Exhibit 3.2

                                     FORM OF

                                     BYLAWS

                                       OF

                              BIOFUEL ENERGY CORP.

                    AMENDED AND RESTATED AS OF [______], 2007

                                    ARTICLE I

                                     Offices

          SECTION 1.01. Registered Office. The registered office of BioFuel
Energy Corp. (hereinafter the "Corporation") in the State of Delaware shall be
in the City of Wilmington, County of New Castle, and the resident agent in
charge thereof shall be Corporation Service Company, or such other office or
agent as the Board of Directors of the Corporation (the "Board") shall from time
to time select.

          SECTION 1.02. Other Offices. The Corporation may also have an office
or offices, and keep the books and records of the Corporation, except as may
otherwise be required by law, at such other place or places, either within or
without the State of Delaware, as the Board may from time to time determine or
the business of the Corporation may require.

                                   ARTICLE II

                            Meetings of Stockholders

          SECTION 2.01. Place of Meetings. The meetings of the stockholders
shall be held at such time and place, either within or without the State of
Delaware, as shall from time to time be fixed by the Board. Any previously
scheduled meeting of the stockholders may be postponed by action of the Board
taken prior to the time previously scheduled for such meeting of stockholders.

          SECTION 2.02. Annual Meetings. The annual meeting of the stockholders
for the election of directors, and for the transaction of such other business as
may properly come before the meeting, shall be held on such date and at such
hour as shall from time to time be fixed by the Board.

          SECTION 2.03. Special Meetings. Except as otherwise required by law or
by the Amended and Restated Certificate of Incorporation of the Corporation (the
"Certificate") and subject to the rights of the holders of any series of
Preferred Stock, special meetings of the stockholders for any purpose or
purposes may be called only (i) by the Chairman of the Board, by the Chief
Executive Officer or by the President or (ii) pursuant to a resolution adopted
by the majority of the Board.





          SECTION 2.04. Notice of Meetings. Except as otherwise provided by law
or by the Certificate, notice of each meeting of the stockholders, whether
annual or special, shall be given not less than 10 nor more than 60 days before
the date of the meeting to each stockholder of record entitled to notice of the
meeting. If mailed, such notice shall be deemed given when deposited in the
United States mail, postage prepaid, directed to the stockholder at such
stockholder's address as it appears on the records of the Corporation. Each such
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called.
Notice of any meeting of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by proxy without
protesting, prior to or at the commencement of the meeting, the lack of proper
notice to such stockholder or who shall waive notice thereof as provided in
Article VI of these Bylaws. Notice of adjournment of a meeting of stockholders
need not be given if the time and place to which it is adjourned are announced
at such meeting, unless the adjournment is for more than 30 days or, after
adjournment, a new record date is fixed for the adjourned meeting.

          SECTION 2.05. Quorum. Except as otherwise provided by law or by the
Certificate, the holders of a majority of the votes entitled to be cast by the
stockholders entitled to vote generally, present in person or by proxy, shall
constitute a quorum at any meeting of the stockholders; provided, however, that
in the case of any vote to be taken by classes or series, the holders of a
majority of the votes entitled to be cast by the stockholders of a particular
class or series, present in person or by proxy, shall constitute a quorum of
such class or series.

          SECTION 2.06. Adjournments. The chairman of the meeting may adjourn
the meeting from time to time whether or not a quorum is present. In the event
that a quorum does not exist with respect to any vote to be taken by a
particular class or series, the chairman of the meeting may adjourn the meeting
with respect to the vote(s) to be taken by such class or series. At any such
adjourned meeting at which a quorum may be present, any business may be
transacted which might have been transacted at the meeting as originally called.
If the adjournment is for more than 30 days, or if after adjournment a new
record date is fixed for the adjourned meeting, notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.

          SECTION 2.07. Order of Business. At any annual meeting of
stockholders, only such business shall be conducted as shall have been brought
before the annual meeting (a) by or at the direction of the Board, (b) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board (or any duly authorized committee thereof) or (c) by any
stockholder who is a holder of record at the time of the giving of the notice
provided for in this Section 2.07, who is entitled to vote at the meeting and
who complies with the procedures set forth in this Section 2.07. At any special
meeting of stockholders, only such business shall be conducted as shall have
been brought before the special meeting specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board.

