EXHIBIT 3.2

     AMENDMENT TO SECTION 2.4 OF THE COMPANY'S AMENDED AND RESTATED BYLAWS

Section  2.4 is deleted in its  entirety  and is amended  and  restated  in it's
entirety as follows:

NOTICE OF  MEETINGS.  Except as otherwise  provided by law, a written  notice of
each meeting of stockholders stating the place, day and hour thereof and, in the
case of an annual meeting,  any business to be transacted at such annual meeting
other than the election of directors, and, in the case of a special meeting, the
purposes for which such special meeting is called,  shall be given not less than
ten nor more than sixty days before the meeting, to each stockholder entitled to
vote  thereat,  and to each  stockholder  who,  by law,  by the  certificate  of
incorporation or by these by-laws, is entitled to notice, by leaving such notice
with him or at his residence or usual place of business,  or by depositing it in
the United States mail,  postage  prepaid,  and addressed to such stockholder at
his address as it appears in the records of the  corporation,  provided that the
corporation  may give such notice by relying on internet  availability  of proxy
materials  pursuant to Rule 14a-16 as promulgated under the Securities  Exchange
Act of 1934, as amended.  Such notice,  where  applicable  shall be given by the
secretary,  or by an officer or person designated by the board of directors,  or
in the case of a special meeting by the officer  calling the meeting.  As to any
adjourned  session  of any  meeting  of  stockholders,  notice of the  adjourned
meeting  need not be given if the time and place  thereof are  announced  at the
meeting at which the adjournment was taken except that if the adjournment is for
more than thirty days or if after the  adjournment  a new record date is set for
the adjourned session, notice of any such adjourned session of the meeting shall
be given in the  manner  heretofore  described.  No  notice  of any  meeting  of
stockholders or any adjourned  session thereof need be given to a stockholder if
a written  waiver of  notice,  executed  before  or after  the  meeting  or such
adjourned session by such stockholder,  is filed with the records of the meeting
or if the stockholder attends such meeting without objecting at the beginning of
the  meeting to the  transaction  of any  business  because  the  meeting is not
lawfully  called or convened.  Neither the business to be transacted at, nor the
purpose of, any meeting of the  stockholders  or any adjourned  session  thereof
need be specified in any written waiver of notice.