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(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 based on the average of the high and low sales prices on June 3, 2002 as reported by the Nasdaq National Market.

(2)

Includes up to 975,000 shares which may be issued upon exercise of the underwriters’ over-allotment option.

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High Precision, Low-Cost Manufacturing Capabilities.    Our focus on lean manufacturing and continuous improvement have earned us a reputation as a supply chain partner that our customers can rely upon to deliver value-added components. We believe that our proprietary machinery, manufacturing processes and attention to quality and service are competitive advantages that allow us to consistently provide high quality precision products that meet exacting tolerances. For example, our grade 3 balls are manufactured to within three-millionths (0.000003) of an inch of roundness and our seal, retainer and plastic products are known for meeting the strict tolerances demanded by our customers. Our efforts to eliminate inefficient processes and improve productivity have enabled us to maintain our status as a low-cost producer.

•

Leading Outsourcing Alternative to Captive Manufacturing.    Euroball is the bearing industry’s largest component outsourcing initiative and is an important milestone for the bearing component industry. This innovative model has enhanced the industry’s awareness of the benefits of outsourcing and has established us as a proven, independent alternative to captive manufacturing. Our ability to focus solely on component manufacturing allows us to provide our customers with lower cost, higher quality products and improved customer service levels over captive manufacturing operations. Outsourcing also enables our customers to redirect critical capital investments.

•

Uniquely Positioned as Integrated Supplier of Bearing Components.    Through our recent acquisitions, we have become a leading independent supplier with the industry’s most complete line of bearing components. Our core ball and roller product offerings, complemented by our more recently acquired bearing retainer and seal products, have allowed us to expand our key customer relationships by offering them the value of a single supply chain partner for a wide variety of components.

•

Established Operating Expertise.    Our experienced management team continues to be successful in implementing our strategic plan by completing and integrating three major acquisitions since 1998 and executing significant cost rationalization programs domestically and in Europe. Our nine senior managers average over 13 years of experience in the bearing component industry, which has allowed us to establish excellent working relationships with major bearing companies. Our management team has a proven track record of successfully managing our global businesses through international economic cycles, including the most recent economic downturn.

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Expanding Our Global Presence.    We believe that maintaining production facilities in proximity to our major customers’ manufacturing operations is essential. We see significant opportunities to increase market share and maintain our competitive cost advantage by expanding our global presence. We established our European presence in 1997 and, through Euroball, have become Europe’s leading provider of precision balls to the bearing industry. We see further opportunities to expand our global manufacturing base to Asia, Eastern Europe and other geographic regions to more effectively serve the customers in these markets.

•

Expanding Our Bearing Component Product Offerings.    We seek to build on existing customer relationships and our core manufacturing and service competencies by diversifying into additional bearing component businesses. Our acquisitions have given us full-service design and production capabilities in bearing seals and plastic bearing retainers. These products serve the same global bearing customers as our core ball and roller products. As a result, we are able to provide, as a single independent company, a more diversified product offering to our global bearing customers.

•

Continuing to Pursue Strategic Acquisitions and Alliances.    Because much of the world’s bearing production capacity is located outside of the U.S., we have sought to develop an effective way to serve our customers on a global basis and expand these critical customer relationships. We believe that outsourcing transactions and strategic acquisitions represent the most effective way to expand these relationships. The success of our approach, as in the case of Euroball, provides a framework for future strategic alliances and for future acquisitions of our customers’ captive bearing component operations.

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(1)

Does not include up to 975,000 shares the underwriters have the option to purchase to cover over-allotments.

(2)

Based on the number of shares outstanding as of June 3, 2002, excluding 1,321,000 shares which may be issued upon exercise of currently outstanding options granted under our Stock Incentive Plan and options granted to our non-employee directors.

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(1)

EBITDA is defined as the sum of income before income taxes, interest expense and depreciation and amortization. EBITDA as measured in this prospectus also excludes restructuring and impairment costs, equity in earnings of unconsolidated affiliates, net gain on involuntary conversion and other income and is not necessarily comparable with similarly titled measures for other companies. EBITDA is commonly used as an analytical indicator and also serves as a measure of leverage capacity and debt servicing ability. EBITDA should not be considered as a measure of financial performance under accounting principles generally accepted in the United States. The items excluded from EBITDA are significant components in understanding and assessing financial performance. EBITDA should not be considered in isolation or as an alternative to net income, cash flows generated by operating, investing or financing activities or other financial statement data presented in the consolidated financial statements as an indicator of financial performance or liquidity.

(2)

Adjusted to reflect the sale of 2,600,000 shares of our common stock less underwriting commissions and estimated offering expenses payable by us and the application of the net proceeds as discussed in “Use of Proceeds.”

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adverse foreign currency fluctuations;

•

changes in trade, monetary and fiscal policies, laws and regulations, and other activities of governments, agencies and similar organizations;

•

the imposition of trade restrictions or prohibitions;

•

high tax rates that discourage the repatriation of funds to the U.S.;

•

the imposition of import or other duties or taxes; and

•

unstable governments or legal systems in countries in which our suppliers, manufacturing operations, and customers are located.

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our operating and financial performance and prospects;

•

quarterly variations in the rate of growth of our financial indicators, such as earnings per share, net income and revenues;

•

changes in revenue or earnings estimates or publication of research reports by analysts;

•

loss of any member of our senior management team;

•

speculation in the press or investment community;

•

strategic actions by us or our competitors, such as acquisitions or restructurings;

•

sales of our common stock by stockholders;

•

general market conditions; and

•

domestic and international economic, legal and regulatory factors unrelated to our performance.

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(1)

Payable on June 21, 2002 to stockholders of record on June 7, 2002.

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(1)

EBITDA is defined as the sum of income before income taxes, interest expense and depreciation and amortization. EBITDA as measured in this prospectus also excludes restructuring and impairment costs, equity in earnings of unconsolidated affiliates, net gain on involuntary conversion and other income and is not necessarily comparable with similarly titled measures for other companies. EBITDA is commonly used as an analytical indicator and also serves as a measure of leverage capacity and debt servicing ability. EBITDA should not be considered as a measure of financial performance under accounting principles generally accepted in the United States. The items excluded from EBITDA are significant components in understanding and assessing financial performance. EBITDA should not be considered in isolation or as an alternative to net income, cash flows generated by operating, investing or financing activities or other financial statement data presented in the consolidated financial statements as an indicator of financial performance or liquidity.