          At each meeting of the stockholders, the Chairman of the Board or, in
the absence of the Chairman of

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the Board, the President or, in the absence of the Chairman of the Board and the
President, such person as shall be selected by the Board shall act as chairman
of the meeting. The order of business at each such meeting shall be as
determined by the chairman of the meeting. The chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts and things as are necessary or desirable for the proper
conduct of the meeting, including the establishment of procedures for the
maintenance of order and safety, limitations on the time allotted to questions
or comments on the affairs of the Corporation, restrictions on entry to such
meeting after the time prescribed for the commencement thereof and the opening
and closing of the voting polls.

          For business properly to be brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in proper
written form to the Secretary. 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 90 days nor more than 120 days prior to the first
anniversary of the date of the immediately preceding annual meeting; provided,
however, that in the event that the date of the annual meeting is more than 30
days earlier or more than 60 days later than such anniversary date, notice by
the stockholder to be timely must be so delivered or received not earlier than
the 120th day prior to such annual meeting and not later than the close of
business on the later of the 90th day prior to such annual meeting and the 10th
day following the day on which public announcement of the date of such meeting
is first made. To be in proper written form, a stockholder's notice to the
Secretary shall set forth in writing as to each matter the stockholder proposes
to bring before the annual meeting: (a) a brief description of the business
desired to be brought before the annual meeting and the reasons for conducting
such business at the annual 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; (d) any material interest of the stockholder in such business;
and (e) if the stockholder intends to solicit proxies in support of such
stockholder's proposal, a representation to that effect. The foregoing notice
requirements shall be deemed satisfied by a stockholder if the stockholder has
notified the Corporation of his or her intention to present a proposal at an
annual meeting, and such stockholder's proposal has been included in a proxy
statement that has been prepared by management of the Corporation to solicit
proxies for such annual meeting. If a stockholder who otherwise has given proper
notice of a proposal does not appear or send a qualified representative to
present such proposal at such annual meeting, or is no longer a holder of record
on the date of such meeting, the Corporation need not present such proposal for
a vote at such meeting, notwithstanding that proxies in respect of such vote may
have been received by the Corporation. Notwithstanding anything in these Bylaws
to the contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 2.07. The chairman of
an annual meeting may refuse to permit any business to be brought before an
annual meeting which fails to comply with the foregoing procedures or, in the
case of a stockholder proposal, if the stockholder solicits proxies in support
of such stockholder's proposal without having made the representation required
by clause (e) of the fourth preceding sentence. The term "public announcement"
shall mean disclosure (a) either (i) in a press release reported by the Dow
Jones News Service, Reuters Information Service or any similar or successor news
wire service or (ii) in a

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communication distributed generally to stockholders and (b) in a document
publicly filed by the Corporation with the Securities and Exchange Commission
(the "SEC") pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, or any successor provisions thereto.

          SECTION 2.08. List of Stockholders. It shall be the duty of the
Secretary or other officer who has charge of the stock ledger to prepare and
make, at least 10 days before each meeting of the stockholders, a complete list
of the stockholders entitled to vote thereat, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in such stockholder's name. Such list shall be produced and kept available at
the times and places required by law.

          SECTION 2.09. Voting. Except as otherwise provided by law or by the
Certificate, (x) each stockholder of record of any series of Preferred Stock
shall be entitled at each meeting of stockholders to such number of votes, if
any, for each share of such stock, as may be fixed in the Certificate or in the
resolution or resolutions adopted by the Board providing for the issuance of
such stock, (y) each stockholder of record of Common Stock shall be entitled at
each meeting of stockholders to one vote for each share of such stock and shall
vote at all times, except as otherwise required by the Certificate or applicable
law, together with the stockholders of Class B Common Stock as one class, and
(z) each stockholder of record of Class B Common Stock shall be entitled at each
meeting of stockholders to one vote for each share of such stock and shall vote
at all times, except as otherwise required by the Certificate or applicable law,
together with the stockholders of Common Stock as one class, in each case,
registered in such stockholder's name on the books of the Corporation:

          (a) on the date fixed pursuant to Section 5.06 of these Bylaws as the
     record date for the determination of stockholders entitled to notice of and
     to vote at such meeting; or

          (b) if no such record date shall have been so fixed, then at the close
     of business on the day next preceding the day on which notice of such
     meeting is given, or, if notice is waived, at the close of business on the
     day next preceding the day on which the meeting is held.

