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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                 AMENDMENT NO. 1

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001

                         Commission File Number 1-14472

                             CORNELL COMPANIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                Delaware                               76-0433642
    (State or other jurisdiction of         (IRS Employer Identification No.)
     Incorporation or organization)

   1700 West Loop South, Suite 1500,
             Houston, Texas                               77027
(Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code       (713) 623 - 0790

Securities registered pursuant to Section 12(b) of the Act:

          TITLE OF EACH CLASS                     NAME OF STOCK EXCHANGE
         ---------------------                   ------------------------

Common Stock, $.001 par value per share          New York Stock Exchange
    Preferred Stock Purchase Rights              New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  NONE

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. YES X NO ___

Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

At March 28, 2002, Registrant had outstanding 13,056,903 shares of its common
stock. The aggregate market value of the Registrant's voting stock held by
non-affiliates at this date was approximately $134,805,000 based on the closing
price of $10.80 per share as reported on the New York Stock Exchange. For
purposes of the foregoing calculation, all directors and officers of the
Registrant have been deemed to be affiliates, but the Registrant disclaims that
any of such directors or officers is an affiliate.

                  Documents Incorporated by Reference: None


<PAGE>

                               EXPLANATORY NOTE

      On April 16, 2002, Cornell Companies, Inc. (the "Company") filed with the
Securities and Exchange Commission (the "SEC") its Annual Report on Form 10-K
for the year ended December 31, 2001 (the "Initial Form 10-K"). In accordance
with the SEC rules, the Company incorporated by reference Part III of the
Initial Form 10-K from the Proxy Statement to be filed by the Company in
connection with its 2002 Annual Stockholders' Meeting, which the Company
anticipated filing on or before April 30, 2002. Since filling the Initial Form
10-K, the Company has determined that it will not file its Proxy Statement prior
to the April 30 deadline and, in accordance with SEC rules, must file an
amendment to its Initial Form 10-K to include the disclosures required by Part
III of Form 10-K. This Amendment No. 1 on Form 10-K/A amends Part III of the
Initial Form 10-K in order to include those disclosures required by Part III of
Form 10-K. It also amends Part IV to include an exhibit that was not available
when the Company filed its Initial Form 10-K.

                                   PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

      The following table lists the names, ages and positions of the Company's
directors as of April 16, 2002. There are no family relationships between any of
the directors or officers.

<TABLE>
<CAPTION>
       NAME                                               AGE       POSITION
       ----                                              ----       --------
<S>                                                       <C>       <C>
       Anthony R. Chase..............................     47        Director
       James H. S. Cooper............................     47        Director
       David M. Cornell..............................     66        Director
       Peter A. Leidel...............................     45        Director
       Arlene R. Lissner.............................     71        Director; Director of Special Projects
       Steven W. Logan...............................     40        Director; President
       Harry J. Phillips, Jr.........................     52        Director; Chairman of the Board; Executive
                                                                    Chairman
       Tucker Taylor.................................     63        Director
       Marcus A. Watts...............................     44        Director

</TABLE>

      ANTHONY R. CHASE has been a director of the Company since October 1999.
Mr. Chase has served as Chairman and Chief Executive Officer of ChaseCom Limited
Partnership since December 1998 and as President and Chief Executive Officer of
Faith Broadcasting, L.P. since November 1993. Mr. Chase is also Chairman of the
Board of the Telecom Opportunity Institute, a national, non-profit organization
founded by ChaseCom Limited Partnership to increase career, education and job
training opportunities in the telecommunications industry for people in
historically underserved communities. Mr. Chase is a Professor of Law at the
University of Houston Law Center. Mr. Chase is a director of Leap Wireless
International, Inc., a nationwide provider of wireless phone service, a director
of Northern Trust Bank of Texas, and a Member of the Council on Foreign
Relations.

      JAMES H. S. COOPER has been a director of the Company since October 1999.
Mr. Cooper is the founder and Chairman of Brentwood Capital Advisors LLC of
Brentwood, Tennessee, where he has been since May 1999. Mr. Cooper was a
Managing Director of SunTrust Equitable Securities Corporation of Nashville,
Tennessee (and its predecessor, Equitable Securities Corp.) from April 1995 to
April 1999, and served as Congressman, 4th District of Tennessee in the United
States House of Representatives from 1983 to 1995. Mr. Cooper has also been an
Adjunct Professor at the Owen School of Management at Vanderbilt University
since 1995. Mr. Cooper serves as a director of several private companies.

      DAVID M. CORNELL has been a director since our founding and was Chairman
of the Board from our founding until September 2000. Mr. Cornell also served as
President and Chief Executive Officer of the Company from our founding until
August 1999.


                                       1
<PAGE>

      PETER A. LEIDEL has been a director since May 1991 and has been Chairman
of the Board from September 2000 to July 2001. Mr. Leidel is founder and
Managing Director of Yorktown Partners LLC, and a partner of Ticonderoga
Capital, both of which manage private investment funds. In September 1997, Mr.
Leidel resigned as Senior Vice President of Dillon Read & Co, Inc. (a
predecessor of UBS PaineWebber Inc.) where he worked since 1983 managing private
investment funds. Mr. Leidel is a director of Willbros Group, Inc., an oil and
gas industry contractor, Carbon Energy Corporation, an oil and gas exploration
company, and several private companies.

      ARLENE R. LISSNER has been a director since September 1997 when we
acquired Abraxas, and is Director of Special Projects. Ms. Lissner founded
Abraxas in 1973, where she served as President and Chief Executive Officer until
1977, at which time she left that position to become Chairperson of the Board of
Directors of Abraxas. Ms. Lissner resumed her role as President and Chief
Executive Officer of Abraxas from April 1996 through September 1997.

      STEVEN W. LOGAN has been a director and the President since August 1999 .
Mr. Logan served as Chief Executive Officer from August 1999 to April 2002 and
as Chairman of the Board from July 2001 to February 2002. Prior to August 1999,
Mr. Logan served as Executive Vice President from April 1998 and was Chief
Operating Officer from April 1998 through December 1998. Previously, Mr. Logan
served as Senior Vice President from November 1997 to April 1998, and Chief
Financial Officer, Treasurer and Secretary from 1993 to April 1998. From 1984 to
1993, Mr. Logan served in various positions with Arthur Andersen LLP, Houston.

      HARRY J. PHILLIPS, JR. has been a director since January 2001. Mr.
Phillips was named Chairman of the Board of Directors of the Company on February
6, 2002 and Executive Chairman of the Company on April 16, 2002. Mr. Phillips is
President of Timberlake Interests, Inc. and Phillips Investments, Inc. Mr.
Phillips previously served as Chairman and Chief Executive Officer of American
Ecology Corporation from 1992 to 1995. Mr. Phillips is a director of Conservatek
Industries, Inc. and Aeriform, Inc.

      TUCKER TAYLOR has been a director since October 1996. Mr. Taylor has been
President of CBCA, Inc., a company that administers health benefits for
self-insured employers, since July 2000. From 1992 to 1999, Mr. Taylor was
Executive Vice President of Medical Care International and, after an
acquisition, a Senior Vice President at Columbia/HCA. Mr. Taylor is also a
director of SuperShuttle, a privately held ground transportation company, and
Alta Healthcare Systems, a privately held hospital company.

      MARCUS A. WATTS has been a director since January 2001. Mr. Watts is a
partner of the law firm of Locke Liddell & Sapp LLP where he has practiced
corporate and securities law since 1984. Mr. Watts is a director of Aeriform,
Inc. and serves on the board of various civic and charitable organizations.

DIRECTOR COMPENSATION

      Ms. Lissner does not receive compensation for serving as a director. In
2001, Messrs. Chase, Cooper, Cornell, Leidel, Phillips, Taylor and Watts
received an annual fee of $15,000, a fee of $1,500 for attendance at each
Board of Directors meeting and a fee of $1,000 for attendance at each
committee meeting (unless held on the same day as a Board of Directors
meeting). In February 2000, the Board approved the payment of fees in cash or
common stock of the Company, at the election of the director, subject to the
provisions of the Cornell Companies, Inc. 2000 Directors Stock Plan, which
was adopted by stockholders at the Company's 2001 Annual Meeting. In January
2001, the Company granted to Mr. Phillips and Mr. Watts nonqualified options
to purchase 15,000 shares of Common Stock under the 1996 Plan in connection
with their appointment to the Board. The options to Messrs. Phillips and
Watts vested 25% on the date of the grant and the remainder vest ratably over
three years with a term of 10 years and have a per share exercise price equal
to the market value of a share of Common Stock on the date of the grant.
Additionally, Messrs. Chase, Cooper, Cornell, Leidel and Taylor were each
granted nonqualified options to purchase 2,000 shares of Common Stock under
the 1996 Plan in January 2001. These options vested 100% on the date of the
grant with a term of 10 years and have a per share exercise price equal to
the market value of a share of Common Stock on December 31, 2000. All
directors are reimbursed for out-of-pocket expenses incurred in attending
meetings of the Board of Directors or committees thereof and for other
expenses incurred in their capacity as directors.


