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                                                                     Exhibit 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                         OCEAN POWER TECHNOLOGIES, INC.

     FIRST: The name of the Corporation is Ocean Power Technologies, Inc.

     SECOND: The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

     THIRD: The nature of the business or purposes to be conducted or promoted
by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.

     FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 110,000,000 shares, consisting of
(i) 105,000,000 shares of Common Stock, $0.001 par value per share ("Common
Stock"), and (ii) 5,000,000 shares of Preferred Stock, $0.001 par value per
share ("Preferred Stock").

     The following is a statement of the designations and the powers, privileges
and rights, and the qualifications, limitations or restrictions thereof in
respect of each class of capital stock of the Corporation.

A COMMON STOCK.

     1. General. The voting, dividend and liquidation rights of the holders of
the Common Stock are subject to and qualified by the rights of the holders of
the Preferred Stock of any series as may be designated by the Board of Directors
upon any issuance of the Preferred Stock of any series.

     2. Voting. The holders of the Common Stock shall have voting rights at all
meetings of stockholders, each such holder being entitled to one vote for each
share thereof held by such holder; provided, however, that, except as otherwise
required by law, holders of Common Stock shall not be entitled to vote on any
amendment to this Certificate of Incorporation (which, as used herein, shall
mean the certificate of incorporation of the Corporation, as amended from time
to time, including the terms of any certificate of designations of any series of
Preferred Stock) that relates solely to the terms of one or more outstanding
series of Preferred Stock if the holders of such affected series are entitled,
either separately or together as a class with the holders of one or more other
such series, to vote thereon pursuant to this Certificate of Incorporation.
There shall be no cumulative voting.



     The number of authorized shares of Common Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the stock of the Corporation
entitled to vote, irrespective of the provisions of Section 242(b)(2) of the
General Corporation Law of Delaware.

     3. Dividends. Dividends may be declared and paid on the Common Stock from
funds lawfully available therefor as and when determined by the Board of
Directors and subject to any preferential dividend or other rights of any then
outstanding Preferred Stock.

     4. Liquidation. Upon the dissolution or liquidation of the Corporation,
whether voluntary or involuntary, holders of Common Stock will be entitled to
receive all assets of the Corporation available for distribution to its
stockholders, subject to any preferential or other rights of any then
outstanding Preferred Stock.

B PREFERRED STOCK.

     Preferred Stock may be issued from time to time in one or more series, each
of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation as hereinafter provided. Any shares of
Preferred Stock that may be redeemed, purchased or acquired by the Corporation
may be reissued except as otherwise provided by law.

     Authority is hereby expressly granted to the Board of Directors from time
to time to issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions providing for
the issuance of the shares thereof, to determine and fix the number of shares of
such series and such voting powers, full or limited, or no voting powers, and
such designations, preferences and relative participating, optional or other
special rights, and qualifications, limitations or restrictions thereof,
including, without limitation thereof, dividend rights, conversion rights,
redemption privileges and liquidation preferences, as shall be stated and
expressed in such resolutions, all to the full extent now or hereafter permitted
by the General Corporation Law of Delaware. Without limiting the generality of
the foregoing, the resolutions providing for issuance of any series of Preferred
Stock may provide that such series shall be superior or rank equally or be
junior to the Preferred Stock of any other series to the extent permitted by
law.

     The number of authorized shares of Preferred Stock may be increased or
decreased (but not below the number of shares then outstanding) by the
affirmative vote of the holders of a majority of the stock of the Corporation
entitled to vote, irrespective of the provisions of Section 242(b)(2) of the
General Corporation Law of Delaware.

     FIFTH: Except as otherwise provided herein, the Corporation reserves the
right to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter prescribed by
statute and this Certificate of Incorporation, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     SIXTH: In furtherance and not in limitation of the powers conferred upon it
by the laws of the State of Delaware, and subject to the terms of any series of
Preferred Stock, the Board of Directors shall have the power to adopt, amend,
alter or repeal the Corporation's By-laws. The


                                       -2-



affirmative vote of a majority of the directors present at any regular or
special meeting of the Board of Directors at which a quorum is present shall be
required to adopt, amend, alter or repeal the Corporation's By-laws. The
Corporation's By-laws also may be adopted, amended, altered or repealed by the
affirmative vote of the holders of at least seventy-five percent (75%) of the
votes that all the stockholders would be entitled to cast in any annual election
of directors, in addition to any other vote required by this Certificate of
Incorporation. Notwithstanding any other provisions of law, this Certificate of
Incorporation or the By-Laws of the Corporation, and notwithstanding the fact
that a lesser percentage may be specified by law, the affirmative vote of the
holders of at least seventy-five percent (75%) of the votes that all the
stockholders would be entitled to cast in any annual election of directors shall
be required to amend or repeal, or to adopt any provision inconsistent with,
this Article SIXTH.

     SEVENTH: Except to the extent that the General Corporation Law of Delaware
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty, no director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability. No amendment to or repeal of this provision shall apply to or have
any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal. If the General Corporation Law of
Delaware is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of Delaware, as so amended.

     EIGHTH: The Corporation shall provide indemnification as follows:

     1. Actions, Suits and Proceedings Other than by or in the Right of the
Corporation. The Corporation shall indemnify each person who was or is a party
or threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he or she is or was, or has agreed to become, a director or officer of
the Corporation, or is or was serving, or has agreed to serve, at the request of
the Corporation, as a director, officer, partner, employee or trustee of, or in
a similar capacity with, another corporation, partnership, joint venture, trust
or other enterprise (including any employee benefit plan) (all such persons
being referred to hereafter as an "Indemnitee"), or by reason of any action
alleged to have been taken or omitted in such capacity, against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by or on behalf of Indemnitee in connection
with such action, suit or proceeding and any appeal therefrom, if Indemnitee
acted in good faith and in a manner that Indemnitee reasonably believed to be
in, or not opposed to, the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that Indemnitee did not
act in good faith and in a manner that Indemnitee reasonably believed to be in,
or not opposed to, the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.


                                       -3-



     2. Actions or Suits by or in the Right of the Corporation. The Corporation
shall indemnify any Indemnitee who was or is a party to or threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that Indemnitee is or was, or has agreed to become, a director or officer
of the Corporation, or is or was serving, or has agreed to serve, at the request
of the Corporation, as a director, officer, partner, employee or trustee of, or
in a similar capacity with, another corporation, partnership, joint venture,
trust or other enterprise (including any employee benefit plan), or by reason of
any action alleged to have been taken or omitted in such capacity, against all
expenses (including attorneys' fees) and, to the extent permitted by law,
amounts paid in settlement actually and reasonably incurred by or on behalf of
Indemnitee in connection with such action, suit or proceeding and any appeal
therefrom, if Indemnitee acted in good faith and in a manner that Indemnitee
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, except that no indemnification shall be made under this Section 2
in respect of any claim, issue or matter as to which Indemnitee shall have been
adjudged to be liable to the Corporation, unless, and only to the extent, that
the Court of Chancery of Delaware shall determine upon application that, despite
the adjudication of such liability but in view of all the circumstances of the
case, Indemnitee is fairly and reasonably entitled to indemnity for such
expenses (including attorneys' fees) that the Court of Chancery of Delaware
shall deem proper.