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High Precision, Low-Cost Manufacturing Capabilities.    Our focus on lean manufacturing and continuous improvement have earned us a reputation as a supply chain partner that our customers can rely upon to deliver value-added components. We believe that our proprietary machinery, manufacturing processes and attention to quality and service are competitive advantages that allow us to consistently provide high quality precision products that meet exacting tolerances. For example, our grade 3 balls are manufactured to within three-millionths (0.000003) of an inch of roundness and our seal, retainer and plastic products are known for meeting the strict tolerances demanded by our customers. Our efforts to eliminate inefficient processes and improve productivity have enabled us to maintain our status as a low-cost producer.

•

Leading Outsourcing Alternative to Captive Manufacturing.    Euroball is the bearing industry’s largest component outsourcing initiative and is an important milestone for the bearing component industry. This innovative model has enhanced the industry’s awareness of the benefits of outsourcing and has established us as a proven, independent alternative to captive manufacturing. Our ability to focus solely on component manufacturing allows us to provide our customers with lower cost, higher quality products and improved customer service levels over captive manufacturing operations. Outsourcing also enables our customers to redirect critical capital investments.

•

Uniquely Positioned as Integrated Supplier of Bearing Components.    Through our recent acquisitions, we have become a leading independent supplier with the industry’s most complete line of bearing components. Our core ball and roller product offerings, complemented by our more recently acquired bearing retainer and seal products, have allowed us to expand our key customer relationships by offering them the value of a single supply chain partner for a wide variety of components.

•

Established Operating Expertise.    Our experienced management team continues to be successful in implementing our strategic plan by completing and integrating three major acquisitions since 1998 and executing significant cost rationalization programs domestically

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Expanding Our Global Presence.    We believe that maintaining production facilities in proximity to our major customers’ manufacturing operations is essential. We see significant opportunities to increase market share and maintain our competitive cost advantage by expanding our global presence. We established our European presence in 1997 and, through Euroball, have become Europe’s leading provider of precision balls to the bearing industry. We see further opportunities to expand our global manufacturing base to Asia, Eastern Europe and other geographic regions to more effectively serve the customers in these markets.

•

Expanding Our Bearing Component Product Offerings.    We seek to build on existing customer relationships and our core manufacturing and service competencies by diversifying into additional bearing component businesses. Our acquisitions have given us full-service design and production capabilities in bearing seals and plastic bearing retainers. These products serve the same global bearing customers as our core ball and roller products. As a result, we are able to provide, as a single independent company, a more diversified product offering to our global bearing customers.

•

Continuing to Pursue Strategic Acquisitions and Alliances.    Because much of the world’s bearing production capacity is located outside of the U.S., we have sought to develop an effective way to serve our customers on a global basis and expand these critical customer relationships. We believe that outsourcing transactions and strategic acquisitions represent the most effective way to expand these relationships. The success of our approach, as in the case of Euroball, provides a framework for future strategic alliances and for future acquisitions of our customers’ captive bearing component operations.

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Customers

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(1)

Mr. Ennen and Mr. Huff are also selling stockholders.

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Amounts are less than one percent.

(1)

If the underwriters exercise their over-allotment option in full, Mr. Ennen will sell an additional 264,398 shares, Mr. Huff will sell an additional 39,437 shares, Mr. Edmisten will sell an additional 50,956 shares, Mr. Bowman will sell an additional 23,800 shares, Ms. Huff will sell an additional 21,420 shares, Ms. Ennen will sell an additional 12,120 shares, and Ms. Bagierek will sell an additional 9,119 shares. The Company will pay the SEC registration fee related to the shares of the selling stockholders.

(2)

Mr. Ennen currently sits on the Company’s Board of Directors and has since the Company’s formation in 1980. He was Chairman of the Board from the formation of the Company until September 2001.

(3)

Mr. Huff currently sits on the Company’s Board of Directors and has since the Company’s formation in 1980.

(4)

Includes 13,000 shares subject to presently exercisable options. Excludes 10,000 shares subject to options that are not currently exercisable.

(5)

Mr. Edmisten has been employed by the Company as a technical advisor since resigning as an officer of the Company in 1999.

(6)

Includes 12,633 shares subject to presently exercisable options. Excludes 3,667 shares subject to options that are not currently exercisable.

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The underwriting discount is     %, or $         per share.

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Our Annual Report on Form 10-K for the year ended December 31, 2001, as amended by Form 10-K/A filed with the SEC on April 1, 2002;

•

Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 filed with the SEC on May 10, 2002;

•

The description of our common stock contained in the registration statement on Form 8-A filed with the SEC on February 28, 1994.

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(1)

Summary of Significant Accounting Policies and Practices

(a)

Description of Business

The Company is a manufacturer of precision balls, rollers, plastic injection molded products, and precision bearing seals. The Company’s balls, rollers, and bearing seals are used primarily in the domestic and international anti-friction bearing industry. The Company’s plastic injection molded products are used in the bearing, automotive, instrumentation and fiber optic industries. The Domestic Ball and Roller segment is comprised of two manufacturing facilities located in the eastern United States. The Company’s Euroball segment, which was acquired in July 2000, (see Note 2) is comprised of manufacturing facilities located in Kilkenny, Ireland, Eltmann, Germany, and Pinerolo, Italy. All of the facilities in the Euroball segment are engaged in the production of precision balls and rollers. The Plastics segment consists of IMC, acquired in July 1999, NN Arté, formed in August 2000 and Delta, acquired in February 2001. IMC has two production facilities in Texas, NN Arté has one production facility in Guadalajara, Mexico and Delta has two production facilities in Connecticut (see Note 2). All of the Company’s segments sell to foreign and domestic customers.

(b)

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

(c)

Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method.

(d)

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Assets held for sale are stated at lower of cost or fair market value less selling cost. Expenditures for maintenance and repairs are charged to expense as incurred. Major renewals and betterments are capitalized. When a major property item is retired, its cost and related accumulated depreciation or amortization are removed from the property accounts and any gain or loss is recorded in income or expense, respectively. The Company reviews the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. During the year ended December 31, 2001, the Company incurred an impairment charge of $1,083 to write-down the land and building at the Walterboro, SC production facility to its net realizable value, which was based upon fair market value appraisals. The carrying value of this land and building of $1,692 has been classified as a component of assets held for sale in the accompanying financial statements. During the year ended December 31, 2000, the Company did not incur any impairment charges.