          Each stockholder entitled to vote at any meeting of stockholders may
do so in person or by proxy appointed by such stockholder or by such
stockholder's attorney thereto authorized. Any such proxy shall be delivered to
the Secretary at or prior to the time designated for holding such meeting, but
in any event not later than the time designated in the order of business for so
delivering such proxies. No such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period.

          At each meeting of the stockholders, all corporate actions to be taken
by vote of the stockholders (except as otherwise required by law and except as
otherwise provided for or fixed by or pursuant to the Certificate or these
Bylaws) shall be authorized by a majority of the votes cast by the stockholders
entitled to vote thereon

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who are present in person or represented by proxy, and where a separate vote by
class or series is required, a majority of the votes cast by the stockholders of
such class or series who are present in person or represented by proxy shall be
the act of such class or series.

          Unless required by law or determined by the chairman of the meeting to
be advisable, the vote on any matter, including the election of directors, need
not be by written ballot.

          SECTION 2.10. Inspectors. The Board shall, in advance of any meeting
of stockholders, appoint one or more inspectors to act at the meeting of
stockholders and make a written report thereof. Such inspectors shall perform
such duties as shall be required by law or specified by the chairman of the
meeting. Inspectors need not be stockholders. No director or nominee for the
office of director shall be appointed such inspector.

          SECTION 2.11. Written Consent. At any time when the Certificate
permits action by one or more series or classes of stockholders of the
Corporation to be taken by written consent, the provisions of this Section 2.11
shall apply. All consents properly delivered in accordance with the Certificate,
this section and the General Corporation Law of the State of Delaware (the
"DGCL") shall be deemed to be recorded when so delivered. No written consent
shall be effective to take the corporate action referred to therein unless,
within 60 days of the earliest dated consent delivered to the Corporation as
required by this Section 2.11, written consents signed by the holders of a
sufficient number of shares to take such corporate action are so recorded.
Prompt notice of the taking of the corporate action, without a meeting by less
than unanimous written consent, shall be given to those stockholders who have
not consented in writing and who, if the action had been taken at a meeting,
would have been entitled to notice of the meeting if the record date of the
meeting had been the date that written consents signed by a sufficient number of
holders to take the action were delivered to the Corporation. Any action taken
pursuant to such written consent or consents of the stockholders shall have the
same force and effect as if taken by the stockholders at a meeting thereof. In
order that the Corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the Board may fix a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board and which date shall not be more than 10
days after the date upon which the resolution fixing the record date is adopted
by the Board. If no record date has been fixed by the Board, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board is required by law, shall
be the first date on which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or
an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. If no record date has been
fixed by the Board and prior action by the Board is required by law, the record
date for determining stockholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on the day on which
the Board adopts the resolution taking such prior action.

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                                   ARTICLE III

                               Board of Directors

          SECTION 3.01. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board, except as
otherwise provided by law or by the Certificate. If any such provision is made
in the Certificate, the powers and duties imposed upon the Board by law shall be
exercised or performed to such extent and by such person or persons as shall be
provided in the Certificate.

          SECTION 3.02. Number, Qualification and Election. Except as otherwise
provided for or fixed by or pursuant to the provisions of Article IV of the
Certificate relating to the rights of the holders of any series of Preferred
Stock, the number of directors shall be not less than the minimum number
permitted under the DGCL, the exact number of directors to be determined from
time to time by resolution adopted by the Board.

          The directors, other than those who may be elected by the holders of
shares of any series of Preferred Stock, or pursuant to any resolution or
resolutions providing for the issuance of such stock adopted by the Board, shall
be elected by the stockholders entitled to vote thereon at each annual meeting
of the stockholders by a plurality of those stockholders voting thereon.