     3. Indemnification for Expenses of Successful Party. Notwithstanding any
other provisions of this Article, to the extent that an Indemnitee has been
successful, on the merits or otherwise, in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of this Article EIGHTH, or in defense
of any claim, issue or matter therein, or on appeal from any such action, suit
or proceeding, Indemnitee shall be indemnified against all expenses (including
attorneys' fees) actually and reasonably incurred by or on behalf of Indemnitee
in connection therewith. Without limiting the foregoing, if any action, suit or
proceeding is disposed of, on the merits or otherwise (including a disposition
without prejudice), without (i) the disposition being adverse to Indemnitee,
(ii) an adjudication that Indemnitee was liable to the Corporation, (iii) a plea
of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee
did not act in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and (v) with respect to any
criminal proceeding, an adjudication that Indemnitee had reasonable cause to
believe his conduct was unlawful, Indemnitee shall be considered for the
purposes hereof to have been wholly successful with respect thereto.

     4. Notification and Defense of Claim. As a condition precedent to an
Indemnitee's right to be indemnified, such Indemnitee must notify the
Corporation in writing as soon as practicable of any action, suit, proceeding or
investigation involving such Indemnitee for which indemnity will or could be
sought. With respect to any action, suit, proceeding or investigation of which
the Corporation is so notified, the Corporation will be entitled to participate
therein at its own expense and/or to assume the defense thereof at its own
expense, with legal counsel reasonably acceptable to Indemnitee. After notice
from the Corporation to Indemnitee of its election so to assume such defense,
the Corporation shall not be liable to Indemnitee for any legal or other
expenses subsequently incurred by Indemnitee in connection with such action,
suit, proceeding or investigation, other than as provided below in this Section
4. Indemnitee shall have the right to employ his or her own counsel in
connection with such action, suit, proceeding or investigation, but the fees and
expenses of such counsel incurred after notice from the Corporation of its
assumption of the defense thereof shall be at the expense of Indemnitee unless


                                       -4-



(i) the employment of counsel by Indemnitee has been authorized by the
Corporation, (ii) counsel to Indemnitee shall have reasonably concluded that
there may be a conflict of interest or position on any significant issue between
the Corporation and Indemnitee in the conduct of the defense of such action,
suit, proceeding or investigation or (iii) the Corporation shall not in fact
have employed counsel to assume the defense of such action, suit, proceeding or
investigation, in each of which cases the fees and expenses of counsel for
Indemnitee shall be at the expense of the Corporation, except as otherwise
expressly provided by this Article. The Corporation shall not be entitled,
without the consent of Indemnitee, to assume the defense of any claim brought by
or in the right of the Corporation or as to which counsel for Indemnitee shall
have reasonably made the conclusion provided for in clause (ii) above. The
Corporation shall not be required to indemnify Indemnitee under this Article
EIGHTH for any amounts paid in settlement of any action, suit, proceeding or
investigation effected without its written consent. The Corporation shall not
settle any action, suit, proceeding or investigation in any manner that would
impose any penalty or limitation on Indemnitee without Indemnitee's written
consent. Neither the Corporation nor Indemnitee will unreasonably withhold or
delay its consent to any proposed settlement.

     5. Advance of Expenses. Subject to the provisions of Section 6 of this
Article EIGHTH, in the event of any action, suit, proceeding or investigation of
which the Corporation receives notice under this Article, any expenses
(including attorneys' fees) incurred by or on behalf of Indemnitee in defending
an action, suit, proceeding or investigation or any appeal therefrom shall be
paid by the Corporation in advance of the final disposition of such matter;
provided, however, that the payment of such expenses incurred by or on behalf of
Indemnitee in advance of the final disposition of such matter shall be made only
upon receipt of an undertaking by or on behalf of Indemnitee to repay all
amounts so advanced in the event that it shall ultimately be determined by final
judicial decision from which there is no further right to appeal that Indemnitee
is not entitled to be indemnified by the Corporation as authorized in this
Article; and further provided that no such advancement of expenses shall be made
under this Article EIGHTH if it is determined (in the manner described in
Section 6) that (i) Indemnitee did not act in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, or (ii) with respect to any criminal action or proceeding,
Indemnitee had reasonable cause to believe his conduct was unlawful. Such
undertaking shall be accepted without reference to the financial ability of
Indemnitee to make such repayment.

     6. Procedure for Indemnification and Advancement. In order to obtain
indemnification or advancement of expenses pursuant to Section 1, 2, 3 or 5 of
this Article EIGHTH, an Indemnitee shall submit to the Corporation a written
request. Any such advancement of expenses shall be made promptly, and in any
event within 60 days after receipt by the Corporation of the written request of
Indemnitee, unless (i) the Corporation has assumed the defense pursuant to
Section 4 of this Article EIGHTH (and none of the circumstances described in
Section 4 of this Article EIGHTH that would nonetheless entitle the Indemnitee
to indemnification for the fees and expenses of separate counsel have occurred)
or (ii) the Corporation determines within such 60-day period that Indemnitee did
not meet the applicable standard of conduct set forth in Section 1, 2 or 5 of
this Article EIGHTH, as the case may be. Any such indemnification, unless
ordered by a court, shall be made with respect to requests under Section 1 or 2
only as authorized in the specific case upon a determination by the Corporation
that the indemnification of Indemnitee is proper because Indemnitee has met the


                                       -5-



applicable standard of conduct set forth in Section 1 or 2, as the case may be.
Such determination shall be made in each instance (a) by a majority vote of the
directors of the Corporation consisting of persons who are not at that time
parties to the action, suit or proceeding in question ("disinterested
directors"), whether or not a quorum, (b) by a committee of disinterested
directors designated by majority vote of disinterested directors, whether or not
a quorum, (c) if there are no disinterested directors, or if the disinterested
directors so direct, by independent legal counsel (who may, to the extent
permitted by law, be regular legal counsel to the Corporation) in a written
opinion, or (d) by the stockholders of the Corporation.

     7. Remedies. The right to indemnification or advancement of expenses as
granted by this Article shall be enforceable by Indemnitee in any court of
competent jurisdiction. Neither the failure of the Corporation to have made a
determination prior to the commencement of such action that indemnification is
proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Corporation pursuant to Section 6
of this Article EIGHTH that Indemnitee has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that
Indemnitee has not met the applicable standard of conduct. In any suit brought
by Indemnitee to enforce a right to indemnification, or brought by the
Corporation to recover and advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that Indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Article EIGHTH or
otherwise shall be on the Corporation. Indemnitee's expenses (including
attorneys' fees) reasonably incurred in connection with successfully
establishing Indemnitee's right to indemnification, in whole or in part, in any
such proceeding shall also be indemnified by the Corporation. Notwithstanding
the foregoing, in (i) any suit brought by Indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the Corporation to
recover an advancement of expenses) it shall be a defense that, and (ii) in any
suit brought by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the Corporation shall be entitled to recover
such expenses upon a final adjudication that, Indemnitee has not met any
applicable standard for indemnification set forth in the General Corporation Law
of Delaware.