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(e)

Revenue Recognition

(f)

Income Taxes

(g)

Net Income Per Common Share

(h)

Stock Incentive Plan

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(i)

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of NN, Inc. and subsidiaries in which the Company owns more than 50% voting interest. Unconsolidated subsidiaries and investments where ownership is between 20% and 50% are accounted for under the equity method. All significant intercompany profits, transactions, and balances have been eliminated in consolidation. The ownership interests of other shareholders in companies that are more than 50% owned, but less than 100% owned, are reflected as minority interests. Minority interest represents the minority shareholders interest of Euroball and NN Arté.

(j)

Foreign Currency Translation

Assets and liabilities of the Company’s foreign subsidiary are translated at current exchange rates, while revenue and expenses are translated at average rates prevailing during the year. Translation adjustments are reported as a component of other comprehensive income.

(k)

Goodwill

Goodwill, which represents the excess of purchase price over the fair value of net assets acquired, is amortized on a straight-line basis over the expected periods to be benefited, generally 20 years. The Company assesses the recoverability of this intangible asset by determining whether the amortization of the goodwill balance over its remaining life can be recovered through undiscounted future operating cash flows of the acquired operation. The amount of goodwill impairment, if any, is measured based on projected discounted future operating cash flows using a discount rate reflecting the Company’s average cost of funds.

(l)

Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of

The Company accounts for long-lived assets in accordance with the provisions of SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” This Statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

(m)

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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(n)

Reclassifications

Certain 2000 and 1999 amounts have been reclassified to conform with the 2001 presentation.

(o)

Recently Issued Accounting Standards

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Certain Hedging Activities.” In June 2000, the FASB issued SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activity, an Amendment of SFAS 133.” SFAS No. 133 and SFAS No. 138 require that all derivative instruments be recorded on the balance sheet at their respective fair values. SFAS No. 133 and SFAS No. 138 are effective for all fiscal quarters of all fiscal years beginning after June 30, 2000, which for the Company was effective January 1, 2001.

In July 2001, the FASB issued Statement of Financial Accounting Standards No. 141, “Business Combinations” (Statement No. 141), and Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (Statement No. 142). Statement No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Statement No. 141 also specifies criteria intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. Statement No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment. The effective date of Statement No. 142 is January 1, 2002. As of the date of adoption, the Company expects to have unamortized goodwill of approximately $39.8 million, which will be subject to the provisions of Statement No. 142. Amortization expense related to goodwill was $1.8 million, $0.9 million and $0.4 million for the years ended December 31, 2001, 2000 and 1999, respectively. The Company is currently evaluating the impact of adoption of Statement No. 142.

In July 2001, the FASB issued Statement of Financial Accounting Standards No. 143, “Accounting For Asset Retirement Obligations.” This Statement requires capitalizing any retirement costs as part of the total cost of the related long-lived asset and subsequently allocating the total expense to future periods using a systematic and rational method. Adoption of the Statement is required for fiscal years beginning after June 15, 2002. The Company is currently evaluating the impact of adoption of Statement No. 143.

In October 2001, the FASB issued Statement of Financial Accounting Standards No. 144, “Accounting For The Impairment or Disposal of Long-lived Assets.” This Statement supercedes Statement No. 121 but retains many of its fundamental provisions. Additionally, this Statement expands the scope of discontinued operations to include more disposal transactions. The provisions of this Statement are effective for financial statements issued for fiscal years beginning after December 15, 2001. The Company is currently evaluating the impact of Statement No. 144.

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(p)

Derivative Financial Instruments

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Certain Hedging Activities.” In June 2000, the FASB issued SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activity, an Amendment of SFAS 133.” SFAS No. 133 and SFAS No. 138 require that all derivative instruments be recorded on the balance sheet at their respective fair values. SFAS No. 133 and SFAS No. 138 are effective for all fiscal quarters of all fiscal years beginning after June 30, 2000, which for the Company was effective January 1, 2001.

The Company has an interest rate swap accounted for in accordance with Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities”. The Company adopted SFAS No. 133 on January 1, 2001, which establishes accounting and reporting standards for derivative instruments and for hedging activities. The Standard requires the recognition of all derivative instruments on the balance sheet at fair value. The Standard allows for hedge accounting if certain requirements are met including documentation of the hedging relationship at inception and upon adoption of the Standard.

In connection with a variable EURIBOR rate debt financing in July 2000 the Company’s 54% owned subsidiary,Euroball entered into an interest rate swap with a notional amount of Euro 12.5 million for the purpose of fixing the interest rate on a portion of their debt financing. The interest rate swap provides for the Company to receive variable Euribor interest payments and pay 5.51% fixed interest. The interest rate swap agreement expires in July 2006 and the notional amount amortizes in relation to principal payments on the underlying debt over the life of the swap.

The cumulative effect of a change in accounting principles for the adoption of SFAS No. 133 effective January 1, 2001 resulted in a transition adjustment net loss of $98 which is net of an income tax benefit of $112 and the related minority interest impact of $84. The interest rate swap does not qualify for hedge accounting under the provisions of SFAS No. 133; therefore, the transition adjustment for adoption of SFAS No. 133 and any subsequent periodic changes in fair value of the interest rate swap are recorded in earnings.

As of December 31, 2001, the fair value of the swap is a before tax loss of approximately $374 which is recorded in other non-current liabilities. The change in fair value during the year ended December 31, 2001 was a loss of approximately $80 which has been included as a component of other (income) expense.

(2)

Acquisitions

On February 16, 2001, the Company completed the acquisition of all of the outstanding stock of Delta, a Connecticut corporation for $22,500 in cash, of which $500 was to be held in escrow for one year from the date of closing. Delta provides high quality engineered bearing seals and other

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precision-molded rubber products to original equipment manufacturers. The Company plans to continue the operation of the Delta business, which operates a manufacturing facility in Danielson, Connecticut. The excess of the purchase price over the fair value of the net identifiable assets acquired of $14,107 has been recorded as goodwill and is being amortized on a straight-line basis over twenty years.

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(3)

Restructuring and Impairment Charges

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Accounts Receivable

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Inventories

(7)

Property, Plant and Equipment

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(8)

Debt

(a)

Short Term

At December 31, 2000, the Company had outstanding $2,000 of unsecured notes payable to banks bearing interest at 7.29%. These notes were repaid during 2001.