          SECTION 3.03. Notification of Nominations. Subject to the rights of
the holders of any series of Preferred Stock and any applicable provisions of
contractual arrangements with any stockholder, nominations for the election of
directors at any annual meeting may be made by the Board or by any stockholder
who is a stockholder of record at the time of the giving of notice of nomination
provided for in this Section 3.03 and who is entitled to vote for the election
of directors. Any stockholder of record entitled to vote for the election of
directors at any annual meeting may nominate persons for election as directors
only if timely notice of such stockholder's intent to make such nomination is
given in proper written form to the Secretary. 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 90 nor more than 120 days prior to the
first anniversary of the date of the immediately preceding annual meeting;
provided, however, that in the event that the date of the annual meeting is more
than 30 days earlier or more than 60 days later than such anniversary date,
notice by the stockholder to be timely must be so delivered or received not
earlier than the 120th day prior to such annual meeting and not later than the
close of business on the later of the 90th day prior to such annual meeting and
the 10th day following the day on which public announcement of the date of such
meeting is first made. To be in proper written form, each such notice shall set
forth: (a) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the stockholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the stockholder and
each nominee and any other person or

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persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the SEC
had each nominee been nominated, or intended to be nominated, by the Board; (e)
the consent of each nominee to serve as a director if so elected; and (f) if the
stockholder intends to solicit proxies in support of such stockholder's
nominee(s), a representation to that effect. The chairman of an annual meeting
may refuse to acknowledge the nomination of any person not made in compliance
with the foregoing procedure or if the stockholder solicits proxies in favor of
such stockholder's nominee(s) without having made the representation required by
clause (f) of the immediately preceding sentence. Only such persons who are
nominated in accordance with the procedures set forth in this Section 3.03 shall
be eligible to serve as directors of the Corporation.

          Notwithstanding anything in the immediately preceding paragraph of
this Section 3.03 to the contrary, in the event that the number of directors to
be elected to the Board at an annual meeting of stockholders is increased and
there is no public announcement naming all of the nominees for directors or
specifying the size of the increased Board made by the Corporation at least 90
days prior to the first anniversary of the date of the immediately preceding
annual meeting, a stockholder's notice required by this Section 3.03 shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to, or mailed and received
by, the Secretary at the principal executive offices of the Corporation not
later than the close of business on the 10th day following the day on which such
public announcement is first made by the Corporation.

          SECTION 3.04. Quorum and Manner of Acting. Except as otherwise
provided by law, the Certificate or these Bylaws, a majority of the directors
then in office shall constitute a quorum for the transaction of business at any
meeting of the Board, and, except as so provided, the vote of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the Board. The chairman of the meeting or a majority of the directors present
may adjourn the meeting to another time and place whether or not a quorum is
present. At any adjourned meeting at which a quorum is present, any business may
be transacted which might have been transacted at the meeting as originally
called.

          SECTION 3.05. Place of Meeting. Subject to Sections 3.06 and 3.07, the
Board may hold its meetings at such place or places within or without the State
of Delaware as the Board may from time to time determine or as shall be
specified or fixed in the respective notices or waivers of notice thereof.

          SECTION 3.06. Meetings. Regular meetings may be held at such place on
such date and at such time as may be fixed from time to time by the Board.
Special meetings of the Board shall be held whenever called by the Chairman of
the Board or by a majority of the directors then in office, and shall be held at
such place, on such date and at such time as he or they, as applicable, shall
fix.

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          SECTION 3.07. Notice of Meetings. Notice of regular meetings of the
Board or of any adjourned meeting thereof need not be given. Notice of each
special meeting of the Board shall be given by overnight delivery service or
mailed to each director, in either case addressed to such director at such
director's residence or usual place of business, at least three days before the
day on which the meeting is to be held or shall be sent to such director at such
place by telecopy or by electronic transmission or be given personally or by
telephone, not later than two days before the meeting is to be held, but notice
need not be given to any director who shall, either before or after the meeting,
submit a signed waiver of such notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to such
director. Every such notice shall state the time and place, but need not state
the purpose of the meeting.