     8. Limitations. Notwithstanding anything to the contrary in this Article,
except as set forth in Section 7 of this Article EIGHTH, the Corporation shall
not indemnify an Indemnitee pursuant to this Article EIGHTH in connection with a
proceeding (or part thereof) initiated by such Indemnitee unless the initiation
thereof was approved by the Board of Directors of the Corporation.
Notwithstanding anything to the contrary in this Article, the Corporation shall
not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the
proceeds of insurance, and in the event the Corporation makes any
indemnification payments to an Indemnitee and such Indemnitee is subsequently
reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund
indemnification payments to the Corporation to the extent of such insurance
reimbursement.

     9. Subsequent Amendment. No amendment, termination or repeal of this
Article EIGHTH or of the relevant provisions of the General Corporation Law of
Delaware or any other applicable laws shall adversely affect or diminish in any
way the rights of any Indemnitee to indemnification under the provisions hereof
with respect to any action, suit, proceeding or investigation arising out of or
relating to any actions, transactions or facts occurring prior to the final
adoption of such amendment, termination or repeal.


                                       -6-



     10. Other Rights. The indemnification and advancement of expenses provided
by this Article EIGHTH shall not be deemed exclusive of any other rights to
which an Indemnitee seeking indemnification or advancement of expenses may be
entitled under any law (common or statutory), agreement or vote of stockholders
or disinterested directors or otherwise, both as to action in Indemnitee's
official capacity and as to action in any other capacity while holding office
for the Corporation, and shall continue as to an Indemnitee who has ceased to be
a director or officer, and shall inure to the benefit of the estate, heirs,
executors and administrators of Indemnitee. Nothing contained in this Article
EIGHTH shall be deemed to prohibit, and the Corporation is specifically
authorized to enter into, agreements with officers and directors providing
indemnification rights and procedures different from those set forth in this
Article EIGHTH. In addition, the Corporation may, to the extent authorized from
time to time by its Board of Directors, grant indemnification rights to other
employees or agents of the Corporation or other persons serving the Corporation
and such rights may be equivalent to, or greater or less than, those set forth
in this Article EIGHTH.

     11. Partial Indemnification. If an Indemnitee is entitled under any
provision of this Article EIGHTH to indemnification by the Corporation for some
or a portion of the expenses (including attorneys' fees), judgments, fines or
amounts paid in settlement actually and reasonably incurred by or on behalf of
Indemnitee in connection with any action, suit, proceeding or investigation and
any appeal therefrom but not, however, for the total amount thereof, the
Corporation shall nevertheless indemnify Indemnitee for the portion of such
expenses (including attorneys' fees), judgments, fines or amounts paid in
settlement to which Indemnitee is entitled.

     12. Insurance. The Corporation may purchase and maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise (including any employee benefit plan) against any expense, liability
or loss incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the General Corporation Law
of Delaware.

     13. Savings Clause. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with any action, suit, proceeding or investigation, whether civil,
criminal or administrative, including an action by or in the right of the
Corporation, to the fullest extent permitted by any applicable portion of this
Article that shall not have been invalidated and to the fullest extent permitted
by applicable law.

     14. Definitions. Terms used herein and defined in Section 145(h) and
Section 145(i) of the General Corporation Law of Delaware shall have the
respective meanings assigned to such terms in such Section 145(h) and Section
145(i).

     NINTH: In furtherance of and not in limitation of powers conferred by
statute, it is further provided:


                                       -7-



     1. General Powers of Board. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.

     2. Number of Directors; Election of Directors. Subject to the rights of
holders of any series of Preferred Stock to elect directors, the number of
directors of the Corporation shall be established by the Board of Directors.
Election of directors need not be by written ballot, except as and to the extent
provided in the By-laws of the Corporation.

     3. Terms of Office. Subject to the rights of holders of any series of
Preferred Stock to elect directors, each director shall serve for a term ending
on the date of the Corporation's annual meeting; provided however, that the term
of each director shall continue until the election and qualification of his
successor and be subject to his earlier death, resignation or removal.

     4. Quorum. The greater of (a) a majority of the directors at any time in
office and (b) one-third of the number of directors fixed pursuant to Section 2
of this Article NINTH shall constitute a quorum. If at any meeting of the Board
of Directors there shall be less than such a quorum, a majority of the directors
present may adjourn the meeting from time to time without further notice other
than announcement at the meeting, until a quorum shall be present.

     5. Action at Meeting. Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum is present shall
be regarded as the act of the Board of Directors unless a greater number is
required by law or by this Certificate of Incorporation.

     6. Removal. Subject to the rights of holders of any series of Preferred
Stock, directors of the Corporation may be removed only for cause and only by
the affirmative vote of the holders of at least seventy-five percent (75%) of
the votes that all the stockholders would be entitled to cast in any annual
election of directors.

     7. Vacancies. Subject to the rights of holders of any series of Preferred
Stock, any vacancy or newly created directorships in the Board of Directors,
however occurring, shall be filled only by vote of a majority of the directors
then in office, although less than a quorum, or by a sole remaining director and
shall not be filled by the stockholders. A director elected to fill a vacancy
shall hold office until the next election of directors, subject to the election
and qualification of a successor and to such director's earlier death,
resignation or removal.

     8. Stockholder Nominations and Introduction of Business, Etc. Advance
notice of stockholder nominations for election of directors and other business
to be brought by stockholders before a meeting of stockholders shall be given in
the manner provided by the By-laws of the Corporation.

     9. Amendments to Article. Notwithstanding any other provisions of law, this
Certificate of Incorporation or the By-laws of the Corporation, and
notwithstanding the fact that a lesser percentage may be specified by law, the
affirmative vote of the holders of at least seventy-five percent (75%) of the
votes that all the stockholders would be entitled to cast in any annual election
of directors shall be required to amend or repeal, or to adopt any provision
inconsistent with, this Article NINTH.


                                       -8-



     TENTH: Stockholders of the Corporation may not take any action by written
consent in lieu of a meeting. Notwithstanding any other provisions of law, this
Certificate of Incorporation or the By-laws of the Corporation, and
notwithstanding the fact that a lesser percentage may be specified by law, the
affirmative vote of the holders of at least seventy-five percent (75%) of the
votes that all the stockholders would be entitled to cast in any annual election
of directors shall be required to amend or repeal, or to adopt any provision
inconsistent with, this Article TENTH.

     ELEVENTH: Special meetings of stockholders for any purpose or purposes may
be called at any time by the Board of Directors, the Chairman of the Board, the
President or the Chief Executive Officer, but such special meetings may not be
called by any other person or persons. Business transacted at any special
meeting of stockholders shall be limited to matters relating to the purpose or
purposes stated in the notice of meeting. Notwithstanding any other provision of
law, this Certificate of Incorporation or the By-laws of the Corporation, and
notwithstanding the fact that a lesser percentage may be specified by law, the
affirmative vote of the holders of at least seventy-five percent (75%) of the
votes that all the stockholders would be entitled to cast in any annual election
of directors shall be required to amend or repeal, or to adopt any provision
inconsistent with, this Article ELEVENTH.

