrease of the shares of any series).

          B.  Adopting an agreement of merger or consolidation under Sections
     251 or 252 of the Delaware General Corporation Law.

          C.  Recommending to the stockholders the sale, lease or exchange of
     all or substantially all of the Corporation's property and assets.

          D.  Recommending to the stockholders a dissolution of the Corporation
     or a revocation of a dissolution.

          E.  Amending the By-Laws of the Corporation.

          F.  Unless the resolutions, By-Laws, or Restated Certificate of
     Incorporation expressly so provide, declaring a dividend, authorizing the
     issuance of stock or adopting a 

                                       4
<PAGE>
 
     certificate of ownership and merger pursuant to Section 253 of the Delaware
     General Corporation Law.

          Section 5.  Action Without Meeting.  Any action required or permitted
                      ----------------------                                   
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if all members of the Board of Directors or any
committee, as the case may be, consent in writing to such action and the writing
or writings are filed with the minutes or proceedings of the Board of Directors
or committee, as the case may be.

          Section 6.  Fees and Compensation.  Directors and members of
                      ---------------------                           
committees may receive such compensation, if any, for their services, and such
reimbursement of expenses, as may be fixed or determined by resolution of the
Board of Directors.

                                  ARTICLE III

                                   OFFICERS
                                   --------

          Section 1.  Officers.  The officers of the Corporation shall consist
                      --------                                                
of a President, a Secretary, a Treasurer and such other additional officers with
such titles as the Board of Directors shall determine, all of whom shall be
chosen by and shall serve at the pleasure of the Board of Directors.  Any number
of offices may be held by the same person.  Such officers shall have the usual
powers and shall perform all the usual duties incident to their respective
offices.  All officers shall be subject to the supervision and direction of the
Board of Directors.  The authority, duties or responsibilities of any officer of
the Corporation may be suspended by the President with or without cause.  Any
officer elected or appointed by the Board of Directors may be removed by the
Board of Directors with or without cause.

          Section 2.  Other Officers.  The Board of Directors, at its
                      --------------                                 
discretion, may appoint, or empower the President to appoint, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
or such other officers as the business of the Corporation may require, each of
whom shall hold office for such period, have such authority and perform such
duties as the Board of Directors or the President may from time to time
determine.

          Section 3.  Removal.  Any officer may be removed, either with or
                      -------                                             
without cause, by the Board of Directors, at any regular or special meeting
thereof, or, except in the case of an officer chosen by the Board of Directors,
by any officer upon whom such power of removal may be conferred by the Board of
Directors (subject, in each case, to the rights, if any, of an officer under an
employment contract).

          Section 4.  Resignation.  Any officer may resign at any time by giving
                      -----------                                               
written notice to the Board of Directors, the President, or to the Secretary of
the Corporation without prejudice to the rights, if any, of the Corporation
under any contract to which the officer is a party.  Any such resignation shall
take effect at the date of the receipt of such notice or at any 

                                       5
<PAGE>
 
later time specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

          Section 5.  Vacancies.  A vacancy in any office because of death,
                      ---------                                            
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these By-Laws for regular appointments to such office.

                                  ARTICLE IV

                                INDEMNIFICATION
                                ---------------

          Section 1.  Indemnification Rights.  To the fullest extent permitted 
                      ----------------------
by the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, the Corporation shall indemnify each current or former
Director, officer, employee or agent of the Corporation from and against any and
all expenses, liabilities or other matters referred to in or covered by the
General Corporation Law of the State of Delaware, including, without limitation,
by reason of his current or former position with the Corporation or by reason of
the fact that he is or was serving, at the request of the Corporation, as a
Director, officer, partner, trustee, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise.

          Section 2.  Nonexclusivity.  The indemnification provided for herein 
                      --------------
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any Bylaw, agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a Director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.
Except as may otherwise be specifically provided in these Bylaws, no provision
of these Bylaws is intended by the Corporation to be construed as limiting,
prohibiting, denying or abrogating any of the general or specific powers or
rights conferred under the General Corporation Law of the State of Delaware upon
the Corporation, upon its stockholders, bondholders and security holders, and
upon its Directors, officers, employees or agents, including in particular the
power of the Corporation to furnish indemnification to Directors, officers,
employees and agents in the capacities defined and prescribed by the General
Corporation Law of the State of Delaware and prescribed rights of said persons
to indemnification as the same are conferred by the General Corporation Law of
the State of Delaware.