                                       2
<PAGE>

EXECUTIVE OFFICERS AND OTHER KEY EMPLOYEES

      The following table sets forth the names, ages and positions of the
persons who are not directors and who are executive officers and other key
employees of the Company as of April 16, 2002:

<TABLE>
<CAPTION>
      NAME                                         AGE                        POSITION
      ----                                         ---                        --------
<S>                                                <C>          <C>
      Leslie A. Balonick....................       50           Vice President, Mid-West Region
      Luis A. Collazo.......................       35           Corporate Controller and Chief Accounting Officer
      John C. Godlesky......................       55           Vice President, Eastern Region
      John L. Hendrix.......................       53           Senior Vice President and Chief Financial Officer
      Gary L. Henman........................       62           Vice President, Adult Secure Institutions
      Thomas R. Jenkins.....................       54           Senior Vice President and Chief Operating Officer
      Kevin B. Kelly........................       39           Treasurer and Corporate Secretary
      Patrick N. Perrin.....................       41           Vice President and Chief Administrative Officer
      Laura J. Shol.........................       47           Vice President, Western Region
      Kevin T. Smyley.......................       51           Managing Director, Business Development
      Marvin H. Wiebe, Jr...................       54           Senior Vice President

</TABLE>

      LESLIE A. BALONICK has been Vice President, Mid-West Region since we
acquired Interventions in November 1999. She previously served as Acting
Clinical Director for BHS Consulting Corp. from September 1998 to November 1999
and as Director of Planning and Business Development from 1996 to August 1998.
From 1991 to 1996, she served as Regional Manager for Interventions. Ms.
Balonick serves as a member of the Women's Committee of the Illinois Department
of Human Services, Office of Alcoholism and Substance Abuse Advisory Board and
is a Clinically Certified Substance Abuse Counselor.

      LUIS A. COLLAZO has been Corporate Controller and Chief Accounting Officer
since November 1999. Prior to November 1999, Mr. Collazo served as Corporate
Controller and Vice President of Accounting and Business Processes for IKON
Document Services, a division of IKON Office Solutions from September 1993 to
November 1999. Mr. Collazo is a Certified Public Accountant.

      JOHN C. GODLESKY has been Vice President, Eastern Region, since November
1999 and Vice President, Juvenile since January 1999. He previously served as
Director, Division of Residential Programs of Abraxas from June 1993 to December
1998, and was responsible for the overall development, direction and management
of Abraxas' juvenile residential programs.

      JOHN L. HENDRIX has been Senior Vice President and Chief Financial Officer
since September 1999. Mr. Hendrix previously served as Senior Vice President and
Chief Financial Officer of GC Services from 1998 to August 1999. From 1996 to
1998, Mr. Hendrix served as Senior Vice President and Chief Financial Officer of
APS Holding Corporation. Mr. Hendrix served as Senior Vice President and Chief
Financial Officer at Kay-Bee Toy Stores in 1996 and held various senior
financial positions at Kay-Bee Toy Stores since 1991. Mr. Hendrix is a Certified
Public Accountant.

      GARY L. HENMAN has been Vice President, Adult Secure Institutions since
October 1998 and National Director of Quality Assurance since June 1998. He was
previously an associate professor at Louisiana State University from 1997 to
September 1998. From 1973 to 1997, Mr. Henman was with the Federal Bureau of
Prisons ("FBOP"), progressing to Deputy Regional Director and Warden of five
facilities, including the United States Penitentiaries at Leavenworth, Kansas
and Marion, Illinois. Mr. Henman was Chairman of both the FBOP High Security
Facility Task Force and the FBOP Task Force on Vocational Training.

      THOMAS R. JENKINS has been Senior Vice President since May 1999 and Chief
Operating Officer of the Company since January 1999. Mr. Jenkins previously
served as Vice President, Juvenile since September 1997. From November 1995
through September 1997 he served as Vice President---Operations of Abraxas. From
1973 through November 1995, Mr. Jenkins served with the Department of Public
Welfare, Commonwealth of Pennsylvania in various capacities ranging from
Director of various juvenile facilities to Director of the Pennsylvania Child
Welfare Services.


                                       3
<PAGE>

      KEVIN B. KELLY has served as Treasurer and Corporate Secretary since
November 1999 and was Corporate Controller and Chief Accounting Officer from
January 1996 to November 1999. Prior to January 1996, Mr. Kelly was Assistant
Controller and Corporate Financial Reporting Manager for American Ecology
Corporation from 1993 to 1995. Mr. Kelly is a Certified Public Accountant.

      PATRICK N. PERRIN has been Vice President since June 2001 and Chief
Administrative Officer since November 1998. Prior to November 1998, Mr. Perrin
served as Corporate Director of Risk Management, Employee Benefits and
Retirement Plans for Tracor, Inc. from November 1991 to October 1998.

      LAURA J. SHOL has been Vice President, Western Region since November 1999
and as Vice President, Pre-Release since November 1997, and was Managing
Director of Pre-Release Centers since May 1997. She previously served as
Director of Community Corrections of the Company from June 1996 through May
1997, and was Senior Regional Administrator of Eclectic from 1986 to June 1996.

      KEVIN T. SMYLEY has been Vice President, Business Development since
January 2002 and was Managing Director, Business Development from January 2001
through December 2001. Mr. Smyley was Director of Public Policy since September
1999 and a Vice President of Cornell Interventions, Inc., one of our
subsidiaries, since July 1999. From 1997 to 1999, Mr. Smyley served as
Co-Executive Director and Project Manager for the Kid's Stuff Foundation. From
1991 to 1997, Mr. Smyley worked for Lockheed Martin IMS serving as Vice
President of Criminal Justice Services from 1995 to 1997. Mr. Smyley is a member
of the National Organization of Black Law Enforcement Executives, the ACA and
the American Probation and Parole Association.

      MARVIN H. WIEBE, JR. has been Senior Vice President since November 1997
and Vice President since we acquired Eclectic Communications, Inc. in 1994. He
was previously Vice President---Administration and Finance, Vice
President---Secure Detention and Chief Financial Officer of Eclectic, where he
was employed for 11 years. Mr. Wiebe has served as President of the
International Community Corrections Association and as an auditor for the ACA
Commission on Accreditation for Corrections and is a member of the International
Community Corrections Association, the California Probation Parole &
Correctional Association and the ACA.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers to file
with the Securities and Exchange Commission and the New York Stock Exchange
initial reports of ownership and reports of changes in ownership of Common
Stock. Based solely on a review of the copies of such reports furnished to the
Company and written representations that no other reports were required, the
Company believes that all its directors and executive officers during 2001
complied on a timely basis with all applicable filing requirements under Section
16(a) of the Exchange Act, except that Tucker Taylor, director of the Company,
did not timely file a Form 4.

ITEM 11.  EXECUTIVE COMPENSATION

      The following table sets forth compensation information for the chief
executive officer and the four other most highly compensated executive officers
(the "named executive officers") of the Company during the Company's fiscal
years 2001, 2000 and 1999.



                                       4

<PAGE>

<TABLE>
<CAPTION>
                                                            SUMMARY COMPENSATION TABLE


                                                                                                  LONG-TERM
                                                               ANNUAL COMPENSATION               COMPENSATION
                                                           ----------------------------         ---------------
                                                                                                  SECURITIES            ALL
                                           FISCAL                                                 UNDERLYING           OTHER
NAME AND PRINCIPAL POSITION                 YEAR            SALARY             BONUS               OPTIONS         COMPENSATION(1)
---------------------------                ------          --------          ---------          --------------    ----------------
                                                             ($)                ($)                   (#)               ($)
<S>                                         <C>            <C>                <C>                    <C>                <C>
Steven W. Logan (2).................        2001           425,000            80,000                 75,000             6,128
    President and Chief                     2000           300,000               ---                 36,667             5,441
    Executive Officer                       1999           252,404               ---                100,000             5,380


John L. Hendrix (3).................        2001           250,000            65,000                    ---             4,802
    Senior Vice President and Chief         2000           225,000               ---                 70,000             1,744
    Financial Officer                       1999            64,904               ---             100,000(4)             1,869

Thomas R. Jenkins...................        2001           250,000            80,000                    ---             5,952
    Senior Vice President and Chief         2000           180,000               ---                 33,333             5,062
    Operating Officer                       1999           158,557               ---                    ---            17,805

Patrick N. Perrin...................        2001           150,000            30,000                    ---             1,920
    Vice President and Chief                2000           135,000               ---                  7,500             2,794
    Administrative Officer                  1999           120,000               ---                    ---               ---
Kevin T. Smyley (5) ................        2001           140,000            25,000                    ---             1,056
    Vice President, Business                2000           140,000               ---                    ---               239
    Development                             1999            66,912               ---                 20,000               ---

</TABLE>

---------------

(1)   Amounts in 2001 for Messrs. Logan, Hendrix, Jenkins, Perrin and Smyley
      include (i) the Company's 401(k) matching contributions of $5,678, $4,250,
      $5,400, $1,800 and $808, respectively, and (ii) group term life insurance
      premiums of $450, $552, $552, $120 and $248, respectively.