     TWELFTH: The name and mailing address of the sole incorporator are as
follows:



NAME                  MAILING ADDRESS
- ----                  ---------------
                   
Charles F. Dunleavy   c/o Ocean Power Technologies, Inc.
                      1590 Reed Road
                      Pennington, NJ 08534


     EXECUTED at Pennington, NJ, on March 22, 2007.


                                        /s/ Charles F. Dunleavy
                                        ----------------------------------------
                                        Charles F. Dunleavy, Incorporator


                                      -9-

                                                                     Exhibit 3.2

                                     BY-LAWS

                                       OF

                         OCEAN POWER TECHNOLOGIES, INC.

                        (Effective as of March 27, 2007)



                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
ARTICLE I
STOCKHOLDERS.............................................................     1
   1.1  Place of Meetings................................................     1
   1.2  Annual Meeting...................................................     1
   1.3  Special Meetings.................................................     1
   1.4  Notice of Meetings...............................................     1
   1.5  Voting List......................................................     1
   1.6  Quorum...........................................................     2
   1.7  Adjournments.....................................................     2
   1.8  Voting and Proxies...............................................     2
   1.9  Action at Meeting................................................     2
   1.10 Nomination of Directors..........................................     3
   1.11 Notice of Business at Annual Meetings............................     5
   1.12 Conduct of Meetings..............................................     6
   1.13 No Action by Consent in Lieu of a Meeting........................     7
   1.14 Notice of Share Ownership........................................     8

ARTICLE II
DIRECTORS................................................................     8
   2.1  General Powers...................................................     8
   2.2  Number, Election and Qualification...............................     8
   2.3  Terms of Office..................................................     8
   2.4  Quorum...........................................................     8
   2.5  Action at Meeting................................................     8
   2.6  Removal..........................................................     8
   2.7  Vacancies........................................................     9
   2.8  Resignation......................................................     9
   2.9  Regular Meetings.................................................     9
   2.10 Special Meetings.................................................     9
   2.11 Notice of Special Meetings.......................................     9
   2.12 Meetings by Conference Communications Equipment..................     9
   2.13 Action by Consent................................................     9
   2.14 Committees.......................................................     9
   2.15 Compensation of Directors........................................    10

ARTICLE III
OFFICERS.................................................................    10
   3.1  Titles...........................................................    10
   3.2  Election.........................................................    10
   3.3  Qualification....................................................    10



                                        i




                                                                         
   3.4  Tenure...........................................................    10
   3.5  Resignation and Removal..........................................    11
   3.6  Vacancies........................................................    11
   3.7  Chairman of the Board............................................    11
   3.8  Chief Executive Officer..........................................    11
   3.9  President........................................................    11
   3.10 Vice Presidents..................................................    11
   3.11 Secretary and Assistant Secretaries..............................    12
   3.12 Treasurer and Assistant Treasurers...............................    12
   3.13 Salaries.........................................................    12
   3.14 Delegation of Authority..........................................    12

ARTICLE IV
CAPITAL STOCK............................................................    13
   4.1  Issuance of Stock................................................    13
   4.2  Certificates of Stock............................................    13
   4.3  Transfers........................................................    13
   4.4  Lost, Stolen or Destroyed Certificates...........................    14
   4.5  Record Date......................................................    14

ARTICLE V
GENERAL PROVISIONS.......................................................    14
   5.1  Fiscal Year......................................................    14
   5.2  Corporate Seal...................................................    14
   5.3  Waiver of Notice.................................................    14
   5.4  Voting of Securities.............................................    14
   5.5  Evidence of Authority............................................    15
   5.6  Certificate of Incorporation.....................................    15
   5.7  Severability.....................................................    15
   5.8  Pronouns.........................................................    15

ARTICLE VI
AMENDMENTS...............................................................    15



                                       ii



                                    ARTICLE I

                                  STOCKHOLDERS

     1.1 Place of Meetings. All meetings of stockholders shall be held at such
place as may be designated from time to time by the Board of Directors, the
Chairman of the Board or the Chief Executive Officer or, if not so designated,
at the principal office of the corporation.

     1.2 Annual Meeting. The annual meeting of stockholders for the election of
directors and for the transaction of such other business as may properly be
brought before the meeting shall be held on a date and at a time designated by
the Board of Directors, the Chairman of the Board or the Chief Executive Officer
(which date shall not be a legal holiday in the place where the meeting is to be
held). If no annual meeting is held in accordance with the foregoing provisions,
a special meeting may be held in lieu of the annual meeting, and any action
taken at that special meeting shall have the same effect as if it had been taken
at the annual meeting, and in such case all references in these By-laws to the
annual meeting of the stockholders shall be deemed to refer to such special
meeting.

     1.3 Special Meetings. Special meetings of stockholders for any purpose or
purposes may be called at any time by the Board of Directors, the Chairman of
the Board or the Chief Executive Officer, but such special meetings may not be
called by any other person or persons. The Board of Directors may postpone or
reschedule any previously scheduled special meeting. Business transacted at any
special meeting of stockholders shall be limited to matters relating to the
purpose or purposes stated in the notice of meeting.

     1.4 Notice of Meetings. Except as otherwise provided by law, notice of each
meeting of 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
entitled to vote at such meeting. Without limiting the manner by which notice
otherwise may be given to stockholders, any notice shall be effective if given
by a form of electronic transmission consented to (in a manner consistent with
the General Corporation Law of the State of Delaware) by the stockholder to whom
the notice is given. The notices of all meetings shall state the place, date and
time of the meeting and the means of remote communications, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such meeting. The notice of a special meeting shall state, in addition, the
purpose or purposes for which the meeting is called. If notice is given by mail,
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. If notice is given by electronic
transmission, such notice shall be deemed given at the time specified in Section
232 of the General Corporation Law of the State of Delaware.

     1.5 Voting List. The Secretary shall prepare, at least 10 days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, for a period of at least 10 days prior to the meeting:
(a) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with notice of the meeting, or
(b) during ordinary



business hours, at the principal place of business of the corporation. The list
shall also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.

     1.6 Quorum. Except as otherwise provided by law, the Certificate of
Incorporation or these By-laws, the holders of a majority in voting power of the
shares of the capital stock of the corporation issued and outstanding and
entitled to vote at the meeting, present in person, present by means of remote
communication in a manner, if any, authorized by the Board of Directors in its
sole discretion, or represented by proxy, shall constitute a quorum for the
transaction of business. A quorum, once established at a meeting, shall not be
broken by the withdrawal of enough votes to leave less than a quorum.

     1.7 Adjournments. Any meeting of stockholders may be adjourned from time to
time to any other time and to any other place at which a meeting of stockholders
may be held under these By-laws by the stockholders present or represented at
the meeting and entitled to vote, although less than a quorum, or, if no
stockholder is present, by any officer entitled to preside at or to act as
secretary of such meeting. It shall not be necessary to notify any stockholder
of any adjournment of less than 30 days if the time and place of the adjourned
meeting, and the means of remote communication, if any, by which stockholders
and proxyholders may be deemed to be present in person and vote at such
adjourned meeting, are announced at the meeting at which adjournment is taken,
unless after the adjournment a new record date is fixed for the adjourned
meeting. At the adjourned meeting, the corporation may transact any business
which might have been transacted at the original meeting.