          SECTION 3.08. Rules and Regulations. The Board may adopt such rules
and regulations not inconsistent with the provisions of law, the Certificate or
these Bylaws for the conduct of its meetings and management of the affairs of
the Corporation as the Board may deem proper.

          SECTION 3.09. Participation in Meeting by Means of Communications
Equipment. Any one or more members of the Board, or any committee thereof, may
participate in any meeting of the Board or of any such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at such meeting.

          SECTION 3.10. Action Without Meeting. Any action required or permitted
to be taken at any meeting of the Board, or any committee thereof, may be taken
without a meeting if all of the members of the Board or of any such committee,
as the case may be, consent thereto in writing and, if required by law, the
writing or writings are filed with the minutes of proceedings of the Board or of
such committee. Such filing shall be in paper form.

          SECTION 3.11. Resignations. Any director may resign at any time by
giving written notice to the Board, the Chairman of the Board, the President or
the Secretary. Such resignation shall take effect at the time specified therein
or, if the time is not specified therein, upon receipt thereof, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

          SECTION 3.12. Vacancies. Subject to the rights of the holders of any
series of Preferred Stock and any applicable provisions of contractual
arrangements with any stockholder, any vacancies on the Board resulting from
death, resignation, removal or other cause shall only be filled by the Board,
and not by the stockholders, by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board,
or by a sole remaining director, and newly created directorships resulting from
any increase in the number of directors shall only be filled by the Board. Any
director elected in accordance with the preceding sentence of this Section 3.12
shall hold office until the next annual meeting of stockholders and until such
director's successor shall have been elected and qualified.

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          SECTION 3.13. Compensation. Each director, in consideration of such
person serving as a director, shall be entitled to receive from the Corporation
such amount per annum and such fees (payable in cash or stock) for attendance at
meetings of the Board or of committees of the Board, or both, as the Board shall
from time to time determine. In addition, each director shall be entitled to
receive from the Corporation reimbursement for the reasonable expenses incurred
by such person in connection with the performance of such person's duties as a
director. Nothing contained in this Section 3.13 shall preclude any director
from serving the Corporation or any of its subsidiaries in any other capacity
and receiving proper compensation therefor.

          SECTION 3.14. Establishment of Committees of the Board of Directors.
The Board may from time to time by resolution create committees of directors,
officers, employees or other persons, with such functions, duties and powers as
the Board shall by resolution prescribe. A majority of all the members of any
such committee may determine its actions and rules or procedures, and fix the
time, place and manner of its meetings, unless the Board shall otherwise
provide. Subject to any applicable provisions of contractual arrangements with
any stockholder, the Board shall have power to change the members of any such
committee at any time, to fill vacancies and to discharge any such committee,
either with or without cause, at any time.

                                   ARTICLE IV

                                    Officers

          SECTION 4.01. Number; Term of Office; Salary. The officers of the
Corporation shall be elected by the Board and shall consist of a Chairman of the
Board, a President, one or more Vice Presidents, a Secretary and a Treasurer. In
addition, the Board may elect such other officers or agents with such titles and
such duties as the Board may from time to time determine (or may delegate such
power to such committee or officer as the Board may from time to time
determine), each to have such authority, functions or duties as provided in
these Bylaws or as the Board may from time to time determine, and each to hold
office for such term as may be prescribed by the Board and until such person's
successor shall have been chosen and qualified, or until such person's death or
resignation, or until such person's removal in the manner hereinafter provided.
One person may hold the offices and perform the duties of any two or more
officers. The Board may require any officer or agent to give security for the
faithful performance of such person's duties. The salaries of the officers shall
be fixed from time to time in the manner prescribed by the Board.

          SECTION 4.02. Removal. Any officer may be removed, either with or
without cause, by the Board at any meeting thereof called for such purpose or,
except in the case of any officer elected by the Board, by any superior officer
upon whom such power may be conferred by the Board.