(2)   Mr. Logan served as Chief Executive Officer from August 1999 to April
      2002.

(3)   Mr. Hendrix has served as Senior Vice President and Chief Financial
      Officer since September 1999.

(4)   These options are no longer outstanding.

(5)   Mr. Smyley has been employed by the Company since July 1999.

      The following table presents information regarding options granted to each
of the named executive officers in 2001.

<TABLE>
<CAPTION>
                                                      OPTION GRANTS IN 2001

                                                  PERCENTAGE OF                                       POTENTIAL REALIZABLE VALUE AT
                                  NUMBER OF           TOTAL                                           ASSUMED RATES OF STOCK PRICE
                                  SECURITIES         OPTIONS                                                 APPRECIATION
                                  UNDERLYING        GRANTED TO        EXERCISE                            FOR OPTION TERM(1)
                                   OPTIONS          EMPLOYEES          PRICE         EXPIRATION       -----------------------------
            NAME                   GRANTED           IN 2001         PER SHARE          DATE              5%               10%
           ------                ------------    ---------------    ------------    ------------      ----------       ----------
<S>                                 <C>                <C>             <C>            <C>              <C>             <C>
Steven W. Logan...........          75,000             51.7%           $16.25         12/4/11          $766,465        $1,942,374
John L. Hendrix...........           ---               ---              ---             ---               ---              ---
Thomas R. Jenkins.........           ---               ---              ---             ---               ---              ---
Patrick N. Perrin.........           ---               ---              ---             ---               ---              ---
Kevin T. Smyley...........           ---               ---              ---             ---               ---              ---

</TABLE>


                                       5
<PAGE>

----------------

(1)   The values shown are based on the indicated assumed annual rates of
      appreciation compounded annually. Actual gains realized, if any, on stock
      option exercises and Common Stock holdings are dependent on the future
      performance of the Common Stock and overall stock market conditions. There
      can be no assurance that the values shown in this table will be achieved.

      The following table presents information regarding options exercised in
2001 and the value of options outstanding at December 31, 2001 for each of the
named executive officers.


             AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                        FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                                NUMBER OF SECURITIES                    VALUE OF UNEXERCISED
                              NUMBER OF                        UNDERLYING UNEXERCISED                 IN-THE-MONEY OPTIONS AT
                           SHARES ACQUIRED      VALUE        OPTIONS AT FISCAL YEAR END                  FISCAL YEAR END(1)
NAME                         ON EXERCISE      REALIZED     EXERCISABLE      UNEXERCISABLE(2)      EXERCISABLE     UNEXERCISABLE(2)
----                       ---------------    --------    -------------    -----------------    --------------    ----------------
<S>                                                          <C>               <C>                <C>                <C>
Steven W. Logan........         ---              ---         197,374           151,667            $2,277,276         $823,838
John L. Hendrix........         ---              ---          24,000            46,000              $307,600         $597,900
Thomas R. Jenkins......         ---              ---          22,999            25,335              $180,987         $294,477
Patrick N. Perrin......         ---              ---          10,500            12,000               $37,035          $92,940
Kevin T. Smyley .......         ---              ---           8,000            12,000               $20,200          $30,300

</TABLE>

---------------

(1)   The excess, if any, of the market value of Common Stock at December 31,
      2001 ($17.65) over the option exercise price(s).

(2)   All of these options become immediately exercisable upon a change in
      control of the Company.

EMPLOYMENT AGREEMENTS

      Effective as of September 1, 1999, the Company entered into a consultant
agreement with David M. Cornell. As compensation for his services, the Company
agreed to pay Mr. Cornell an annual salary of at least $255,000 for each of the
first four years of the seven-year initial term of the consultant agreement and
an annual salary of at least $180,000 for each of the last three years of the
seven-year initial term. If the Company and Mr. Cornell agree to renew the
consultant agreement for an additional three-year renewal term, the Company has
agreed to pay Mr. Cornell an annual salary of at least $300,000 for each of the
three years of the renewal term.

      As additional compensation for his services, the Company has agreed to pay
Mr. Cornell an annual bonus, subject to certain limitations, equal to $75,000
during the first four years of the initial term and an annual bonus of $60,000
during the last three years of the initial term and during any renewal term. The
Company has also agreed to grant Mr. Cornell options to purchase an aggregate of
120,000 shares of the Common Stock in four equal annual installments beginning
on September 1, 2000. The options have an exercise price equal to the fair
market value of the Common Stock on the date of grant and vest at the time such
options are granted.

      In September 1997, Cornell Abraxas Group, Inc., a Delaware corporation and
a wholly-owned subsidiary of the Company, and the Company entered into
employment agreements with Arlene R. Lissner and Thomas R. Jenkins. As
compensation for their services, Cornell Abraxas Group, Inc. agreed to pay Ms.
Lissner an annual salary of at least $125,000 for a period of three years and
Mr. Jenkins an annual salary of at least $105,000 for a period of three years.
As additional compensation for their services under the employment agreements,
in September 1999 Ms. Lissner and Mr. Jenkins were each granted options to
purchase 10,000 shares of the Common Stock. Ms. Lissner's options have an
exercise price equal to half of the fair market value of the Common Stock on the
date of grant. Her options vested 20% on September 9, 1998 and 20% on September
9, 1999,



                                       6
<PAGE>

with the remainder vesting on September 9, 2000. Mr. Jenkins' options have an
exercise price equal to the fair market value of the Common Stock on the date of
grant. His options vested 20% on September 9, 1998 and 20% on September 9, 1999,
with the remainder vesting 20% on each September 9 thereafter until fully
vested. The Company is a party to the employment agreements solely to guarantee
the performance of Cornell Abraxas Group, Inc.'s obligations thereunder.

SEVERANCE AGREEMENTS

      In December 1999, the Company entered into severance agreements with John
L. Hendrix, Thomas R. Jenkins, Arlene R. Lissner and Steven W. Logan. If a
listed officer's employment with the Company is terminated for any reason within
a year after a change in control (as defined in the severance agreements), the
Company has agreed that all stock options, restricted stock awards and similar
awards granted to the terminated officer by the Company prior to the termination
date will vest immediately on the termination date. In addition, the Company has
agreed to make the following severance payments upon such a termination:

      (i)   with respect to Mr. Logan, a payment equal to four times the sum of
            (a) his highest annual base salary as of the termination date and
            the change in control date and (b) the average annual bonus paid to
            him by the Company or its affiliates in respect of the two most
            recent full fiscal years (or one year if not employed for two years)
            ending on or prior to the termination date;

      (ii)  with respect to each of Mr. Hendrix and Mr. Jenkins, a payment equal
            to two times the sum of (a) his highest annual base salary as of the
            termination date and the change in control date and (b) the average
            bonus paid to him by the Company or its affiliates in respect of the
            two most recent full fiscal years (or one year if not employed for
            two years) ending on or prior to the termination date; and

      (iii) with respect to Ms. Lissner, a payment equal to the sum of (a) her
            highest annual base salary as of the termination date and the change
            in control date and (b) the average bonus paid to her by the Company
            or its affiliates in respect of the two most recent full fiscal
            years (or one year if not employed for two years) ending on or prior
            to the termination date.

      The Company has agreed to pay the severance amounts in a lump sum in cash
(i) on the termination date if the Company terminates the officer and (ii)
within 30 days after the termination date if the officer's employment is
terminated by the officer or upon the officer's death or retirement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      The members of the Compensation Committee of the Board are Messrs. Chase,
Leidel and Taylor. None of these directors has at any time been an officer or
employee of the Company and none of these directors serves as a member of the
board of directors or compensation committee of any entity that has one or more
executive officers serving as a member of the Company's Board or Compensation
Committee.

ITEM 12.    SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
       AND RELATED STOCKHOLDER    MATTERS

      The following table sets forth information with respect to the shares of
Common Stock (the only outstanding class of voting securities of the Company)
owned of record and beneficially as of April 23, 2002, unless otherwise
specified, by (i) all persons known to possess voting or dispositive power over
more than 5% of the Common Stock, (ii) each director and named executive
officer, and (iii) all directors and executive officers of the Company as a
group:



                                       7
<PAGE>

<TABLE>
<CAPTION>
                                                                                      AMOUNT AND NATURE OF           PERCENTAGE
                                                                                    BENEFICIAL OWNERSHIP (1)          OF CLASS
                                                                                    ------------------------        ------------
<S>                                                                                         <C>                         <C>
 FMR Corp.(2)................................................................               1,793,220                  13.7%
     82 Devonshire Street
     Boston, Massachusetts 02109
 Royce & Associates, Inc. (3)................................................               1,092,200                   8.4%
     1414 Avenue of the Americas
     New York, New York 10019
 Wellington Management Company, LLP (4)......................................                 889,200                   6.8%
     75 State Street
     Boston, Massachusetts 02109
 Caxton Associates, L.L.C.(5)................................................                 798,000                   6.1%
     Princeton Plaza, Building 2
     731 Alexander Road
     Princeton, New Jersey 08540
 Dimensional Fund Advisors Inc.(2)...........................................                 725,800                   5.6%
     1299 Ocean Avenue, 11th Floor
     Santa Monica, California 90401
 Anthony R. Chase............................................................                  19,157                     *
 James H. S. Cooper..........................................................                  30,229                     *
 David M. Cornell (6)........................................................                 382,393                   2.9%
 John L. Hendrix.............................................................                  48,862                     *
 Thomas R. Jenkins...........................................................                  39,521                     *
 Peter A. Leidel.............................................................                  80,886                     *
 Arlene R. Lissner...........................................................                  17,375                     *
 Steven W. Logan.............................................................                 336,457                   2.5%
 Patrick N. Perrin...........................................................                  65,988                     *
 Harry J. Phillips, Jr.......................................................                  57,500                     *
 Kevin T. Smyley.............................................................                  16,588                     *
 Tucker Taylor...............................................................                  37,812                     *
 Marcus A. Watts.............................................................                  11,617                     *

 All directors and executive officers as a group (13 persons)................               1,144,385                   8.4%

</TABLE>

-----------------

 *    Less than 1.0%.