     1.8 Voting and Proxies. Each stockholder shall have one vote for each share
of stock entitled to vote held of record by such stockholder and a proportionate
vote for each fractional share so held, unless otherwise provided by law or the
Certificate of Incorporation. Each stockholder of record entitled to vote at a
meeting of stockholders may vote in person (including by means of remote
communications, if any, by which stockholders may be deemed to be present in
person and vote at such meeting) or may authorize another person or persons to
vote for such stockholder by a proxy executed or transmitted in a manner
permitted by the General Corporation Law of the State of Delaware by the
stockholder or such stockholder's authorized agent and delivered (including by
electronic transmission) to the Secretary of the corporation. No such proxy
shall be voted upon after three years from the date of its execution, unless the
proxy expressly provides for a longer period.

     1.9 Action at Meeting. When a quorum is present at any meeting, any matter
other than the election of directors to be voted upon by the stockholders at
such meeting shall be decided by the affirmative vote of the holders of a
majority in voting power of the shares of stock present or represented and
voting on such matter (or if there are two or more classes of stock entitled to
vote as separate classes, then in the case of each such class, the holders of a
majority in voting power of the shares of stock of that class present or
represented and voting on such matter), except when a different vote is required
by law, the Certificate of Incorporation or these By-laws. When a quorum is
present at any meeting, any election by stockholders of directors shall be
determined by a plurality of the votes cast by the stockholders entitled to vote
on the election.


                                        2



     1.10 Nomination of Directors.

          (a) Except for (1) any directors entitled to be elected by the holders
of preferred stock, (2) any directors elected in accordance with Section 2.9
hereof by the Board of Directors to fill a vacancy or newly-created
directorships or (3) as otherwise required by applicable law or stock market
regulation, only persons who are nominated in accordance with the procedures in
this Section 1.10 shall be eligible for election as directors. Nomination for
election to the Board of Directors 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 who (x) complies with the notice procedures set forth in Section
1.10(b) and (y) is a stockholder of record on the date of the giving of such
notice and on the record date for the determination of stockholders entitled to
vote at such meeting.

          (b) To be timely, a stockholder's notice must be received in writing
by the Secretary at the principal executive offices of the corporation as
follows: (i) in the case of an election of directors at an annual meeting of
stockholders, not less than 90 days nor more than 120 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 20 days,
or delayed by more than 60 days, from the first anniversary of the preceding
year's annual meeting, a stockholder's notice must be so received not earlier
than the 120th day prior to such annual meeting and not later than the close of
business on the later of (A) the 90th day prior to such annual meeting and (B)
the tenth day following the day on which notice of the date of such annual
meeting was mailed or public disclosure of the date of such annual meeting was
made, whichever first occurs; or (ii) in the case of an election of directors at
a special meeting of stockholders, provided that the Board of Directors has
determined that directors shall be elected at such meeting, not earlier than the
120th day prior to such special meeting and not later than the close of business
on the later of (x) the 90th day prior to such special meeting and (y) the tenth
day following the day on which notice of the date of such special meeting was
mailed or public disclosure of the date of such special meeting was made,
whichever first occurs. In no event shall the adjournment or postponement of an
annual meeting (or the public announcement thereof) commence a new time period
(or extend any time period) for the giving of a stockholder's notice.

     The stockholder's notice to the Secretary shall set forth: (A) as to each
proposed nominee (1) such person's name, age, business address and, if known,
residence address, (2) such person's principal occupation or employment, (3) the
class and number of shares of stock of the corporation which are beneficially
owned by such person, and (4) any other information concerning such person that
must be disclosed as to nominees in proxy solicitations pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(B) as to the stockholder giving the notice (1) such stockholder's name and
address, as they appear on the corporation's books, (2) the class and number of
shares of stock of the corporation which are owned, beneficially and of record,
by such stockholder, (3) a description of all arrangements or understandings
between such stockholder and each proposed nominee and any other person or
persons (including their names) pursuant to which the nomination(s) are to be
made by such stockholder, (4) a representation that such stockholder intends to
appear in person or by proxy at the meeting to nominate the person(s) named in
its notice and (5) a representation whether the stockholder intends or is part
of a group which intends (x) to deliver a proxy statement and/or form of proxy
to holders of at least the percentage of the corporation's outstanding capital
stock required to elect the nominee and/or (y) otherwise to solicit proxies from
stockholders in support of such nomination; and (C) as to the beneficial owner,
if any, on whose behalf the nomination is being made (1) such beneficial owner's
name and address, (2) the class and number of shares of stock of the corporation
which are beneficially owned by such beneficial owner, (3) a description of all
arrangements or understandings between such beneficial owner and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made and (4) a representation whether the
beneficial owner intends or is part of a group which intends (x) to deliver a
proxy


                                        3



statement and/or form of proxy to holders of at least the percentage of the
corporation's outstanding capital stock requirement to elect the nominee and/or
(y) otherwise to solicit proxies from stockholders in support of such
nomination. In addition, to be effective, the stockholder's notice must be
accompanied by the written consent of the proposed nominee to serve as a
director if elected. The corporation may require any proposed nominee to furnish
such other information as may reasonably be required to determine the
eligibility of such proposed nominee to serve as a director of the corporation.
A stockholder shall not have complied with this Section 1.10(b) if the
stockholder (or beneficial owner, if any, on whose behalf the nomination is
made) solicits or does not solicit, as the case may be, proxies in support of
such stockholder's nominee in contravention of the representations with respect
thereto required by this Section 1.10.

          (c) The chairman of any meeting shall have the power and duty to
determine whether a nomination was made in accordance with the provisions of
this Section 1.10 (including whether the stockholder or beneficial owner, if
any, on whose behalf the nomination is made solicited (or is part of a group
which solicited) or did not so solicit, as the case may be, proxies in support
of such stockholder's nominee in compliance with the representations with
respect thereto required by this Section 1.10), and if the chairman should
determine that a nomination was not made in accordance with the provisions of
this Section 1.10, the chairman shall so declare to the meeting and such
nomination shall be disregarded.

          (d) Except as otherwise required by law, nothing in this Section 1.10
shall obligate the corporation or the Board of Directors to include in any proxy
statement or other stockholder communication distributed on behalf of the
corporation or the Board of Directors information with respect to any nominee
for director submitted by a stockholder.

          (e) Notwithstanding the foregoing provisions of this Section 1.10, if
the stockholder (or a qualified representative of the stockholder) does not
appear at the annual or special meeting of stockholders of the corporation to
present a nomination, such nomination shall be disregarded, notwithstanding that
proxies in respect of such vote may have been received by the corporation. For
purposes of this Section 1.10, to be considered a qualified representative of
the stockholder, a person must be authorized by a written instrument executed by
such stockholder or an electronic transmission delivered by such stockholder to
act for such stockholder as proxy at the meeting of stockholders and such person
must produce such written instrument or electronic transmission, or a reliable
reproduction of the written instrument or electronic transmission, at the
meeting of stockholders.