          SECTION 4.03. Resignation. Any officer may resign at any time by
giving notice to the Board, the Chairman of the Board, the President or the
Secretary. Any such resignation shall take effect at the date of receipt of such
notice or at any later

                                        9




date specified therein, and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

          SECTION 4.04. Chairman of the Board. The Chairman of the Board shall
be an officer of the Corporation and shall preside at meetings of the
stockholders and of the Board. The Chairman of the Board shall have the power to
perform all of the duties usually incumbent upon a Chairman of the Board of a
corporation and incident to the office of the Chairman of the Board. The
Chairman of the Board shall also have such powers and perform such duties as are
assigned by these Bylaws and shall have such other powers and perform such other
duties, not inconsistent with these Bylaws, as may from time to time be assigned
by the Board. The Chairman of the Board, if so elected by the Board, may also
act as the Chief Executive Officer and/or the President.

          SECTION 4.05. President. The President shall have general supervision
and direction of the business and affairs of the Corporation, subject to the
control of the Board, and shall report directly to the Board. The President
shall perform all of the duties usually incumbent upon a President of a
corporation and incident to the office of the President. The President shall
also have such powers and perform such duties as are assigned by these Bylaws
and shall have such other powers and perform such other duties, not inconsistent
with these Bylaws, as may from time to time be assigned by the Board. The
President shall, if present and in the absence of the Chairman of the Board,
preside at meetings of the stockholders and, if the President is a member of the
Board, of the Board. The President, if so elected by the Board, may also act as
the Chairman of the Board and/or the Chief Executive Officer.

          SECTION 4.06. Vice President. Any Vice President shall have such
powers and duties as shall be prescribed by his superior officer or the Board. A
Vice President shall, when requested, counsel with and advise the other officers
of the Corporation and shall perform such other duties as he may agree with the
President or as the Board may from time to time determine. A Vice President need
not be an officer of the Corporation.

          SECTION 4.07. Treasurer. The Treasurer shall have charge and custody
of, and be responsible for, all funds of the Corporation. The Treasurer shall
regularly enter or cause to be entered in books to be kept by the Treasurer or
under the Treasurer's direction for this purpose full and adequate account of
all moneys received or paid by the Treasurer for the account of the Corporation;
the Treasurer shall exhibit such books of account and records to any of the
directors of the Corporation at any time upon request at the office of the
Corporation where such books and records shall be kept and shall render a
detailed statement of these accounts and records to the Board as often as it
shall require the same. The Treasurer shall also have such powers and perform
such duties as are assigned the Treasurer by these Bylaws and shall have such
other powers and perform such other duties, not inconsistent with these Bylaws,
as from time to time may be assigned by the Board. The Board shall have the
right to appoint one or more Assistant Treasurers who shall have the same powers
and duties as the Treasurer to be performed in the Treasurer's absence.

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          SECTION 4.08. Secretary. It shall be the duty of the Secretary to act
as secretary at all meetings of the Board, of the committees of the Board and of
the stockholders and to record the proceedings of such meetings in a book or
books to be kept for that purpose; the Secretary shall see that all notices
required to be given by the Corporation are duly given and served; the Secretary
shall be custodian of the seal of the Corporation and shall affix the seal or
cause it to be affixed to all certificates of stock of the Corporation (unless
the seal of the Corporation on such certificates shall be a facsimile) and to
all documents, the execution of which on behalf of the Corporation under its
seal is duly authorized in accordance with the provisions of these Bylaws; the
Secretary shall have charge of the books, records and papers of the Corporation
and shall see that the reports, statements and other documents required by law
to be kept and filed are properly kept and filed; and, in general, shall perform
all of the duties incident to the office of Secretary. The Secretary shall also
have such powers and perform such duties as are assigned the Secretary by these
Bylaws and shall have such other powers and perform such other duties, not
inconsistent with these Bylaws, as from time to time may be assigned by the
Board. The Secretary shall, when requested, counsel with and advise the other
officers of the Corporation and shall perform such other duties as he may agree
with the President or as the Board may from time to time determine. The Board
shall have the right to appoint one or more Assistant Secretaries who shall have
the same powers and duties as the Secretary to be performed in the Secretary's
absence.