(1)   Shares of Common Stock listed include shares subject to stock options
      exercisable within 60 days (15,250 for Mr. Chase, 15,250 for Mr. Cooper,
      141,334 for Mr. Cornell, 24,000 for Mr. Hendrix, 23,999 for Mr. Jenkins,
      12,833 for Mr. Leidel, 14,000 for Ms. Lissner, 204,874 for Mr. Logan,
      10,500 for Mr. Perrin, 7,500 for Mr. Phillips, 8,000 for Mr. Smyley,
      20,333 for Mr. Taylor, 7,500 for Mr. Watts, and 505,373 for all the above
      as a group).

(2)   Based on a filing made with the SEC reflecting ownership of Common Stock
      as of December 31, 2001. The filing indicates sole voting power with
      respect to 39,500 shares of Common Stock and sole dispositive power with
      respect to 1,793,220 shares of Common Stock.


                                       8
<PAGE>

(3)   Based on a filing made with the SEC reflecting ownership of Common Stock
      as of December 31, 2001. The filing indicates sole voting and dispositive
      power with respect to the referenced shares of Common Stock.

(4)   Based on a filing made with the SEC reflecting ownership of Common Stock
      as of December 31, 2001. The filing indicates shared voting power for
      550,100 shares of Common Stock and shared dispositive power for 889,200
      shares of Common Stock.

(5)   Based on a filing made with the SEC reflecting ownership of Common Stock
      as of January 31, 2002. The filing indicates shared voting power and
      shared dispositive power for 798,000 shares of Common Stock.

(6)   Mr. Cornell has sole voting power for 382,393 shares of Common Stock and
      sole dispositive power for 362,428 shares of Common Stock, of which
      141,334 shares are subject to stock options exercisable within 60 days.
      The total includes 19,965 shares over which Jane B. Cornell, the former
      wife of David M. Cornell, has sole dispositive power and, pursuant to a
      voting agreement, over which Mr. Cornell has sole voting power.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      At December 31, 2001, the Company had notes and accrued interest
receivable from Mr. Cornell, a Director, and Mr. Logan, Company President, in
the amounts of $746,386 and $364,165, respectively. These amounts were the
largest amount of indebtedness outstanding at any time during 2001. Interest on
the notes, which were incurred upon the exercise of stock options and in
connection with other personal matters, is charged annually at a rate of 6.63%
and the notes mature in June 2004.

      In September 1997, in connection with the acquisition of Abraxas, the
Company entered into a covenant not to compete agreement with Ms. Lissner
pursuant to which she agreed for a period of 20 years not to: (i) engage in any
business in competition with any business operation of the Company or its
affiliates; (ii) request that any customer or supplier of the Company or any of
its affiliates curtail or cancel its business with the Company or any such
affiliate; or (iii) induce or attempt to influence any employee of the Company
or any of its affiliates to terminate his or her employment with the Company or
any such affiliate, or hire or retain the services of any such employee. In
consideration of Ms. Lissner's agreements, the Company agreed to pay Ms. Lissner
10 annual installments of $60,000 each beginning on January 2, 1998. Such
payments may be accelerated upon the mutual agreement of Ms. Lissner and the
Company.

      Effective as of September 1, 1999, as part of the consultant agreement
that the Company entered into with Mr. Cornell, Mr. Cornell agreed for a period
of 10 years not to: (i) within the United States, transact or take part in any
competitive business (as defined in the consultant agreement) or render any
service to any person or entity engaged in a competitive business; (ii) share in
the earnings of, beneficially own any security issued by, or otherwise own any
interest in any person or entity engaged in a competitive business within the
United States; or (iii) hire or solicit the services of any person or entity
employed or engaged to perform services for the Company or any of its
affiliates, or cause any such person or entity to leave the employment or
services of the Company or any of its affiliates. In consideration of Mr.
Cornell's agreements, the Company agreed to pay Mr. Cornell $10,000 per month
during the seven-year initial term of the consultant agreement.

      Mr. Watts, a director of the Company, is a partner in the law firm of
Locke Liddell & Sapp LLP ("LLS"). The Company paid legal fees to LLS and LLS
performed legal services for the Company in 2001.


                                   PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

EXHIBIT NUMBER         DESCRIPTION
--------------         -----------

3.2                    Amended and Restated  Bylaws of the Company dated
                       April 16, 2002




                                       9

<PAGE>
                                  SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this annual report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                          CORNELL COMPANIES, INC.


                                          By:  /s/ HARRY J. PHILLIPS, JR.
                                               -------------------------------
                                               Harry J. Phillips, Jr.
                                               Executive Chairman, Chairman
                                               of the Board and Director

Pursuant to the requirements of the Securities Act of 1934, this report on Form
10-K/A has been signed below by the following persons on behalf of Cornell
Companies, Inc. and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                SIGNATURE                                        TITLE                                  DATE

<S>                                              <C>                                               <C>
/s/  HARRY J. PHILLIPS, JR.                      Executive Chairman, Chairman of the Board and     April 30, 2002
----------------------------------------         Director (Principal Executive Officer)
     Harry J. Phillips, Jr.


/s/  JOHN L. HENDRIX                             Senior Vice President and Chief Financial         April 30, 2002
----------------------------------------         Officer (Principal Financial Officer and
     John L. Hendrix                             Principal Accounting Officer)


/s/  ANTHONY R. CHASE                            Director                                           April 30, 2002
----------------------------------------
     Anthony R. Chase


/s/  JAMES H.S. COOPER                           Director                                           April 30, 2002
----------------------------------------
     James H.S. Cooper


/s/  DAVID M. CORNELL                            Director                                           April 30, 2002
----------------------------------------
     David M. Cornell


/s/  PETER A. LEIDEL                             Director                                           April 30, 2002
----------------------------------------
     Peter A. Leidel


/s/  ARLENE R. LISSNER                           Director                                           April 30, 2002
----------------------------------------
     Arlene R. Lissner


/s/  STEVEN W. LOGAN                             Director                                           April 30, 2002
----------------------------------------
     Steven W. Logan


/s/  TUCKER TAYLOR                               Director                                           April 30, 2002
----------------------------------------
     Tucker Taylor


/s/  MARCUS A. WATTS                             Director                                           April 30, 2002
----------------------------------------
     Marcus A. Watts

</TABLE>

                                       10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>a2078315zex-3_2.txt
<DESCRIPTION>EXHIBIT 3.2
<TEXT>
<PAGE>
                                                                     Exhibit 3.2


                           AMENDED AND RESTATED BYLAWS

                                       OF

                             CORNELL COMPANIES, INC.

                             ADOPTED APRIL 16, 2002



<PAGE>

                         AMENDED AND RESTATED BYLAWS OF

                             CORNELL COMPANIES, INC.