          (f) For purposes of this Section 1.10, "public disclosure" shall
include disclosure in a press release reported by the Dow Jones New Service,
Associated Press or


                                        4



comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

     1.11 Notice of Business at Annual Meetings.

          (a) At any annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (1) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (2) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (3) properly brought before the
meeting by a stockholder. For business to be properly brought before an annual
meeting by a stockholder, (i) if such business relates to the nomination of a
person for election as a director of the corporation, the procedures in Section
1.10 must be complied with and (ii) if such business relates to any other
matter, the business must constitute a proper matter under Delaware law for
stockholder action and the stockholder must (x) have given timely notice thereof
in writing to the Secretary in accordance with the procedures set forth in
Section 1.11(b) and (y) be a stockholder of record on the date of the giving of
such notice and on the record date for the determination of stockholders
entitled to vote at such annual meeting.

          (b) To be timely, a stockholder's notice must be received in writing
by the Secretary 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
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced by more than 20 days, or delayed by more
than 60 days, from the first anniversary of the preceding year's annual meeting,
a stockholder's notice must be so received not earlier than the 120th day prior
to such annual meeting and not later than the close of business on the later of
(A) the 90th day prior to such annual meeting and (B) the tenth day following
the day on which notice of the date of such annual meeting was mailed or public
disclosure of the date of such annual meeting was made, whichever first occurs.
In no event shall the adjournment or postponement of an annual meeting (or the
public announcement thereof) commence a new time period (or extend any time
period) for the giving of a stockholder's notice.

     The stockholder's notice to the Secretary shall set forth as to each matter
the stockholder proposes to bring before the annual meeting (1) a brief
description of the business desired to be brought before the annual meeting, the
text relating to the business (including the text of any resolutions proposed
for consideration and in the event that such business includes a proposal to
amend the By-laws, the language of the proposed amendment), and the reasons for
conducting such business at the annual meeting, (2) the name and address, as
they appear on the corporation's books, of the stockholder proposing such
business, and the name and address of the beneficial owner, if any, on whose
behalf the proposal is made, (3) the class and number of shares of stock of the
corporation which are owned, of record and beneficially, by the stockholder and
beneficial owner, if any, (4) a description of all arrangements or
understandings between such stockholder or such beneficial owner, if any, and
any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of the
stockholder or such beneficial owner, if any, in such business, (5) a
representation that such stockholder intends to appear in person or by proxy at
the annual meeting to bring such business before the meeting and (6) a
representation whether the


                                       5


stockholder or the beneficial owner, if any, intends or is part of a group which
intends (x) to deliver a proxy statement and/or form of proxy to holders of at
least the percentage of the corporation's outstanding capital stock required to
approve or adopt the proposal and/or (y) otherwise to solicit proxies from
stockholders in support of such proposal. Notwithstanding anything in these
By-laws to the contrary, no business shall be conducted at any annual meeting of
stockholders except in accordance with the procedures set forth in this Section
1.11; provided that any stockholder proposal which complies with Rule 14a-8 of
the proxy rules (or any successor provision) promulgated under the Securities
Exchange Act of 1934, as amended, and is to be included in the corporation's
proxy statement for an annual meeting of stockholders shall be deemed to comply
with the requirements of this Section 1.11. A stockholder shall not have
complied with this Section 1.11(b) if the stockholder (or beneficial owner, if
any, on whose behalf the nomination is made) solicits or does not solicit, as
the case may be, proxies in support of such stockholder's proposal in
contravention of the representations with respect thereto required by this
Section 1.11.

          (c) The chairman of any meeting shall have the power and duty to
determine whether business was properly brought before the meeting in accordance
with the provisions of this Section 1.11 (including whether the stockholder or
beneficial owner, if any, on whose behalf the proposal is made solicited (or is
part of a group which solicited) or did not so solicit, as the case may be,
proxies in support of such stockholder's proposal in compliance with the
representation with respect thereto required by this Section 1.11), and if the
chairman should determine that business was not properly brought before the
meeting in accordance with the provisions of this Section 1.11, the chairman
shall so declare to the meeting and such business shall not be brought before
the meeting.

          (d) Notwithstanding the foregoing provisions of this Section 1.11, if
the stockholder (or a qualified representative of the stockholder) does not
appear at the annual meeting of stockholders of the corporation to present
business, such business shall not be considered, notwithstanding that proxies in
respect of such vote may have been received by the corporation. For purposes of
this Section 1.11, to be considered a qualified representative of the
stockholder, a person must be authorized by a written instrument executed by the
such stockholder or an electronic transmission delivered by such stockholder to
act for such stockholder as a proxy at the meeting of stockholders and such
person must produce such written instrument or electronic transmission, or a
reliable reproduction of the written instrument or electronic transmission, at
the meeting of stockholders.

          (e) For purposes of this Section 1.11, "public disclosure" shall
include disclosure in a press release reported by the Dow Jones New Service,
Associated Press or comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

     1.12 Conduct of Meetings.

          (a) Meetings of stockholders shall be presided over by the Chairman of
the Board, if any, or in the Chairman's absence by the Vice Chairman of the
Board, if any, or in the Vice Chairman's absence by the Chief Executive Officer,
or in the Chief Executive Officer's absence, by the President (if the President
shall be a different individual than the Chief Executive


                                       6


Officer), or in the President's absence by a Vice President, or in the absence
of all of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen by vote of
the stockholders at the meeting. The Secretary shall act as secretary of the
meeting, but in the Secretary's absence the chairman of the meeting may appoint
any person to act as secretary of the meeting.

          (b) The Board of Directors may adopt by resolution such rules,
regulations and procedures for the conduct of any meeting of stockholders of the
corporation as it shall deem appropriate including, without limitation, such
guidelines and procedures as it may deem appropriate regarding the participation
by means of remote communication of stockholders and proxyholders not physically
present at a meeting. Except to the extent inconsistent with such rules,
regulations and procedures as adopted by the Board of Directors, the chairman of
any meeting of stockholders shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts as, in the judgment of
such chairman, are appropriate for the proper conduct of the meeting. Such
rules, regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the corporation, their duly authorized
and constituted proxies or such other persons as shall be determined; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with the rules of parliamentary procedure.

          (c) The chairman of the meeting shall announce at the meeting when the
polls for each matter to be voted upon at the meeting will be opened and closed.
If no announcement is made, the polls shall be deemed to have opened when the
meeting is convened and closed upon the final adjournment of the meeting. After
the polls close, no ballots, proxies or votes or any revocations or changes
thereto may be accepted.