(b)

Long-Term

Long-term debt at December 31, 2001 and 2000 consists of the following:

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(9)

Employee Benefit Plans

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(10)

Stock Incentive Plan

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The Company has adopted the provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (SFAS 123). SFAS 123 encourages but does not require a fair value based method of accounting for stock compensation plans. The Company has elected to continue accounting for its stock compensation plan using the intrinsic value based method under APB Opinion No. 25 and, accordingly, has not recorded compensation expense for each of the three years ended December 31, 2001, except as discussed above. Had compensation cost for the Company’s stock compensation plan been determined based on the fair value at the option grant dates, the Company’s net income and earnings per share would have been reduced to the proforma amounts indicated below:

The fair value of each option grant was estimated based on actual information available through December 31, 2001, 2000 and 1999 using the Black Scholes option-pricing model with the following assumptions:

(11)

Segment Information

The Company adopted the provisions of SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” effective with its December 31, 1998 reporting and identified its reportable segments based upon the geographic location of its business units. During 2001, the Company’s reportable segments are based on differences in product lines and geographic locations and are divided among Domestic Ball and Roller, Euroball and Plastics. The Domestic Ball and Roller segment is comprised of two manufacturing facilities in the eastern United States. The Euroball segment acquired in July 2000, is comprised of manufacturing facilities located in Kilkenny, Ireland, Eltmann, Germany and Pinerolo, Italy. All of the facilities in the Domestic Ball and Roller and Euroball segments are engaged in the production of precision balls and rollers used primarily in the bearing industry. The Plastics segment is compromised of five facilities: two located in Lubbock, Texas, which represents the IMC business acquired in July 1999; two facilities located in Danielson, Connecticut, which represents the Delta business acquired in February 2001, and one facility located in Guadalajara, Mexico, which represents the

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NN Arté business. IMC and NN Arté manufacture plastic products for the bearing, automotive, instrumentation, fiber optic and consumer hardware markets. Delta manufactures engineered bearing seals used principally in automotive, industrial, agricultural, mining and aerospace applications.

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(12)

Income Taxes

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(13)

Reconciliation of Net Income Per Share

(14)

Commitments and Contingencies

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Quarterly Results of Operations (Unaudited)

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Fair Value of Financial Instruments

(17)

Involuntary Conversion

(18)

Related Party Transactions

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                                                                     Exhibit 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                    NN, INC.

          1. The name of the corporation is NN, Inc. The Corporation was
originally incorporated under the name "NN Ball & Roller, Inc." The original
Certificate of Incorporation was filed with the Secretary of the State of
Delaware on October 12, 1993.

          2. This Restated Certificate of Incorporation has been duly adopted in
accordance with Section 245 of the General Corporation Law of the State of
Delaware. This document only restates and integrates and does not further amend
the provisions of the Certificate of Incorporation of this Corporation as
theretofore amended or supplemented, and there is no discrepancy between those
provisions and the provisions of this Restated Certificate of Incorporation.

          The Certificate of Incorporation of the Corporation is hereby restated
and integrated to read in its entirety as follows:

                                   ARTICLE I

                                      NAME

          The name of the corporation (hereinafter called the "Corporation") is
NN, Inc.

                                   ARTICLE II

                                REGISTERED OFFICE

          The registered office of the Corporation in the State of Delaware is
located at Corporation Trust Center, 1209 West Orange Street, in the City of
Wilmington, County of New Castle. The name and address of the Corporation's
registered agent is The Corporation Trust Company, Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801.

                                  ARTICLE III

                                     PURPOSE

          The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.



                                   ARTICLE IV

                                  CAPITAL STOCK

          SECTION 1. The total number of shares of capital stock that the
Corporation shall have the authority to issue is 50,000,000 shares, consisting
of Forty-Five Million (45,000,000) shares of common stock, par value $.01 per
share ("Common Stock"), and 5,000,000 shares of preferred stock, par value $.01
per share ("Preferred Stock"). Shares of Preferred Stock may be issued from time
to time in one or more series as may be determined by the Board of Directors.
Each series shall be distinctly designated. The Board of Directors of the
Corporation is hereby expressly granted the authority to fix, by resolution or
resolutions adopted prior to the issuance of any shares of each particular
series of Preferred Stock and incorporated in a certificate of designations
filed with the Secretary of State of the State of Delaware, the designation,
powers (including voting powers and voting rights), preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, if any, of such series, including, but
without limiting the generality of the foregoing, the following:

          (a) the distinctive designation of such series, the number of shares
     which shall constitute such series, which number may be increased or
     decreased (but not below the number of shares then outstanding) from time
     to time by action of the Board of Directors, and the stated value thereof,
     if different from the par value thereof;

          (b) the dividend rate, the times of payment of dividends on the shares
     of such series, whether dividends shall be cumulative, and, if so, from
     what date or dates, and the preference or relation which such dividends
     will bear to the dividends payable on any shares of stock of any other
     class or any other series of this class;

          (c) whether shares of the series shall be redeemable, and, if so, the
     terms and conditions of such redemption, including the date or dates or
     event or events upon or after the occurrence of which they shall be
     redeemable, and the amount and type of consideration payable in case of
     redemption, which amount per share may vary under different conditions and
     at different redemption dates;

          (d) whether or not the shares of such series shall be entitled to the
     benefit of a retirement or sinking fund to be applied to the purchase or
     redemption of such shares and, if so entitled, the amount of such fund and
     the terms and provisions relative to the operation thereof;

          (e) whether or not the shares of such series shall be convertible
     into, or exchangeable for, any other shares of stock or other securities or
     property of the Corporation or any other corporation or entity and, if so
     convertible or exchangeable, the conversion price or prices, or the rates
     of exchange, and any adjustments thereof, at which such conversion or
     exchange may be made, and any other terms and conditions of such conversion
     or exchange;


                                       2



          (f) the rights of the shares of such series in the event of voluntary
     or involuntary liquidation, merger, consolidation, distribution or sale of
     assets, dissolution or winding up of the Corporation;

          (g) whether or not the shares of such series shall have priority over
     or parity with or be junior to the shares of any other class or series in
     any respect, or shall be entitled to the benefit of limitations restricting
     (i) the creation of indebtedness of the Corporation, (ii) the issuance of
     shares of any other class or series having priority over or being on a
     parity with the shares of such series in any respect, or (iii) the payment
     of dividends on, the making of other distributions in respect of, or the
     purchase or redemption of shares of any other class or series on a parity
     with or ranking junior to the shares of such series as to dividends or
     assets, and the terms of any such restrictions, or any other restriction
     with respect to shares of any other class or series on a parity with or
     ranking junior to the shares of such series in any respect;