                                Table of Contents

ARTICLE I OFFICES 1
      1.1   REGISTERED OFFICE................................................1
      1.2   OTHER OFFICES....................................................1
ARTICLE II MEETINGS OF STOCKHOLDERS..........................................1
      2.1   PLACE OF MEETINGS................................................1
      2.2   ANNUAL MEETINGS..................................................1
      2.3   SPECIAL MEETINGS.................................................1
      2.4   NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS...................2
      2.5   REGISTERED HOLDERS OF SHARES; CLOSING OF SHARE TRANSFER
            RECORDS; AND RECORD DATE.........................................3
      2.6   QUORUM...........................................................4
      2.7   VOTING BY STOCKHOLDERS...........................................4
      2.8   PROXIES..........................................................5
      2.9   NO STOCKHOLDER ACTION WITHOUT MEETING............................5
ARTICLE III DIRECTORS........................................................5
      3.1   DUTIES AND POWERS................................................5
      3.2   NUMBER AND ELECTION OF DIRECTORS.................................6
      3.3   VACANCIES........................................................6
      3.4   RESIGNATIONS.....................................................6
      3.5   CHAIRMAN.........................................................6
      3.6   MEETINGS.........................................................6
      3.7   QUORUM...........................................................6
      3.8   ACTIONS WITHOUT A MEETING........................................7
      3.9   TELEPHONIC MEETINGS..............................................7
      3.10  COMMITTEES.......................................................7
      3.11  REIMBURSEMENT OF EXPENSES........................................7
      3.12  PROTECTION FOR RELIANCE..........................................7
      3.13  CONSIDERATION OF SOCIAL, ECONOMIC AND OTHER FACTORS IN
            EVALUATING A BID.................................................8
ARTICLE IV OFFICERS..........................................................8
      4.1   GENERAL..........................................................8
      4.2   ELECTION.........................................................8
      4.3   DUTIES...........................................................8
      4.4   EXECUTIVE CHAIRMAN...............................................8
      4.5   CHIEF EXECUTIVE OFFICER..........................................9
      4.6   PRESIDENT........................................................9
      4.7   CHIEF FINANCIAL OFFICER..........................................9
      4.8   CHIEF OPERATING OFFICER..........................................9
      4.9   VICE PRESIDENTS..................................................9



                                        i
<PAGE>

      4.10  SECRETARY AND ASSISTANT SECRETARIES.............................10
      4.11  TREASURER AND ASSISTANT TREASURERS..............................10
      4.12  REMOVAL.........................................................10
      4.13  VOTING SECURITIES OWNED BY THE CORPORATION......................10
ARTICLE V STOCK
      5.1   FORM OF CERTIFICATES............................................11
      5.2   SIGNATURES......................................................11
      5.3   LOST CERTIFICATES...............................................11
      5.4   TRANSFERS.......................................................11
      5.5   BENEFICIAL OWNERSHIP............................................11
      5.6   DIVIDENDS.......................................................12
ARTICLE VI INDEMNIFICATION..................................................12
      6.1   GENERAL.........................................................12
      6.2   EXPENSES........................................................12
      6.3   ADVANCES........................................................13
      6.4   REQUEST FOR INDEMNIFICATION.....................................13
      6.5   NONEXCLUSIVITY OF RIGHTS........................................13
      6.6   INSURANCE AND SUBROGATION.......................................13
      6.7   SEVERABILITY....................................................13
      6.8   CERTAIN PERSONS NOT ENTITLED TO INDEMNIFICATION.................14
      6.9   DEFINITIONS.....................................................14
ARTICLE VII NOTICES.........................................................14
      7.1   NOTICES.........................................................14
      7.2   WAIVER OF NOTICE................................................15
ARTICLE VIII MISCELLANEOUS..................................................15
      8.1   FISCAL YEAR.....................................................15
      8.2   AMENDMENTS......................................................15



                                       ii
<PAGE>

                         AMENDED AND RESTATED BYLAWS OF

                             CORNELL COMPANIES, INC.


                                    ARTICLE I

                                     OFFICES

      1.1 REGISTERED OFFICE. The registered office of Cornell Companies, Inc., a
Delaware corporation (the "Corporation"), is The Corporation Trust Company, 1209
Orange Street, in the City of Wilmington, County of New Castle, State of
Delaware, 19801.

      1.2 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
of the Corporation (the "Board of Directors") may from time to time determine.

                                   ARTICLE II

                               MEETINGS OF STOCKHOLDERS

      2.1 PLACE OF MEETINGS. Annual or special meetings of the stockholders for
the election of directors or for any other purpose shall be held at such time
and place, either within or without the State of Delaware, as may be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof. If not so designated or
stated, such meeting shall be held at the registered office of the Corporation.

      2.2 ANNUAL MEETINGS. The annual meeting of stockholders shall be held on
such date and at such time as may be designated from time to time by the Board
of Directors and stated in the notice of such meeting. At the annual meeting,
the stockholders shall elect by a plurality vote a Board of Directors and
transact such other business as may properly be brought before the meeting.
Written notice of the annual meeting of stockholders of the Corporation stating
the place, date and hour of the meeting shall be sent to each stockholder
entitled to vote at such meeting not less than 10 nor more than 60 days before
the date of the meeting. Failure to hold the annual meeting shall not work a
forfeiture or dissolution of the Corporation or affect otherwise valid corporate
acts.

      2.3 SPECIAL MEETINGS. Unless otherwise prescribed by the Delaware General
Corporation Law ("DGCL") or by the Certificate of Incorporation of the
Corporation (as amended or restated from time to time, the "Certificate of
Incorporation"), special meetings of stockholders of the Corporation for any
purpose or purposes may be called at any time by the Chairman of the Board of
Directors or by any two or more directors of the Corporation. Written notice of
the special meeting stating the place, date and hour of the meeting and the
purpose or purposes for which the meeting is called shall be given not less 10
nor more than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting.


<PAGE>

      2.4 NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

            (a) NOMINATION OF DIRECTORS. Only persons who are nominated in
      accordance with the following procedures shall be eligible to serve as
      directors. Nominations of persons for election to the Board of Directors
      of the Corporation at a meeting of stockholders may be made (i) by or at
      the direction of the Board of Directors, or (ii) by any stockholder of the
      Corporation entitled to vote in the election of directors at the meeting
      who complies with the notice procedures set forth in this Section 2.4(a).
      Such nominations, other than those made by or at the direction of the
      Board of Directors, shall be made pursuant to timely notice in writing to
      the Secretary of the Corporation. To be timely, a stockholder's notice
      must be delivered to, or mailed and received by, the Secretary of the
      Corporation at the principal executive offices of the Corporation not less
      than ninety (90) days prior to the first anniversary of the date of the
      previous year's annual meeting of stockholders; provided, however, that if
      no annual meeting of stockholders was held in the previous year or if the
      date of the annual meeting is advanced by more than thirty (30) days prior
      to, or delayed by more than sixty (60) days after, such anniversary date,
      notice by the stockholder to be timely must be so delivered, or mailed and
      received, not later than the close of business on the tenth (10th) day
      following the day on which the date of such meeting has been first
      "publicly disclosed" (in the manner provided in the last sentence of this
      Section 2.4(a) by the Corporation). Any stockholder's notice pursuant to
      this Section 2.4(a) shall set forth (i) as to each person whom the
      stockholder proposes to nominate for election or re-election as a
      director, all information relating to such person that is required to be
      disclosed in solicitations of proxies for election of directors, or is
      otherwise required, in each case pursuant to Regulation 14A under the
      Securities Exchange Act of 1934, as amended (including such person's
      written consent to being named in the proxy statement as a nominee and to
      serving as director if elected); and (ii) as to the stockholder giving
      notice (A) the name and address, as they appear on the Corporation's
      books, of such stockholder and (B) the class and number of shares of the
      Corporation which are beneficially owned by such stockholder. At the
      request of the Board of Directors, any person nominated by the Board of
      Directors for election as a director shall furnish to the Secretary of the
      Corporation that information required to be set forth in a stockholder's
      notice of nomination which pertains to the nominee. No person shall be
      eligible to serve as a director of the Corporation unless nominated in
      accordance with the procedures set forth herein. The Chairman of the
      meeting shall, if the facts warrant, determine and declare to the meeting
      that a nomination was not properly brought before the meeting and in
      accordance with the provisions of these Amended and Restated Bylaws (these
      "Bylaws"), and if he or she should so determine, he or she shall so
      declare to the meeting and any such nomination not properly brought before
      the meeting shall be disregarded. For purposes of these Bylaws, "publicly
      disclosed" or "public disclosure" 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.



                                      -2-
<PAGE>

            (b) NOTICE OF BUSINESS. Except as set forth in Section 2.4(a), at
      any meeting of the stockholders, only such business shall be conducted as
      shall have been brought before the meeting (a) by or at the direction of
      the Board of Directors or (b) by any stockholder of the Corporation who
      shall be entitled to vote at such meeting and who complies with the notice
      procedures set forth in this Section 2.4(b). For business to be properly
      brought before a stockholder meeting by a stockholder, the stockholder
      must have given timely notice thereof in writing to the Secretary of the
      Corporation. To be timely, a stockholder's notice must be delivered to, or
      mailed and received at, the principal executive offices of the Corporation
      not less than 50 days prior to the meeting; provided, however, that in the
      event that less than 55 days' notice or prior public disclosure of the
      date of the meeting is given or made to stockholders, notice by the
      stockholder to be timely must be received no later than the close of
      business on the tenth (10th) day following the day on which such notice of
      the date of the meeting was mailed or such public disclosure was made. A
      stockholder's notice to the Secretary shall set forth as to each matter
      the stockholder proposes to bring before the meeting (a) a brief
      description of the business desired to be brought before the meeting and
      the reasons for conducting such business at the meeting, (b) the name and
      address, as they appear on the Corporation's books, of the stockholder
      proposing such business, (c) the class and number of shares of the
      Corporation which are beneficially owned by the stockholder, and (d) any
      material interest of the stockholder in such business. Notwithstanding
      anything in these Bylaws to the contrary, no business shall be conducted
      at a stockholder meeting except (i) in accordance with the procedures set
      forth in this Section 2.4(b) or (ii) with respect to nominations of
      persons for election as directors of the Corporation, in accordance with
      the provisions of Section 2.4(a) hereof. The Chairman of the meeting
      shall, if the facts warrant, determine and declare to the meeting that
      business was not properly brought before the meeting and in accordance
      with the provisions of these Bylaws, and if he or she should so determine,
      he or she shall so declare to the meeting and any such business not
      properly brought before the meeting shall not be transacted.
      Notwithstanding the foregoing provisions of this Section 2.4(b), a
      stockholder shall also comply with all applicable requirements of the
      Securities Exchange Act of 1934, as amended, and the rules and regulations
      thereunder with respect to the matters set forth in this Section.