                                    ARTICLE V

                                  Capital Stock

          SECTION 5.01. Certificates for Shares. The shares of stock of the
Corporation shall be represented by certificates, or shall be uncertificated
shares that may be evidenced by a book-entry system maintained by the registrar
of such stock, or a combination of both. To the extent that shares are
represented by certificates, such certificates shall be in such form as shall be
approved by the Board. The certificates representing shares of stock of each
class shall be signed by or in the name of the Corporation by the President or a
Vice President and the Treasurer, the Secretary or any Assistant Secretary. Any
or all such signatures may be facsimiles if countersigned by a transfer agent or
registrar. Although any officer, transfer agent or registrar whose manual or
facsimile signature is affixed to such a certificate ceases to be such officer,
transfer agent or registrar before such certificate has been issued, it may
nevertheless be issued by the Corporation with the same effect as if such
officer, transfer agent or registrar held such position at the date of its
issue.

          The stock ledger and blank share certificates shall be kept by the
Secretary or by a transfer agent or by a registrar or by any other officer or
agent designated by the Board.

          SECTION 5.02. Transfer of Shares. Transfers of shares of stock of each
class of the Corporation shall be made only on the books of the Corporation upon
authorization by the registered holder thereof, or by such holder's attorney
thereunto authorized by a power of attorney duly executed and filed with the
Secretary or a transfer

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agent for such stock, if any, and if such shares are represented by a
certificate, upon surrender of the certificate or certificates for such shares
properly endorsed or accompanied by a duly executed stock transfer power (or by
proper evidence of succession, assignment or authority to transfer) and the
payment of any taxes thereon; provided, however, that the Corporation shall be
entitled to recognize and enforce any lawful restriction on transfer. The person
in whose name shares are registered on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards to the Corporation;
provided, further, that whenever any transfer of shares shall be made for
collateral security and not absolutely, and written notice thereof shall be
given to the Secretary or to such transfer agent, such fact shall be stated in
the entry of the transfer. No transfer of shares shall be valid as against the
Corporation, its stockholders or creditors for any purpose, except to render the
transferee liable for the debts of the Corporation to the extent provided by
law, until it shall have been entered in the stock records of the Corporation by
an entry showing from and to whom transferred.

          SECTION 5.03. Registered Stockholders and Addresses of Stockholders.
The Corporation shall be entitled to recognize the exclusive right of a person
registered on its records as the owner of shares of stock to receive dividends
and to vote as such owner and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares of stock on the part of any
other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.

          Each stockholder shall designate to the Secretary, or transfer agent
of the Corporation, an address at which notices of meetings and all other
corporate notices may be given to such person, and, if any stockholder shall
fail to designate such address, corporate notices may be given to such person by
mail directed to such person at such person's post office address, if any, as
the same appears on the stock record books of the Corporation or at such
person's last known post office address.

          SECTION 5.04. Lost, Destroyed and Mutilated Certificates. The holder
of any certificate representing any shares of stock of the Corporation shall
immediately notify the Corporation of any loss, theft, destruction or mutilation
of such certificate; the Corporation may issue to such holder a new certificate
or certificates for shares, upon the surrender of the mutilated certificate or,
in the case of loss, theft or destruction of the certificate, upon satisfactory
proof of such loss, theft or destruction; the Board, or a committee designated
thereby, or the transfer agents and registrars for the stock, may, in their
discretion, require the owner of the lost, stolen or destroyed certificate, or
such person's legal representative, to give the Corporation a bond in such sum
and with such surety or sureties as they may direct to indemnify the Corporation
and said transfer agents and registrars against any claim that may be made on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

          SECTION 5.05. Regulations. The Board may make such additional rules
and regulations as it may deem expedient concerning the issue, transfer and
registration of certificated or uncertificated shares of stock of each class of
the Corporation, and may make such rules and take such action as it may deem
expedient concerning the issue of certificates in lieu of certificates claimed
to have been lost, destroyed, stolen or mutilated.

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          SECTION 5.06. Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
or any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action
(other than action by stockholders to be taken by written consent), the Board
may fix, in advance, a record date, which shall not be more than 60 days nor
less than 10 days before the date of such meeting, nor more than 60 days prior
to any other action. A determination of stockholders entitled to notice of or to
vote at a meeting of the stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.