          (h) whether shares of the series shall have voting rights in addition
     to the voting rights provided by law and, if so, the terms of such voting
     rights, which may, without limiting the generality of the foregoing,
     include (i) the right to more or less than one vote per share on any or all
     matters voted upon by the Corporation's stockholders and (ii) the right to
     vote, as a series by itself or together with other series of Preferred
     Stock or together with all series of Preferred Stock as a class or with the
     Common Stock as a class, upon such matters, under such circumstances and
     upon such conditions as the Board of Directors may fix, including, without
     limitation, the right, voting as a series by itself or together with other
     series of Preferred Stock or together with all series of Preferred Stock as
     a class, to elect one or more directors of the Corporation generally in the
     event there shall have been a default in the payment of dividends on any
     one or more series of Preferred Stock or under such other circumstances and
     upon such conditions as the Board of Directors may determine; and

          (i) any other powers, designations, preferences and relative,
     participating, optional, or other special rights of such series, and the
     qualifications, limitations or restrictions thereof, to the full extent now
     or hereafter permitted by law.

          The powers, designations, preferences and relative, participating,
optional and other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding. All shares of any one
series of Preferred Stock shall be identical in all respects to all other shares
of such series, except that shares of any one series issued at different times
may differ as to the dates from which dividends thereon shall be cumulative. The
relative powers, preferences and rights of each series of Preferred Stock in
relation to the powers, preferences and rights of each other series of Preferred
Stock shall, in each case, be as fixed from time to time by the Board of
Directors in the resolution or resolutions adopted pursuant to the authority
granted in this Section 1 of Article IV, and the consent, by class or series
vote or otherwise, of the holders of Preferred Stock of such of the series of
Preferred Stock as are from time to time outstanding shall not be required for
the issuance by the Board of Directors of any other series of Preferred Stock,
whether the powers, preferences and rights of such other series shall be fixed
by the Board of Directors as senior to, or on a parity with, the powers,
preferences and rights of


                                       3



such outstanding series, or any of them; provided, however, that the Board of
Directors may provide in such resolution or resolutions adopted with respect to
any series of Preferred Stock that the consent of the holders of a majority (or
such greater proportion as shall be therein fixed) of the outstanding shares of
such series voting thereon shall be required for the issuance of shares of any
or all other series of Preferred Stock.

          SECTION 2. A statement of the powers, designations, preferences,
rights, qualifications, limitations and restrictions in respect of the shares of
Common Stock is as follows:

          (a) After the requirements with respect to preferential dividends on
     the shares of any series of Preferred Stock shall have been met and after
     the Corporation shall have complied with all the requirements, if any, with
     respect to the setting aside of sums as sinking funds or redemption or
     purchase accounts and subject further to any other conditions which may be
     fixed in accordance with the provisions of this Certificate of
     Incorporation, then, but not otherwise, the holders of Common Stock shall
     be entitled to receive such dividends, if any, as may be declared from time
     to time by the Board of Directors on the Common Stock, which dividends
     shall be paid out of assets legally available for the payment of dividends
     and shall be distributed to such holders pro rata in accordance with the
     number of shares of such Common Stock held by each such holder.

          (b) In the event of any voluntary or involuntary liquidation,
     dissolution or winding up of the affairs of the Corporation, after payment
     shall have been made to the holders of Preferred Stock of the full amount
     to which they shall be entitled as a preferential amount, the holders of
     Common Stock shall be entitled to share, ratably according to the number of
     shares of Common Stock held by them, in all remaining assets of the
     Corporation available for distribution to its holders of Common Stock.

          (c) Except as otherwise provided in this Certificate of Incorporation,
     by applicable law, or by the provisions of the resolution or resolutions as
     may be adopted by the Board of Directors pursuant to Section 1 of this
     Article IV, the holders of Common Stock shall be entitled to vote on each
     matter on which the stockholders of the Corporation shall be entitled to
     vote, and each holder of Common Stock shall be entitled to one vote for
     each share of such stock held by him.

          SECTION 3. (a) No stockholder of the Corporation shall by reason of
his holding shares of any class of stock have any preemptive or preferential
rights to purchase or subscribe to any shares of any class of stock of the
Corporation, now or hereafter to be authorized, or any notes, debentures, bonds
or other securities convertible into or carrying options or warrants to purchase
shares of any class, now or hereafter to be authorized, whether or not the
issuance of any such shares, or such notes, debentures, bonds or other
securities, would adversely affect the dividend or voting rights of such
stockholder, other than such rights, if any, as the Board of Directors, in its
discretion from time to time, may grant and at such price as the Board of
Directors in its discretion may fix; and the Board of Directors may issue shares
of any class of the Corporation, or any notes, debentures, bonds, or other
securities convertible into or carrying options or warrants to purchase shares
of any class, without offering any such shares of any class, either in whole or
in part, to the existing stockholders of any class.


                                       4



          (b) Cumulative voting of shares of any capital stock having voting
     rights is prohibited.

                                   ARTICLE V

                               BOARD OF DIRECTORS

          SECTION 1. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. Unless and except
to the extent that the By-Laws of the Corporation shall so require, the election
of directors of the Corporation need not be by written ballot.

          SECTION 2. Subject to the rights of the holders of any series of
Preferred Stock to elect directors under specified circumstances, the number of
directors of the Corporation shall be fixed, and may be increased or decreased
from time to time, in such a manner as may be prescribed by the By-Laws. The
By-Laws also may contain any other provisions for the regulation and management
of the affairs of the Corporation not inconsistent with the law or this
Certificate of Incorporation.

          SECTION 3. Commencing with the 1994 annual meeting of stockholders of
the Corporation, the directors, other than those who may be elected by the
holders of any series of Preferred Stock under specified circumstances, shall be
divided, with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as is reasonably possible, with the
term of office of the first class to expire at the 1995 annual meeting of
stockholders the term of office of the Second class to expire at the 1996 annual
meeting of stockholders and the term of office of the third class to expire at
the 1997 annual meeting of stockholders, with each director to hold office until
his or her successor shall have been duly elected and qualified. At each annual
meeting of stockholders, commencing with the 1995 annual meeting, directors
elected to succeed those directors whose terms then expire shall be elected for
a term of office to expire at the third succeeding annual meeting of
stockholders after their election, with each director to hold office until his
or her successor shall have been duly elected and qualified.