      2.5 REGISTERED HOLDERS OF SHARES; CLOSING OF SHARE TRANSFER RECORDS; AND
RECORD DATE.

            (a) REGISTERED HOLDERS AS OWNERS. Unless otherwise provided under
      Delaware law, the Corporation may regard the person in whose name any
      shares issued by the Corporation are registered in the stock transfer
      records of the Corporation at any particular time (including, without
      limitation, as of a record date fixed pursuant to paragraph (b) of this
      Section 2.5) as the owner of those shares at that time for purposes of
      voting those shares, receiving distributions thereon or notices in respect
      thereof, transferring those shares, exercising rights of dissent with
      respect to those shares, entering into agreements with respect to those
      shares, or giving proxies with respect to those shares; and neither the
      Corporation nor any of its officers, directors, employees or agents shall
      be liable for regarding that person as the owner of those shares at that
      time for those purposes, regardless of whether that person possesses a
      certificate for those shares.



                                      -3-
<PAGE>


            (b) RECORD DATE. For the purpose of determining stockholders of the
      Corporation entitled to notice of or to vote at any meeting of
      stockholders of the Corporation or any adjournment thereof, or entitled to
      receive a distribution by the Corporation (other than a distribution
      involving a purchase or redemption by the Corporation of any of its own
      shares) or a share dividend, or in order to make a determination of
      stockholders of the Corporation for any other proper purpose, the Board of
      Directors may fix in advance a date as the record date for any such
      determination of stockholders of the Corporation, such date in any case to
      be not more than 60 days and, in the case of a meeting of stockholders,
      not less than 10 days, prior to the date on which the particular action
      requiring such determination of stockholders of the Corporation is to be
      taken. The Board of Directors shall not close the books of the Corporation
      against transfers of shares during the whole or any part of such period.

If the Board of Directors does not fix a record date for any meeting of the
stockholders of the Corporation, the record date for determining stockholders of
the Corporation entitled to notice of or to vote at such meeting shall be at the
close of business on the day next preceding the day on which notice is given,
or, if in accordance with Section 7.2 of these Bylaws notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held.

      2.6 QUORUM. Except as otherwise provided by law or by the Certificate of
Incorporation, the holders of a majority of the capital stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders of the
Corporation for the transaction of business. If, however, such quorum shall not
be present or represented at any meeting of the stockholders of the Corporation,
the stockholders of the Corporation entitled to vote at such meeting, present in
person or represented by proxy, shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally noticed. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each stockholder entitled to vote at the meeting.

      2.7 VOTING BY STOCKHOLDERS.

            (a) VOTING ON MATTERS OTHER THAN THE ELECTION OF DIRECTORS. With
      respect to any matters as to which no other voting requirement is
      specified by the DGCL, the Certificate of Incorporation or these Bylaws,
      the affirmative vote required for stockholder action shall be that of a
      majority of the shares present in person or represented by proxy at the
      meeting (as counted for purposes of determining the existence of a quorum
      at the meeting). In the case of a matter submitted for a vote of the
      stockholders of the Corporation as to which a stockholder approval
      requirement is


                                      -4-
<PAGE>

      applicable under the stockholder approval policy of any stock exchange or
      quotation system on which the capital stock of the Corporation is traded
      or quoted, the requirements under the Securities Exchange Act of 1934, as
      amended (the "Exchange Act"), or any provision of the Internal Revenue
      Code, in each case for which no higher voting requirement is specified by
      the DGCL, the Certificate of Incorporation or these Bylaws, the vote
      required for approval shall be the requisite vote specified in such
      stockholder approval policy, the Exchange Act or Internal Revenue Code
      provision, as the case may be (or the highest such requirement if more
      than one is applicable). For the approval of the appointment of
      independent public accountants (if submitted for a vote of the
      stockholders of the Corporation), the vote required for approval shall be
      a majority of the votes cast on the matter.

            (b) VOTING IN THE ELECTION OF DIRECTORS. Unless otherwise provided
      in the Certificate of Incorporation or these Bylaws in accordance with the
      DGCL, directors shall be elected by a plurality of the votes cast by the
      holders of outstanding shares of capital stock of the Corporation entitled
      to vote in the election of directors at a meeting of stockholders at which
      a quorum is present.

            (c) OTHER. The Board of Directors, in its discretion, or the officer
      of the Corporation presiding at a meeting of stockholders of the
      Corporation, in his or her discretion, may require that any votes cast at
      such meeting shall be cast by written ballot.

      2.8 PROXIES. Each stockholder of the Corporation entitled to vote at a
meeting of stockholders of the Corporation may authorize another person or
persons to act for him or her by proxy. Proxies for use at any meeting of
stockholders of the Corporation shall be filed with the Secretary, or such other
officer as the Board of Directors may from time to time determine by resolution,
before or at the time of the meeting. All proxies shall be received and taken
charge of and all ballots shall be received and canvassed by the secretary of
the meeting who shall decide all questions relating to the qualification of
voters, the validity of the proxies and the acceptance or rejection of votes,
unless an inspector or inspectors shall have been appointed by the chairman of
the meeting, in which event such inspector or inspectors shall decide all such
questions.

      2.9 NO STOCKHOLDER ACTION WITHOUT MEETING. From and after the first date
as of which the Corporation has a class or series of capital stock registered
under the Exchange Act, no action required to be taken or that may be taken at
any annual or special meeting of the stockholders of the Corporation may be
taken without a meeting, and the power of the stockholders of the Corporation of
the Corporation to consent in writing to the taking of any action by written
consent without a meeting is specifically denied, except for action by unanimous
written consent, which is expressly allowed.

                                  ARTICLE III

                                    DIRECTORS

      3.1 DUTIES AND POWERS. The business, affairs and property of the
Corporation shall be managed by or under the directorship of the Board of
Directors, which may exercise all


                                      -5-

<PAGE>

such powers of the Corporation and do all such lawful acts and things as are not
by law, the Certificate of Incorporation or these Bylaws authorized or required
to be exercised or done by the stockholders of the Corporation.

      3.2 NUMBER AND ELECTION OF DIRECTORS. The number of directors of the
Corporation shall be determined in the manner provided in the Corporation's
Certificate of Incorporation. Directors shall be elected for one (1) year or
other terms as specified in the Corporation's Certificate of Incorporation, and
each director elected shall hold office during the term for which he or she is
elected and until his or her successor is elected and qualified, subject,
however, to his or her prior death, resignation, retirement or removal for cause
from office.

      3.3 VACANCIES. Any vacancies occurring in the Board of Directors and newly
created directorships shall be filled in the manner provided in the
Corporation's Certificate of Incorporation.

      3.4 RESIGNATIONS. Any director of the Corporation may resign at any time
upon written notice to the Corporation. To be effective, such notice of
resignation need not be formally accepted by the Board of Directors. A director
of the Corporation need not be a stockholder of the Corporation or a resident of
the State of Delaware.

      3.5 CHAIRMAN. The Board of Directors may elect from among its members a
Chairman (such Chairman may also be the Executive Chairman) who shall preside
over all meetings of the Board of Directors and stockholders of the Corporation.
In his absence or inability to act, the Executive Chairman shall preside over
the meetings of the Board of Directors and the stockholders. The Chairman shall
also perform such other duties and may exercise such other powers as from time
to time may be assigned to him or her by the Board of Directors.

      3.6 MEETINGS. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Regular meetings of the Board of Directors may be held without notice at such
time and at such place as may from time to time be determined by the Board of
Directors. Special meetings of the Board of Directors may be called by the
Chairman, if there be one, or by the President or by any two or more directors
of the Corporation. Notice thereof stating the place, date and hour of the
meeting shall be given to each director either by mail not less than 48 hours
before the date of the meeting, by telephone, telegram or facsimile on 24 hours'
notice or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances. Unless otherwise
required by law, neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting.

      3.7 QUORUM. Except as may be otherwise specifically provided by law, the
Certificate of Incorporation or these Bylaws, at all meetings of the Board of
Directors, a majority of the entire Board of Directors shall constitute a quorum
for the transaction of business and 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


                                      -6-
<PAGE>

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.

      3.8 ACTIONS WITHOUT A MEETING. Unless otherwise provided by the
Certificate of Incorporation or these Bylaws, 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 the members of the Board of Directors 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.