          SECTION 5.07. Transfer Agents and Registrars. The Board may appoint,
or authorize any officer or officers to appoint, one or more transfer agents and
one or more registrars.

                                   ARTICLE VI

                                  Miscellaneous

          SECTION 6.01. Seal. The Board may provide a suitable corporate seal,
which shall bear, but not be limited to, the full name of the Corporation and
shall be in the charge of the Secretary. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced.

          SECTION 6.02. Fiscal Year. The fiscal year of the Corporation shall be
fixed by the Board.

          SECTION 6.03. Waiver of Notice. Whenever any notice whatsoever is
required to be given by these Bylaws, by the Certificate or by law, the person
entitled thereto may, either before or after the meeting or other matter in
respect of which such notice is to be given, waive such notice in writing or as
otherwise permitted by law, which shall be filed with or entered upon the
records of the meeting or the records kept with respect to such other matter, as
the case may be, and in such event such notice need not be given to such person
and such waiver shall be deemed equivalent to such notice.

          SECTION 6.04. Amendments. These Bylaws may be made, amended, altered,
changed, added to or repealed at any meeting of the Board or of the stockholders
by a vote of two-thirds the stockholders entitled to vote thereon who are
present in person or represented by proxy (and where a separate vote by class or
series is required with respect to any such proposed change, a two-thirds vote
cast by the stockholders of such class or series who are present in person or
represented by proxy shall be the act of such class or series); provided, in the
case of a meeting of the stockholders, that notice of the proposed change was
given in the notice of the meeting of the stockholders.

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          SECTION 6.05. Execution of Documents. The Board, or any committee
thereof, shall designate the officers, employees and agents of the Corporation
who shall have power to execute and deliver deeds, contracts, mortgages, bonds,
debentures, notes, checks, drafts and other orders for the payment of money and
other documents for and in the name of the Corporation and may authorize
(including authority to redelegate) by written instrument to other officers,
employees or agents of the Corporation. Such delegation may be by resolution or
otherwise, and the authority granted shall be general or confined to specific
matters, all as the Board or any such committee may determine. In the absence of
such designation referred to in the first sentence of this Section 6.05, the
officers of the Corporation shall have such power so referred to, to the extent
incident to the normal performance of their duties.

          SECTION 6.06. Checks. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation, and all notes or other
evidences of indebtedness of the Corporation, shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by
resolution of the Board or of any committee thereof or by any officer of the
Corporation to whom power in respect of financial operations shall have been
delegated by the Board, or any such committee thereof, or as set forth in these
Bylaws. In the absence of such a determination, the officers of the Corporation
shall have such power so referred to, to the extent incident to the normal
performance of their duties.

          SECTION 6.07. Proxies in Respect of Stock or Other Securities of Other
Corporations. The Board, or any committee thereof, shall designate the officers
of the Corporation who shall have authority from time to time to appoint an
agent or agents of the Corporation to exercise in the name and on behalf of the
Corporation the powers and rights which the Corporation may have as the holder
of stock or other securities in any other corporation or other entity, and to
vote or consent in respect of such stock or securities; such designated officers
may instruct the person or persons so appointed as to the manner of exercising
such powers and rights; and such designated officers may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, such written proxies, powers of attorney or other
instruments as they may deem necessary or proper in order that the Corporation
may exercise its said powers and rights.

          SECTION 6.08. Dividends. Subject to the requirements of the DGCL and
the Certificate, dividends upon the capital stock of the Corporation, if any,
may be declared by the Board at any regular or special meeting of the Board (or
any action by written consent in lieu thereof in accordance with these Bylaws),
and may be paid in cash, in property or in shares of the Corporation's capital
stock. Before any 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
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 may modify or abolish any such reserve.

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          SECTION 6.09. Subject to Law and the Certificate. All powers, duties
and responsibilities provided for in these Bylaws, whether or not explicitly so
qualified, are qualified by the provisions of applicable law and the
Certificate.


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