          SECTION 4. Subject to the rights of the holders of any series of
Preferred Stock with respect to such series of Preferred Stock, any director, or
the entire Board of Directors, may be removed from office at any time, with or
without cause, by the affirmative vote of the holders of at least 50% percent of
the voting power of all the then outstanding Voting Stock, voting together as a
single class. For the purpose of this Certificate of Incorporation, "Voting
Stock" shall mean the shares of capital stock of the Corporation entitled to
vote generally in the election of directors.

          SECTION 5. Subject to applicable law and the rights of the holders of
any series of Preferred Stock with respect to such series of Preferred Stock,
vacancies resulting from death, resignation, retirement, disqualification,
removal from office or other cause, and newly created directorships resulting
from any increase in the authorized number of directors, may be filled by (i)
the affirmative vote of a majority of the remaining directors, though less than
a quorum of the Board of Directors, or (ii) by a plurality of the votes cast at
a meeting of the stockholders.


                                       5



Directors so chosen shall hold office for a term expiring at the annual meeting
of stockholders at which the term of office of the class to which they have been
elected expires and until such director's successor shall have been duly elected
and qualified. No decrease in the number of authorized directors constituting
the Whole Board shall shorten the term of any incumbent director. For the
purpose of this Certificate of Incorporation, "Whole Board" shall mean the total
number of directors which the Corporation would have if there were no vacancies.

SECTION 6. Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
66 2/3 percent of the voting power of the then outstanding Voting Stock, voting
together as a single class, shall be required to amend, repeal or adopt any
provision inconsistent with Section 2 or Section 3 of this Article V.

                                   ARTICLE VI

                         MAKING AND AMENDMENT OF BY-LAWS

          SECTION 1. The Board of Directors, in furtherance and not in
limitation of the powers conferred by the laws of the State of Delaware and by
this Certificate of Incorporation, is expressly authorized to make, amend or
repeal the By-Laws of the Corporation; provided, however, that any such making,
amendment or repeal must be approved by resolution of the Board of Directors
adopted by the affirmative vote of not less than a majority of the total number
of directors then in office.

          SECTION 2. By-Laws shall not be made, repealed, altered, amended or
rescinded by the stockholders of the Corporation except by the affirmative vote
of the holders of at least 66 2/3% of the voting power of the then outstanding
Voting Stock, voting together as a single class. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least 66 2/3% of the voting power of the then
outstanding Voting Stock, voting together as a single class, shall be required
to amend or repeal, or adopt any provision inconsistent with, this Article VI.

                                  ARTICLE VII

                                    MEETINGS

          SECTION 1. Subject to the rights of the holders of any series of
Preferred Stock with respect to such series of Preferred Stock, any action
required or permitted to be taken by the stockholders of the Corporation at any
annual or special meeting of such stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than two-thirds of the voting power of all the then
outstanding shares of stock of the Corporation entitled to vote on such action
and the writing or writings are filed with the minutes of proceedings of the
stockholders of the Corporation.

          SECTION 2. Subject to the rights of the holders of any series of
Preferred Stock with respect to such series of Preferred Stock, special meetings
of the stockholders may be called


                                       6



only by the Chairman of the Board or by the Board of Directors pursuant to a
resolution adopted by a majority of the Whole Board. Except as provided herein,
no person shall have authority to call a special meeting of the stockholders.

          SECTION 3. Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
66 2/3% of the voting power of the then outstanding Voting Stock, voting
together as a single class, shall be required to amend or repeal, or adopt any
provision inconsistent with, this Article VII.

                                  ARTICLE VIII

                  ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

          A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. If the General Corporation Law of the State of
Delaware is amended after the filing of this Certificate of Incorporation to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation, in
addition to the personal liability provided herein, shall be limited to the
fullest extent permitted by such law, as so amended. Any amendment or repeal of
this Article VIII shall not adversely affect any right or protection existing
hereunder in respect of any act or omission occurring prior to such amendment or
repeal.

                                   ARTICLE IX

                                 INDEMNIFICATION

          SECTION 1. To the full extent permitted by Delaware law from time to
time in effect, and subject to the provisions of Section 2 of this Article IX,
the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(whether or not by or in the right of the Corporation) by reason of the fact
that he is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he 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 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 the person did not act in good faith and in a manner which he
reasonably


                                       7



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 conduct was unlawful.

          SECTION 2. Any indemnification under Section 1 of this Article IX
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper under the circumstances because he has met
the applicable standard of conduct set forth in said Section 1. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum in not obtainable, or, even if obtainable
and a quorum of disinterested directors so directs, by independent legal counsel
(compensated by the Corporation) in a written opinion, or (3) by the
stockholders.

          SECTION 3. If a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 1 of this Article 9, or with
respect to any claim, issue or matter therein (to the extent that a portion of
his expenses can be reasonably allocated thereto), he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

          SECTION 4. Expenses incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding, or threat thereof,
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of Directors, whether a
disinterested quorum exists or not, upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article IX.

          SECTION 5. The indemnification provided by this Article IX shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any agreement, vote of stockholders or disinterested directors,
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

          SECTION 6. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and 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 him against
such liability under the provisions of this Article IX or of Section 145 of the
General Corporation Law of the State of Delaware.


                                       8



                                   ARTICLE X

                                   AMENDMENTS

          Except as may be expressly provided in this Certificate of
Incorporation, the Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation in the manner now or hereafter provided by law, and
all rights, preferences and privileges of any kind whatsoever conferred upon
stockholders, directors or any other persons by and pursuant to this Certificate
of Incorporation in its present form or as hereafter amended are granted subject
to this reserved power.

          IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be duly executed this 6th day of June, 2002.

                                                NN, INC.

                                                By: /s/ William C. Kelly, Jr.
                                                   -----------------------------
                                                Name:   William C. Kelly, Jr.
                                                Title:  Treasurer, Secretary and
                                                        Chief Accounting Officer
                                       9

                                                                     Exhibit 3.2

                                RESTATED BY-LAWS

                                       OF

                                    NN, INC.