      3.9 TELEPHONIC MEETINGS. Unless otherwise provided by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors or such committee by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
Section 3.9 shall constitute presence in person at such meeting.

      3.10 COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation.
The Board of Directors may designate one or more directors of the Corporation as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in place of any absent or
disqualified member. Any committee, to the extent allowed by law and provided in
the resolution establishing such committee, 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. Each committee shall keep regular minutes and
report to the Board of Directors when required.

      3.11 REIMBURSEMENT OF EXPENSES. The directors of the Corporation shall be
paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary or other consideration as director. No
such reimbursement shall preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor. Members of special or
standing committees shall be allowed like reimbursement for attending committee
meetings.

      3.12 PROTECTION FOR RELIANCE. Any member of the Board of Directors, or any
member of any committee designated by the Board of Directors, shall, in the
performance of his duties, be fully protected in relying in good faith upon the
records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of the Corporation's officers or
employees, or committees of the Board of Directors, or by any other person as to
matters the member reasonably believes are within such other person's


                                      -7-
<PAGE>

professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation.

      3.13 CONSIDERATION OF SOCIAL, ECONOMIC AND OTHER FACTORS IN EVALUATING A
BID. The Board of Directors of the Corporation, when evaluating any offer of
another party to (a) purchase or exchange any securities or property for any
outstanding equity securities of the Corporation, (b) merge or consolidate the
Corporation with another corporation, or (c) purchase or otherwise acquire all
or substantially all of the properties and assets of the Corporation, shall, in
connection with the exercise of its judgment in determining what is in the best
interests of the Corporation and its stockholders, give due consideration not
only to the price or other consideration being offered but also to all other
relevant factors, including without limitation (i) the financial and managerial
resources and future prospects of the party, (ii) the possible effects on the
business of the Corporation and its subsidiaries and on the employees,
customers, suppliers and creditors of the Corporation and its subsidiaries, and
(iii) the effects on the communities in which the Corporation's facilities are
located.


                                   ARTICLE IV

                                    OFFICERS

      4.1 GENERAL. The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President and a Secretary. The Board of Directors,
in its discretion, may also choose a Chief Financial Officer, a Treasurer and
one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and
other officers. Any number of offices may be held by the same person, unless
otherwise prohibited by law, the Certificate of Incorporation or these Bylaws.
The officers of the Corporation need not be stockholders or directors of the
Corporation.

      4.2 ELECTION. The Board of Directors shall elect or appoint the officers
of the Corporation who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors; and all officers of the Corporation shall hold
office until their successors are elected and qualified, or until the earlier of
their resignation or removal. Any officer elected by the Board of Directors may
be removed at any time by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office of the Corporation may be filled
by the Board of Directors.

      4.3 DUTIES. The officers of the Corporation shall have such powers and
duties as generally pertain to their offices, except as modified herein or by
the Board of Directors, as well as such powers and duties as from time to time
may be conferred by the Board of Directors.

      4.4 EXECUTIVE CHAIRMAN. The Executive Chairman, who need not be chosen
from among the directors, shall have active, executive management of the
operations of the Corporation, subject, however, to the control of the Board of
Directors. The Executive Chairman shall have the authority to manage and direct
the duties and responsibilities of any other officer or employee of the
Corporation. The Executive Chairman shall also preside at all meetings of the
stockholders of the Corporation and the Board of Directors, unless the Board of



                                      -8-
<PAGE>

Directors has appointed a Chairman of the Board, who would preside at all such
meetings of the stockholders and the Board of Directors. He or she shall, in
general, perform all duties incident to the office of the Executive Chairman and
such other duties as from time to time may be assigned to him or her by the
Board of Directors.

      4.5 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall, subject to
the control of the Board of Directors and the Executive Chairman, have general
executive management of the operations of the Corporation. At the request of the
Executive Chairman, the Chief Executive Officer may temporarily act in his or
her place. In the case of the death of the Executive Chairman, or in the case of
his or her absence or inability to act without having designated the Chief
Executive Officer to act temporarily in his or her place, the Chief Executive
Officer shall perform the duties of the Executive Chairman as designated by the
Board of Directors. The Chief Executive Officer shall also perform such other
duties and may exercise such other powers as from time to time may be assigned
to him by the Board of Directors or Executive Chairman.

      4.6 PRESIDENT. The President shall, subject to the control of the Board of
Directors, the Executive Chairman and the Chief Executive Officer, assist the
Executive Chairman and the Chief Executive Officer with the general supervision
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 also
perform such other duties and may exercise such other powers as from time to
time may be assigned to him by the Board of Directors, the Executive Chairman or
the Chief Executive Officer.

      4.7 CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be the
principal financial officer of the Corporation; shall have charge and custody of
and be responsible for all funds of the Corporation and deposit all such funds
in the name of the Corporation in such depositories as may be designated by the
Board of Directors; shall receive and give receipts for moneys due and payable
to the Corporation from any source; and, in general, shall perform all the
duties incident to the office of the Chief Financial Officer and such other
duties as from time to time may be assigned to him by the Board of Directors or
by the Executive Chairman.

      4.8 CHIEF OPERATING OFFICER. The Chief Operating Officer shall assist the
Executive Chairman, the Chief Executive Officer and the President in the
operations of the Corporation and shall have such powers and perform such duties
as the Board of Directors, the Executive Chairman, the Chief Executive Officer
or the President may from time to time prescribe.

      4.9 VICE PRESIDENTS. At the request of the President or in his or her
absence or in the event of his inability or refusal to act, any Vice President
may perform the duties of the President and, when so acting, such officer shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe. If there
is no Vice President, the Board of Directors shall designate the officer of the
Corporation who, in the absence of the President or in the event of the
inability or refusal of the President to act, shall



                                      -9-
<PAGE>

perform the duties of the President and, when so acting, such officer shall have
all the powers of and be subject to all the restrictions upon the President.

      4.10 SECRETARY AND ASSISTANT SECRETARIES. The Secretary or an Assistant
Secretary shall attend all meetings of the Board of Directors and all meetings
of stockholders of the Corporation and record all the proceedings at such
meetings in a book or books to be kept for that purpose, and the Secretary or an
Assistant Secretary shall also perform similar duties for the standing
committees when required. The Secretary or an Assistant Secretary shall give, or
cause to be given, notice of all meetings of the stockholders of the Corporation
and special meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors, the Chairman of the
Board, the President or any Vice President. If a Secretary or Assistant
Secretary shall be unable or shall refuse to cause to be given notice of any
meeting of the stockholders of the Corporation or any special meeting of the
Board of Directors, then either the Board of Directors, the Chairman of the
Board, the President or any Vice President may choose another officer to cause
such notice to be given. The Secretary or an Assistant Secretary shall see that
all corporate books, reports, statements, certificates and other documents and
records required by law to be kept or filed are properly kept or filed, as the
case may be.

      4.11 TREASURER AND ASSISTANT TREASURERS. The Treasurer or an Assistant
Treasurer shall have custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors. The Treasurer or an Assistant Treasurer
shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Chairman of the Board, the Executive Chairman, the Chief Executive Officer,
the President or the Chief Financial Officer and the Board of Directors, at its
regular meetings, or when the Board of Directors so requires, an account of all
his transactions as Treasurer or Assistant Treasurer and of the financial
condition of the Corporation.

      4.12 REMOVAL. Any officer may be removed, with or without cause, by the
Board of Directors. Any such removal shall be without prejudice to any rights
such officer may have pursuant to any employment contract he or she may have
with the Corporation. Any vacancy in an office may be filled by the Board of
Directors.

      4.13 VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name and on behalf
of the Corporation by the Chairman of the Board, the President or any Vice
President, and any such officer may, in the name of and on behalf of the
Corporation, take all such action as any such officer may deem advisable to vote
in person or by proxy at any meeting of security holders of any corporation in
which the Corporation may own securities and at any such meeting shall possess
and may exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have exercised



                                      -10-
<PAGE>

and possessed if present. The Board of Directors may, by resolution, from time
to time, confer like powers upon any other person or persons.

                                   ARTICLE V

                                      STOCK

      5.1 FORM OF CERTIFICATES. The shares of stock of the Corporation shall be
represented by certificates of stock, signed in the name of the Corporation (i)
by the Chairman of the Board, the President or a Vice President and (ii) by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary,
of the Corporation, certifying the number of shares of stock in the Corporation
owned by the holder named in the certificate.

      5.2 SIGNATURES. Where a certificate is countersigned by (i) a transfer
agent other than the Corporation or its employee or (ii) a registrar other than
the Corporation or its employee, any other signature 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 or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he or she
were such officer, transfer agent or registrar at the date of issue.

      5.3 LOST CERTIFICATES. The Board of Directors may direct a new certificate
to be issued in place of any certificate theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the delivery to the
Secretary of the Corporation of an affidavit of the fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate, 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 his or her legal representative, to
advertise the same in such manner as the Board of Directors shall require and/or
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.