          Section 3. Advancement of Expenses.  The rights granted herein shall 
                     -----------------------
include the right to be paid by the Corporation the expenses incurred in 
defending any proceeding in advance of its final disposition, provided, however,
that the payment of such expenses shall be made only upon delivery to the 
Corporation of an undertaking, by or on behalf of such Director, officer, 
employee or agent, to repay all amounts so advanced if it shall ultimately be 
determined that such Director, officer, employee or agent is not entitled to 
indemnification.

                                       6
<PAGE>
 
                                   ARTICLE V

                            SHARES AND STOCKHOLDERS
                            -----------------------

          Section 1.  Share Certificates.
                      ------------------ 

          A.  The Corporation shall issue a certificate or certificates
    representing shares of its capital stock. Each certificate so issued shall
    be signed by or in the name of the corporation by the President or a Vice
    President and by the Chief Financial Officer, Treasurer or an Assistant
    Treasurer or the Secretary or an Assistant Secretary of the Corporation and
    shall state the name of the record owner thereof and represent the number of
    shares registered in certificate form. Any or all of the signatures on the
    certificate may be a facsimile. In case any officer, transfer agent or
    registrar who has signed or whose facsimile signature has been placed upon a
    certificate shall have ceased to be such officer, transfer agent of
    registrar before such certificate is issued, such certificate may be issued
    by the Corporation with the same effect as if such person were an officer,
    transfer agent or registrar at the date of issue.

          B.  There shall be set forth on the face or back of a certificate
    which the Corporation shall issue to represent a class or series of stock
    one of the following: (1) a statement of the powers, designations,
    preferences and relative participating, optional or other special rights of
    each class of stock or series thereof and the qualifications, limitations or
    restrictions of such preferences and/or rights, or (2) a summary of the
    statement described in subsection 1.B.(1) above. If a security of the
    corporation is subject to a restriction on the transfer or registration
    thereof, such restriction shall be noted, in writing, conspicuously upon the
    certificate representing the security.

          C.  The Corporation may, but shall not be required to, issue
    certificates representing a fraction of a share and, in this event, the
    holder thereof shall have all the rights appurtenant to ownership of that
    interest in the Corporation. If the Corporation elects not to issue
    certificates representing a fraction of a share to the persons entitled
    thereto, it shall, at its election, either:

              (1) Arrange for disposition of the fractional interest by those
          entitled thereto.

              (2) Pay in cash the fair value of fractions of a share as of the
          time when those entitled to receive such fractions are determined.

              (3) Issue scrip or warrants in registered or bearer which
          entitles the holder to receive a full share upon surrender of such
          scrip or warrants aggregating one or more full shares, which scrip or
          warrants may, if the Board of Directors elects, either become (i) void
          if not so surrendered on or before a specified date, or 

                                       7
<PAGE>
 
          (ii) subject to such other conditions or limitations as may be
          designated by the Board of Directors.

          Section 2.  Transfer of Certificates.  Where a certificate for shares
                      ------------------------                                 
is presented to the Corporation or its transfer clerk or transfer agent with a
request to register a transfer of shares, the Corporation is under a duty to
register the transfer, cancel the certificate presented, and issue a new
certificate if:  (a) the certificate is endorsed or the instructions were
originated by the appropriate person or persons; (b) reasonable assurance is
given that those endorsements or instructions are genuine and effective; (c) the
Corporation has no duty to inquire into adverse claims or has discharged any
such duty; (d) any applicable law relating to the collection of taxes has been
complied with; and (e) reasonable assurance is given that the transfer is in
fact rightful or is to a bona fide purchaser.

          Section 3.  Lost Certificates.  Where a certificate is alleged to have
                      -----------------                                         
been lost, destroyed or wrongfully taken, the Corporation shall issue a new
certificate in place of the original if the owner:  (a) so requests, in writing,
before the Corporation has notice that the certificate has been acquired by a
bona fide purchaser; and (b) if so requested by the Board of Directors, gives
the Corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, destruction or wrongful taking
of such certificate or the issuance of such new certificate.  Except as provided
above, no new certificate for shares shall be issued in lieu of an old
certificate unless the Corporation is ordered to do so by a court judgment in an
action brought in a court of appropriate jurisdiction.