              Incorporated Under the Laws of the State of Delaware

                                   ARTICLE I

                               OFFICES AND RECORDS

     Section (1) Registered Office. Except as may otherwise be specified in the
Certificate of Incorporation, the registered office of the Corporation shall be
at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle, State of Delaware 19801, and the registered agent of the
Corporation at such address shall be The Corporation Trust Company.

     Section (2) Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                                  STOCKHOLDERS

     Section (1) Annual Meeting. The annual meeting of stockholders for the
election of directors, and for the transaction of such other business as may
properly come before the meeting, shall be held at such place, either within or
without the State of Delaware, and at such time and date as the Board of
Directors, by resolution, shall determine.

     Section (2) Notice of Annual Meeting. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting, either personally or by mail, not
less than ten nor more than sixty days before the date of the meeting. The
notice of the annual meeting need not specifically state the business to be
transacted thereat.

     Section (3) Special Meeting. Subject to the rights of the holders of any
series of stock having a preference over the Common Stock of the Corporation as
to dividends or upon liquidation ("Preferred Stock") with respect to such series
of Preferred Stock, special meetings of the stockholders may be called only by
the Chairman of the Board or by the affirmative vote of a majority of the "Whole
Board". For the purposes of these Bylaws, the "Whole Board" shall mean the total
number of directors which the Corporation would have if there were no vacancies.
Special meetings of stockholders may be held at such time and place, either
within or without the State of Delaware, as the Chairman of the Board or a
majority of the Whole Board may determine. Stockholders shall not have the right
to call a special meeting of stockholders.



     Section (4) Notice of Special Meetings. Written or printed notice of a
special meeting, stating the place, day and hour of the meeting and the purpose
or purposes for which the meeting is called, shall be delivered by the
Corporation not less than ten (10) days nor more than sixty (60) days before the
date of the meeting, either personally or by mail, to each stockholder of record
entitled to vote at such meeting. Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the meeting
pursuant to the Corporation's notice of meeting.

     Section (5) Presiding Officer and Order of Business. The Chairman of the
Board shall preside at all meetings of stockholders. If the Chairman of the
Board is not present or there is none, then the Chief Executive Officer shall
preside, or if the Chief Executive Officer is not present or there is none, then
the President shall preside, or, if the President is not present or there is
none, a Vice President shall preside, or, if the Vice President is not present
or there is none, a person chosen by the Board of Directors shall preside; if no
such person is present or has been chosen, the holders of a majority of the
stock having voting power who are present in person or represented by proxy at
the meeting shall choose any person present to act as chairman of the meeting.
The Secretary of the Corporation, or, if the Secretary is not present, an
Assistant Secretary, or, if an Assistant Secretary is not present, a person
chosen by the Board of Directors, shall act as secretary at meetings of
stockholders; if no such person is present or has been chosen, the holders of a
majority of the stock having voting power who are present in person or
represented by proxy at the meeting shall choose any person present to act as
secretary of the meeting.

     Section (6) Quorum and Adjournment. Except as otherwise provided by law or
by the Certificate of Incorporation, the holders of a majority of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock"), represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders,
except that when specified business is to be voted on by a class or series of
stock voting as a class, the holders of a majority of the shares of such class
or series shall constitute a quorum of such class or series for the transaction
of such business. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the Chairman of the meeting or the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time until a
quorum shall be present or represented. If the time and place of the adjourned
meeting are announced at the meeting at which the adjournment is taken, no
further notice of the adjourned meeting need be given. Even if a quorum shall be
present or represented at any meeting of the stockholders, the Chairman of the
meeting or the stockholders entitled to vote thereat who are present in person
or represented by proxy shall have the power to adjourn the meeting from time to
time for good cause to a date that is not more than thirty days after the date
of the original meeting. Further notice of the adjourned meeting need not be
given if the time and place thereof are announced at the meeting at which the
adjournment is taken. At any adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for more
than thirty days, or if after the adjournment a new record date if fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.


                                       2



     Section (7) Voting. Each stockholder shall be entitled to vote in
accordance with the terms of the Certificate of Incorporation and in accordance
with the provisions of these By-Laws, in person or by proxy, but no proxy shall
be voted after three years from its date unless such proxy provides for a longer
period. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A stockholder may revoke any
proxy which is not irrevocable by attending the meeting of stockholders and
voting in person or by filing an instrument in writing revoking the proxy or
another duly executed proxy bearing a later date with the Secretary of the
Corporation.

     Section (8) Stockholder List. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten 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, during ordinary business hours for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. 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. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of stockholders or
the books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

     Section (9) Fixing Record Date for Meetings of Stockholders. 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, the Board of
Directors 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 of
Directors, and which record date shall not be more than sixty nor less than ten
days before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held. 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
adjournment meeting.

     Section (10) Procedure for Election of Directors; Required Vote. Election
of directors at all meetings of the stockholders at which directors are to be
elected shall be by ballot, and, subject to the rights of the holders of any
series of Preferred Stock to elect directors under specified circumstances, a
plurality of the votes cast thereat shall elect directors. Except as otherwise
provided by law, the Certificate of Incorporation, or these By-Laws, in all
matters other than the election of directors, the affirmative vote of a majority
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the matter shall be the act of the stockholders.


                                       3



     Section (11) Inspectors of Elections: Opening and Closing the Polls. The
Board of Directors by resolution shall appoint one or more inspectors, which
inspector or inspectors may include individuals who serve the Corporation in
other capacities, including, without limitation, as officers, employees, agents
or representatives, to act at the meetings of stockholders and make a written
report thereof. One or more persons may be designated as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of stockholders, the Chairman of
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspectors shall have the
duties prescribed by law.

   The Chairman of the meeting shall fix and announce at the meeting the date
and the time of the opening and the closing of the polls for each matter upon
which the stockholders will vote at the meeting.

     Section (12) Action by Written Consent of Stockholders. Subject to the
rights of the holders of any series of Preferred Stock with respect to such
series of Preferred Stock, any action required or permitted to be taken by the
stockholders of the Corporation at any annual or special meeting of such
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than
two-thirds of the voting power of all the then outstanding shares of stock of
the Corporation entitled to vote on such action and the writing or writings are
filed with the minutes of proceedings of the stockholders of the Corporation.

                                  ARTICLE III

                               BOARD OF DIRECTORS

     Section (1) General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. In
addition to the powers and authorities by these By-Laws expressly conferred upon
them, the Board of Directors may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these By-Laws required to be exercised or done by the
stockholders.