          (d) In advance of any meeting of stockholders, the Board of Directors,
the Chairman of the Board or the Chief Executive Officer shall appoint one or
more inspectors of election to act at the meeting and make a written report
thereof. One or more other persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is present,
ready and willing to act at a meeting of stockholders, the chairman of the
meeting shall appoint one or more inspectors to act at the meeting. Unless
otherwise required by law, inspectors may be officers, employees or agents of
the corporation. Each inspector, before entering upon the discharge of such
inspector's duties, shall take and sign an oath faithfully to execute the duties
of inspector with strict impartiality and according to the best of such
inspector's ability. The inspector shall have the duties prescribed by law and
shall take charge of the polls and, when the vote in completed, shall make a
certificate of the result of the vote taken and of such other facts as may be
required by law.

     1.13 No Action by Consent in Lieu of a Meeting. Stockholders of the
corporation may not take any action by written consent in lieu of a meeting.


                                       7



     1.14 Notice of Share Ownership. Any person who is the beneficial owner,
directly or indirectly, of three percent or more of the corporation's
outstanding common stock shall be an "AIM reporting person." For so long as
shares of common stock of the corporation are listed on the AIM market of the
London Stock Exchange plc, an AIM reporting person shall notify the corporation
of the number of shares of common stock owned by such stockholder promptly
following the event by which such stockholder becomes an AIM reporting person.
An AIM reporting person shall promptly notify the corporation of any aggregate
change of such stockholder's beneficial ownership equal to or greater than one
percent of the corporation's outstanding common stock. Information provided to
the corporation by an AIM reporting person shall be disclosed by the corporation
to the AIM market in accordance with the rules of the AIM market.

                                   ARTICLE II

                                    DIRECTORS

     2.1 General Powers. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the corporation except as otherwise provided by law or the
Certificate of Incorporation.

     2.2 Number, Election and Qualification. Subject to the rights of holders of
any series of Preferred Stock to elect directors, the number of directors of the
Corporation shall be established by the Board of Directors. Election of
directors need not be by written ballot. Directors need not be stockholders of
the corporation.

     2.3 Terms of Office. Subject to the rights of holders of any series of
Preferred Stock to elect directors, each director shall serve for a term ending
on the date of the corporation's annual meeting; provided however, that the term
of each director shall continue until the election and qualification of a
successor and be subject to such director's earlier death, resignation or
removal.

     2.4 Quorum. The greater of (a) a majority of the directors at any time in
office and (b) one-third of the number of directors fixed by the Board of
Directors shall constitute a quorum. If at any meeting of the Board of Directors
there shall be less than such a quorum, a majority of the directors present may
adjourn the meeting from time to time without further notice other than
announcement at the meeting, until a quorum shall be present.

     2.5 Action at Meeting. Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum is present shall
be regarded as the act of the Board of Directors unless a greater number is
required by law or by the Certificate of Incorporation.

     2.6 Removal. Subject to the rights of holders of any series of Preferred
Stock, directors of the corporation may be removed only for cause and only by
the affirmative vote of the holders of at least 75% of the votes which all the
stockholders would be entitled to cast in any annual election of directors or
class of directors.


                                       8



     2.7 Vacancies. Subject to the rights of holder of any series of Preferred
Stock, any vacancy or newly-created directorships on the Board of Directors,
however occurring, shall be filled only by vote of a majority of the directors
then in office, although less than a quorum, or by a sole remaining director and
shall not be filled by the stockholders. A director elected to fill a vacancy
shall hold office until the next election of the class for which such director
shall have been chosen, subject to the election and qualification of a successor
or until such director's earlier death, resignation or removal.

     2.8 Resignation. Any director may resign by delivering a resignation in
writing or by electronic transmission to the corporation at its principal office
or to the Chairman of the Board, the Chief Executive Officer or the Secretary.
Such resignation shall be effective upon receipt unless it is specified to be
effective at some later time or upon the happening of some later event.

     2.9 Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall be determined from time to
time by the Board of Directors; provided that any director who is absent when
such a determination is made shall be given notice of the determination. A
regular meeting of the Board of Directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders.

     2.10 Special Meetings. Special meetings of the Board of Directors may be
held at any time and place designated in a call by the Chairman of the Board,
the Chief Executive Officer, two or more directors, or by one director in the
event that there is only a single director in office.

     2.11 Notice of Special Meetings. Notice of any special meeting of directors
shall be given to each director by the Secretary or by the officer or one of the
directors calling the meeting. Notice shall be duly given to each director (a)
in person or by telephone at least 24 hours in advance of the meeting, (b) by
sending written notice via reputable overnight courier, telecopy, facsimile, or
electronic transmission, or delivering written notice by hand, to such
director's last known business, home or electronic transmission address at least
48 hours in advance of the meeting, or (c) by sending written notice via
first-class mail to such director's last known business or home address at least
72 hours in advance of the meeting. A notice or waiver of notice of a meeting of
the Board of Directors need not specify the purposes of the meeting.

     2.12 Meetings by Conference Communications Equipment. Directors may
participate in meetings of the Board of Directors or any committee thereof by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such meeting.

     2.13 Action by Consent. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board of Directors or committee, as the
case may be, consent to the action in writing or by electronic transmission, and
the written consents or electronic transmissions are filed with the minutes of
proceedings of the Board of Directors or committee.

     2.14 Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of


                                       9



Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members of the committee present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of law, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal of the corporation to be
affixed to all papers which may require it. Each such committee shall keep
minutes and make such reports as the Board of Directors may from time to time
request. Except as the Board of Directors may otherwise determine, any committee
may make rules for the conduct of its business, but unless otherwise provided by
the directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these By-laws for the Board of
Directors. Except as otherwise provided in the Certificate of Incorporation,
these Bylaws, or the resolution of the Board of Directors designating the
committee, a committee may create one or more subcommittees, each subcommittee
to consist of one or more members of the committee, and delegate to a
subcommittee any or all of the powers and authority of the committee.

     2.15 Compensation of Directors. Directors may be paid such compensation for
their services and such reimbursement for expenses of attendance at meetings as
the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the corporation or any of its parent or
subsidiary entities in any other capacity and receiving compensation for such
service.

                                  ARTICLE III

                                    OFFICERS

     3.1 Titles. The officers of the corporation shall consist of a Chief
Executive Officer, a Secretary, a Treasurer and such other officers with such
other titles as the Board of Directors shall determine, including a President, a
Chairman of the Board, a Vice Chairman of the Board, and one or more Vice
Presidents, Assistant Treasurers, and Assistant Secretaries. The Board of
Directors may appoint such other officers as it may deem appropriate.

     3.2 Election. The Chief Executive Officer, Treasurer and Secretary shall be
elected annually by the Board of Directors at its first meeting following the
annual meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

     3.3 Qualification. Any two or more offices may be held by the same person.

     3.4 Tenure. Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-laws, each officer shall hold office until such
officer's successor is elected and qualified, unless a different term is
specified in the resolution electing or appointing such officer, or until such
officer's earlier death, resignation or removal.


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     3.5 Resignation and Removal. Any officer may resign by delivering a written
resignation to the corporation at its principal office or to the Chief Executive
Officer or the Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some later time or upon the happening
of some later event.

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the directors then in office.

     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following such officer's resignation or removal, or any right to
damages on account of such removal, whether such officer's compensation be by
the month or by the year or otherwise, unless such compensation is expressly
provided for in a duly authorized written agreement with the corporation.