          Section 4.  Registration of Shares.  The Corporation shall recognize
                      ----------------------                                  
the person or persons registered in its stock ledger as the exclusive owner and
holder of the shares registered in his name and as the "stockholder" for all
purposes herein with the exclusive rights inter alia to vote the shares, to
                                          ----- ----                       
receive dividends declared with respect to the shares, to transfer the shares to
others, and to exercise any other rights of stockholders.  the Corporation shall
have no obligation to recognize any equitable or other claim or interest in any
shares on the part of any person or persons other than the registered owner, as
set forth in the stock ledger, whether or not the Corporation shall have any
notice thereof, except as may otherwise be provided by the laws of the State of
Delaware.  "Shares" for the purposes hereof, shall mean shares of the
Corporation's stock authorized by its Restated Certificate of Incorporation and
registered in the stock ledger as issued and outstanding, including any one or
more classes of stock so authorized and whether or not such share is deemed to
have voting or other privileges.

                                  ARTICLE VI

                              GENERAL PROVISIONS
                               ------------------

          Section 1.  Notices.  Whenever any statute, the Restated Certificate
                      -------                                                 
or Incorporation or these By-Laws requires notice to be given to any Director or
stockholder, such notice may be given in writing by mail, addressed to such
Director or stockholder at his address as it appears on the records of the
Corporation, with postage thereon prepaid.  Such notices shall 

                                       8
<PAGE>
 
be deemed to have been given when it is deposited in the United States mail.
Notice to Directors may also be given by telecopy.

          Section 2.  Fiscal Year.  The fiscal year of the Corporation shall be
                      -----------                                              
fixed by the Board of Directors.

          Section 3.  Record Date; Books and Records.
                      ------------------------------ 

          A.  The Board of Directors may fix, in advance, a record date for the
     determination of the stockholders entitled to notice of and to vote at any
     meeting of stockholders, to receive any report, to receive any dividend or
     distribution, or any allotment of rights, or to exercise rights in respect
     to any change, conversion, or exchange of shares.

          B.  The Corporation shall keep adequate and correct books and records
     of account and shall keep minutes of the proceedings of its stockholders,
     Board of Directors and committees of the Board of Directors and shall keep
     at its principal executive office or at the office of its transfer agent or
     registrar, a record of its stockholders, giving the names and addresses of
     all stockholders and the number and class of shares held by each. Such
     minutes shall be kept in written form.  Such other books and records shall
     be kept either in written form or in any other form capable of being
     converted into written form.

          Section 4.  Check, Drafts, Etc.  All checks, drafts or other orders
                      -------------------                                    
for payment of money, notes or other evidences of indebtedness, issued in the
name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board of Directors.

          Section 5.  Authority to Execute Contracts.  The Board of Directors
                      ------------------------------                         
may authorize any officer or officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
Corporation, subject to the applicable laws of the State of Delaware. Such
authority may be general or confined to specific instances and, unless so
authorized by the Board of Directors, no officer, agent or employee shall have
any power or authority to bind the Corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose or to any amount.

          Section 6.  Representation of Shares of Other Corporations.  The
                      ----------------------------------------------      
President or any Vice President and the Secretary or any Assistant Secretary of
this Corporation are authorized to vote, represent and exercise on behalf of
this Corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of this Corporation.  The
authority herein granted to said officers to vote or represent on behalf of this
Corporation any and all shares held by this Corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
other person authorized so to do by proxy or power of attorney duly executed by
said officers.

                                       9
<PAGE>
 
          Section 7.  Construction and Definitions.  Unless the context
                      ----------------------------                     
otherwise requires, the general provisions, rules of construction and
definitions contained in the General Corporation Laws of the State of Delaware
shall govern the construction of these By-Laws.  Without limiting the generality
of the foregoing, the masculine gender includes the feminine and neuter, the
singular number includes the plural and the plural number includes the singular,
and the term "person" includes a corporation as well as a natural person.

     The undersigned, being the Secretary of All American Communications, Inc.,
hereby certifies that the foregoing Bylaws were adopted as the restated Bylaws
of said corporation by its Board of Directors on February 25, 1991.

DATED:  September 30, 1997

                              /s/ Paul Pavlis
                              ________________________________________
                              Paul Pavlis, Secretary

                                       10