      5.4 TRANSFERS. Stock of the Corporation shall be transferable in the
manner prescribed by law and in these Bylaws. Transfers of stock shall be made
on the books of the Corporation only by the person named in the certificate or
by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

      5.5 BENEFICIAL OWNERSHIP. The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and to hold liable for calls
and assessments a person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by law.


                                      -11-
<PAGE>

      5.6 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 thereof,
and may be paid in cash, in property or in shares of capital stock of the
Corporation. 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 Board
of Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

                                   ARTICLE VI

                                 INDEMNIFICATION

      6.1 GENERAL. The Corporation shall indemnify and hold harmless an
Indemnitee (as this and all other capitalized words used in this Article VI not
previously defined in these Bylaws are defined in Section 6.9 hereof) from and
against any and all judgments, penalties, fines (including excise taxes),
amounts paid in settlement and, subject to Section 6.2, Expenses (including all
interest, assessments and other charges paid or payable in connection with or in
respect of such judgments, fines, penalties, amounts paid in settlement or
Expenses) arising out of any event or occurrence related to the fact that
Indemnitee is or was a director or officer of the Corporation. The Corporation
may, but shall not be required to, indemnify and hold harmless an Indemnitee
from and against any and all judgments, penalties, fines (including excise
taxes), amounts paid in settlement and, subject to Section 6.2, Expenses
(including all interest, assessments and other charges paid or payable in
connection with or in respect of such judgments, fines, penalties, amounts paid
in settlement or Expenses) arising out of any event or occurrence related to the
fact that Indemnitee is or was an employee or agent of the Corporation or is or
was serving in another Corporate Status.

      6.2 EXPENSES. If Indemnitee is, by reason of his or her serving as a
director, officer, employee or agent of the Corporation, a party to and is
successful, on the merits or otherwise, in any Proceeding, the Corporation shall
indemnify such person against all Expenses actually and reasonably incurred by
such person or on his or her behalf in connection therewith. If Indemnitee is
not wholly successful in such Proceeding but is successful, on the merits or
otherwise, as to any Matter in such Proceeding, the Corporation shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by such person
or on his or her behalf relating to such Matter. The termination of any Matter
in such a Proceeding by dismissal, with or without prejudice, shall be deemed to
be a successful result as to such Matter. If Indemnitee is, by reason of any
Corporate Status other than his or her serving as a director, officer, employee
or agent of the Corporation, a party to and is successful, on the merits or
otherwise, in any Proceeding, the Corporation may, but shall not be required to,
indemnify such person against all Expenses actually and reasonably incurred by
such person or on his or her behalf in connection therewith. To the extent that
the Indemnitee is, by reason of his or her Corporate Status, a witness in any
Proceeding, the Corporation may, but shall not be required to, indemnify such
person against all Expenses actually and reasonably incurred by such person or
on his or her behalf in connection therewith.


                                      -12-
<PAGE>

      6.3 ADVANCES. In the event of any threatened or pending Proceeding in
which Indemnitee is a party or is involved and that may give rise to a right of
indemnification under this Article VI, following written request to the
Corporation by Indemnitee, the Corporation may, but shall not be required to,
pay to Indemnitee amounts to cover Expenses reasonably incurred by Indemnitee in
such Proceeding in advance of its final disposition upon the receipt by the
Corporation of (i) a written undertaking executed by or on behalf of Indemnitee
providing that Indemnitee will repay the advance if it shall ultimately be
determined that Indemnitee is not entitled to be indemnified by the Corporation
as provided in these Bylaws and (ii) satisfactory evidence as to the amount of
such Expenses.

      6.4 REQUEST FOR INDEMNIFICATION. To request indemnification, Indemnitee
shall submit to the Secretary of the Corporation a written claim or request.
Such written claim or request shall contain sufficient information to reasonably
inform the Corporation about the nature and extent of the indemnification or
advance sought by Indemnitee. The Secretary of the Corporation shall promptly
advise the Board of Directors of such request.

      6.5 NONEXCLUSIVITY OF RIGHTS. This Article VI shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled to
under applicable law, the Certificate of Incorporation, these Bylaws, any
agreement, a vote of stockholders or a resolution of directors of the
Corporation, or otherwise. No amendment, alteration or repeal of this Article VI
or any provision hereof shall be effective as to any Indemnitee for acts, events
and circumstances that occurred, in whole or in part, before such amendment,
alteration or repeal. The provisions of this Article VI shall continue as to an
Indemnitee whose Corporate Status has ceased for any reason and shall inure to
the benefit of his or her heirs, executors and administrators. Neither the
provisions of this Article VI nor those of any agreement to which the
Corporation is a party shall be deemed to preclude the indemnification of any
person who is not specified in this Article VI as having the potential to
receive indemnification or is not a party to any such agreement, but whom the
Corporation has the power or obligation to indemnify under the provisions of the
DGCL.

      6.6 INSURANCE AND SUBROGATION. To the extent the Corporation maintains an
insurance policy or policies providing liability insurance for directors or
officers of the Corporation, an Indemnitee who is a director or officer of the
Corporation shall be covered by such policy or policies in accordance with its
or their terms to the maximum extent of coverage available for any such director
or officer under such policy or policies. In the event of any payment hereunder,
the Corporation shall be subrogated to the extent of such payment to all the
rights of recovery of Indemnitee, who shall execute all papers required and take
all action necessary to secure such rights, including execution of such
documents as are necessary to enable the Corporation to bring suit to enforce
such rights. The Corporation shall not be liable under this Article VI to make
any payment of amounts otherwise indemnifiable hereunder if, and to the extent
that, Indemnitee has otherwise actually received such payment under any
insurance policy, contract, agreement or otherwise.

      6.7 SEVERABILITY. If any provision or provisions of this Article VI shall
be held to be invalid, illegal or unenforceable for any reason whatsoever, the
validity, legality and


                                      -13-

<PAGE>

enforceability of the remaining provisions shall not in any way be affected or
impaired thereby; and, to the fullest extent possible, the provisions of this
Article VI shall be construed so as to give effect to the intent manifested by
the provision held invalid, illegal or unenforceable.

      6.8 CERTAIN PERSONS NOT ENTITLED TO INDEMNIFICATION. Notwithstanding any
other provision of this Article VI, no person shall be entitled to
indemnification or advancement of Expenses under this Article VI with respect to
any Proceeding, or any Matter therein, brought or made by such person against
the Corporation.

      6.9 DEFINITIONS. For purposes of this Article VI:

            (a) "CORPORATE STATUS" describes the status of a person who is or
      was a director, officer, employee or agent of the Corporation or of any
      other corporation, partnership, joint venture, trust, employee benefit
      plan or other enterprise which such person is or was serving at the
      written request of the Corporation. For purposes of this Agreement,
      "serving at the written request of the Corporation" includes any service
      by Indemnitee which imposes duties on, or involves services by, Indemnitee
      with respect to any employee benefit plan or its participants or
      beneficiaries.

            (b) "EXPENSES" shall include all reasonable attorneys' fees,
      retainers, court costs, transcript costs, fees of experts, witness fees,
      travel expenses, duplicating costs, printing and binding costs, telephone
      charges, postage, delivery service fees, and all other disbursements or
      expenses of the types customarily incurred in connection with prosecuting,
      defending, preparing to prosecute or defend, investigating, or being or
      preparing to be a witness in a Proceeding.

            (c) "INDEMNITEE" includes any person who is, or is threatened to be
      made, a witness in or a party to any Proceeding as described in Section
      6.1 or 6.2 hereof by reason of his Corporate Status.

            (d) "MATTER" is a claim, a material issue or a substantial request
      for relief.

            (e) "PROCEEDING" includes any action, suit, alternate dispute
      resolution mechanism, hearing or any other proceeding, whether civil,
      criminal, administrative, arbitrative, investigative or mediative, any
      appeal in any such action, suit, alternate dispute resolution mechanism,
      hearing or other proceeding and any inquiry or investigation that could
      lead to any such action, suit, alternate dispute resolution mechanism,
      hearing or other proceeding, except one initiated by an Indemnitee to
      enforce his or her rights under this Article VI.

                                  ARTICLE VII

                                     NOTICES

      7.1 NOTICES. Whenever written notice is required by law, the Certificate
of Incorporation or these Bylaws to be given to any director, member of a



                                      -14-
<PAGE>

committee or stockholder, such notice may be given by mail, addressed to such
director, member of a committee or stockholder at his or her address as it
appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex, facsimile or cable.

7.2 WAIVER OF NOTICE. Whenever any notice is required by law, the Certificate of
Incorporation or these Bylaws to be given to any director, member of a committee
or stockholder of the Corporation, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                  ARTICLE VIII

                                    MISCELLANEOUS

      8.1 FISCAL YEAR. The fiscal year of the Corporation shall end on December
31 of each year.

      8.2 AMENDMENTS. These Bylaws may be altered, amended or repealed or new
bylaws may be adopted only in the manner provided in the Corporation's
Certificate of Incorporation.


Amended and Restated April 16, 2002.




                                      -15-


</TEXT>
</DOCUMENT>
</SUBMISSION>