     3.6 Vacancies. The Board of Directors may fill any vacancy occurring in any
office for any reason and may, in its discretion, leave unfilled for such period
as it may determine any offices other than those of Chief Executive Officer,
Treasurer and Secretary. Each such successor shall hold office for the unexpired
term of such officer's predecessor and until a successor is elected and
qualified, or until such officer's earlier death, resignation or removal.

     3.7 Chairman of the Board. The Board of Directors may appoint from its
members a Chairman of the Board, who need not be an employee or officer of the
corporation. If the Board of Directors appoints a Chairman of the Board, such
Chairman shall perform such duties and possess such powers as are assigned by
the Board of Directors and, if the Chairman of the Board is also designated as
the corporation's Chief Executive Officer, shall have the powers and duties of
the Chief Executive Officer prescribed in Section 3.8 of these By-laws. Unless
otherwise provided by the Board of Directors, the Chairman of the Board shall
preside at all meetings of the Board of Directors and stockholders.

     3.8 Chief Executive Officer. The Chief Executive Officer shall have general
charge and supervision of the business of the Corporation subject to the
direction of the Board of Directors. The Chief Executive Officer may, but need
not, also be the President.

     3.9 President. If the Chief Executive Officer is not also the President,
the President shall perform such duties and shall have such powers as the Board
of Directors or the Chief Executive Officer may from time to time prescribe.

     3.10 Vice Presidents. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe. In the event of the absence, inability or refusal
to act of the Chief Executive Officer or the President (if the President is not
the Chief Executive Officer), the Vice President (or if there shall be more than
one, the Vice Presidents in the order determined by the Board of Directors)
shall perform the duties of the Chief Executive Officer and when so performing
shall have all the powers of and be subject to all the restrictions upon the
Chief Executive Officer. The Board of Directors may assign to any Vice President
the title of Executive Vice President, Senior Vice President or any other title
selected by the Board of Directors.


                                       11



     3.11 Secretary and Assistant Secretaries. The Secretary shall perform such
duties and shall have such powers as the Board of Directors or the Chief
Executive Officer may from time to time prescribe. In addition, the Secretary
shall perform such duties and have such powers as are incident to the office of
the secretary, including without limitation the duty and power to give notices
of all meetings of stockholders and special meetings of the Board of Directors,
to attend all meetings of stockholders and the Board of Directors and keep a
record of the proceedings, to maintain a stock ledger and prepare lists of
stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on documents.

     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Secretary may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Secretary, the Assistant Secretary (or if there shall be more than one,
the Assistant Secretaries in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Secretary.

     In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the chairman of the meeting shall designate a
temporary secretary to keep a record of the meeting.

     3.12 Treasurer and Assistant Treasurers. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned by the
Board of Directors or the Chief Executive Officer. In addition, the Treasurer
shall perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the corporation in depositories selected in accordance with these By-laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

     The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Treasurer may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Treasurer, the Assistant Treasurer (or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Treasurer.

     3.13 Salaries. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

     3.14 Delegation of Authority. The Board of Directors may from time to time
delegate the powers or duties of any officer to any other officer or agent,
notwithstanding any provision hereof.


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                                   ARTICLE IV

                                  CAPITAL STOCK

     4.1 Issuance of Stock. Subject to the provisions of the Certificate of
Incorporation, the whole or any part of any unissued balance of the authorized
capital stock of the corporation or the whole or any part of any shares of the
authorized capital stock of the corporation held in the corporation's treasury
may be issued, sold, transferred or otherwise disposed of by vote of the Board
of Directors in such manner, for such lawful consideration and on such terms as
the Board of Directors may determine.

     4.2 Certificates of Stock. Every holder of stock of the corporation shall
be entitled to have a certificate, in such form as may be prescribed by law and
by the Board of Directors, certifying the number and class of shares owned by
such holder in the corporation unless and until the Board of Directors adopts a
resolution permitting shares to be uncertificated consistent with the General
Corporation Law of the State of Delaware. Each such certificate shall be signed
by, or in the name of the corporation by, the Chairman or Vice Chairman, if any,
of the Board of Directors, or the Chief Executive Officer or a Vice President,
and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the corporation. Any or all of the signatures on the certificate
may be a facsimile.

     Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, these By-laws,
applicable securities laws or any agreement among any number of stockholders or
among such holders and the corporation shall have conspicuously noted on the
face or back of the certificate either the full text of the restriction or a
statement of the existence of such restriction.

     There shall be set forth on the face or back of each certificate
representing shares of such class or series of stock of the corporation a
statement that the corporation will furnish without charge to each stockholder
who so requests a copy of the full text of the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

     4.3 Transfers. Except as otherwise established by rules and regulations
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-laws, the corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to such stock, regardless of any transfer, pledge or other disposition of such
stock until the shares have been transferred on the books of the corporation in
accordance with the requirements of these By-laws.


                                       13



     4.4 Lost, Stolen or Destroyed Certificates. The corporation may issue a new
certificate of stock in place of any previously issued certificate alleged to
have been lost, stolen or destroyed, upon such terms and conditions as the Board
of Directors may prescribe, including the presentation of reasonable evidence of
such loss, theft or destruction and the giving of such indemnity and posting of
such bond as the Board of Directors may require for the protection of the
corporation or any transfer agent or registrar.

     4.5 Record Date. The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action. Such record date shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other action to
which such record date relates.

     If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. If no record date is fixed, the record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating to such purpose.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                                   ARTICLE V

                               GENERAL PROVISIONS

     5.1 Fiscal Year. Except as from time to time otherwise designated by the
Board of Directors, the fiscal year of the corporation shall begin on the first
day of May of each year and end on the last day of April in each year.

     5.2 Corporate Seal. The corporate seal shall be in such form as shall be
approved by the Board of Directors.

     5.3 Waiver of Notice. Whenever notice is required to be given by law, by
the Certificate of Incorporation or by these By-laws, a written waiver signed by
the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before, at or after the time stated in such
notice, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     5.4 Voting of Securities. Except as the Board of Directors may otherwise
designate, the Chief Executive Officer or the Treasurer may waive notice of, and
act as, or appoint any person or persons to act as, proxy or attorney-in-fact
for this corporation (with or without power


                                       14



of substitution) at any meeting of stockholders or securityholders of any other
entity, the securities of which may be held by this corporation.

     5.5 Evidence of Authority. A certificate by the Secretary, or an Assistant
Secretary, or a temporary Secretary, as to any action taken by the stockholders,
directors, a committee or any officer or representative of the corporation shall
as to all persons who rely on the certificate in good faith be conclusive
evidence of such action.

     5.6 Certificate of Incorporation. All references in these By-laws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.

     5.7 Severability. Any determination that any provision of these By-laws is
for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-laws.

     5.8 Pronouns. All pronouns used in these By-laws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.

                                   ARTICLE VI

                                   AMENDMENTS

     These By-laws may be altered, amended or repealed, in whole or in part, or
new By-laws may be adopted by the Board of Directors or by the stockholders as
provided in the Certificate of Incorporation.


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