     Section (2) Number, Tenure and Qualifications. The number of directors
which shall constitute the first Board shall be the number elected by the
Incorporator. Subject to the rights of the holders of any series of Preferred
Stock to elect directors under specified circumstances, the number of directors
which shall constitute all subsequent boards shall be fixed from time to time
exclusively pursuant to a resolution adopted by a majority of the Whole Board,
but shall consist of not less than 3 nor more than 7 directors. Commencing with
the 1994 annual meeting of stockholders of the Corporation, the directors, other
than those who may be elected by the holders of any series of Preferred Stock
under specified circumstances, shall be divided, with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
as is reasonably possible, with the term of office of the first class to expire
at the 1995


                                       4



annual meeting of stockholders, the term of office of the second class to expire
at the 1996 annual meeting of stockholders and the term of office of the third
class to expire at the 1997 annual meeting of stockholders, with each director
to hold office until his or her successor shall have been duly elected and
qualified. At each annual meeting of stockholders, commencing with the 1995
annual meeting, directors elected to succeed those directors whose terms then
expire shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election, with each director to hold
office until his or her successor shall have been duly elected and qualified.

     Section (3) Decreasing or Enlarging the Board. Subject to the provisions of
Section 2 of this Article III, the number of directors may be decreased at any
time and from time to time by the Board of Directors, but only to eliminate
vacancies existing by reason of the death, resignation, removal or the
expiration of the term of one or more directors. Subject to the provisions of
Section 2 of this Article III, the number of directors may be increased at any
time from time to time by the Board of Directors.

     Section (4) Meetings Generally. The Board of Directors may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section (5) First Meeting. The first meeting of each newly elected Board of
Directors shall be held immediately after the Annual Meeting of Stockholders and
at the same place, and no notice to the newly elected directors of such meeting
shall be necessary in order to constitute the meeting legally called and
convened, provided a quorum shall be present. In the event such meeting is not
held at that time and place, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a written waiver
signed by all of the directors.

     Section (6) Regular Meetings. Regular meetings of the Board of Directors or
any committee thereof may be held without notice at such time and at such place
as shall from time to time be determined by the Board or committee, as the case
may be; provided, that any director or committee member who is absent when such
a determination is made shall be given notice of the determination.

     Section (7) Special Meetings; Notice. Special meetings of the Board of
Directors or of any committee thereof shall be held whenever called by a
majority of the directors or committee members, as the case may be, then in
office, or by the Chairman of the Board, the Chief Executive Officer, or the
President. Notice of the meeting shall be mailed to each director or committee
member, addressed to him at his residence or usual place of business, not less
than ten days before the day on which the meeting is to be held, or shall be
sent to him at such place, marked for overnight delivery, by a reputable courier
service providing overnight delivery service to the address to which the notice
is directed, not less than one day before the day on which the meeting is to be
held, or shall be sent to him at such place by telegram, cable, facsimile or
other form of wire or wireless communication, or be delivered personally or by
telephone, not less than twelve hours before the meeting is to be held. The
notice shall state the date, time and place of the meeting but need not state
the purpose thereof, except as otherwise herein expressly provided and for
amendments to these By-Laws as provided for in section 1 of Article IX.


                                       5



     Section (8) Quorum; Required Vote; Adjourned Meetings. At all meetings of
the Board or any committee thereof, a majority of the total number of directors
or committee members shall constitute a quorum for the transaction of business
and the act of a majority of the directors or committee members present at any
meeting at which there is a quorum shall be the act of the Board of Directors or
committee, as the case may be, except as may be otherwise specifically provided
by statute, by the Certificate of Incorporation or by these By-Laws. If a quorum
shall not be present at any meeting of the Board of Directors or committee
thereof, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting at which the
adjournment is taken, until a quorum shall be present. In the event that such
Board or committee is composed of an even number of persons, a majority means
one-half of the number of such persons plus one.

     Section (9) Organization. The Chairman of the Board shall preside over the
meetings of the Board of Directors. If the Chairman of the Board is not present
or there is none, a chairman chosen at the meeting shall preside. The Secretary
of the Corporation, or, if the Secretary is not present, an Assistant Secretary,
or, if an Assistant Secretary is not present, a person chosen at the meeting,
shall act as secretary at the meeting.

     Section (10) Action by Consent of Board of Directors. 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 or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

     Section (11) Conference Telephone Meetings. Members of the Board of
Directors, or any committee thereof, may participate in a meeting of the Board
of Directors or 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 (12) Vacancies. Subject to applicable law and the rights of the
holders of any series of Preferred Stock with respect to such series of
Preferred Stock, vacancies resulting from death, resignation, retirement,
disqualification, removal from office or other cause, and newly created
directorships resulting from any increase in the authorized number of directors,
may be filled by (i) the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors, or (ii) by a
plurality of the votes cast at a meeting of the stockholders. Directors so
chosen shall hold office for a term expiring at the annual meeting of
stockholders at which the term of the office of the class to which they have
been elected expires and until such director's successor shall have been duly
elected and qualified. No decrease in the number of authorized directors
constituting the Whole Board shall shorten the term of any incumbent director.

     Section (13) Committees. The Board of Directors may, by resolution passed
by a majority of the Whole Board, designate one or more committees, each
committee to consist of one or more directors of the Corporation. The Board 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


                                       6



committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such member or members as may be determined from time
to time by resolution adopted by the Board of Directors. Any such committee, to
the extent provided in the resolution of the Board of Directors, but subject to
any applicable statutory provisions, 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. Nothing herein shall be deemed to
prevent the Board from appointing one or more committees consisting in whole or
in part of persons who are not directors of the Corporation; provided, however,
that no such committee shall have or may exercise any authority of the Board.

     Section (14) Committee Minutes. Each committee shall keep regular minutes
of its meetings and report the same to the Board of Directors when required.

     Section (15) Removal. Subject to the rights of the holders of any series of
Preferred Stock with respect to such series of Preferred Stock, any director, or
the entire Board of Directors, may be removed from office at any time, with or
without cause, by the affirmative vote of the holders of at least 50 percent of
the voting power of all of the then-outstanding shares of Voting Stock, voting
together as a single class.

     Section (16) Records. The Board of Directors shall cause to be kept a
record containing the minutes of the proceedings of the meetings of the Board
and the stockholders, appropriate stock books and registers and such books of
records and accounts as may be necessary for the proper conduct of the business
of the Corporation.

     Section (17) Compensation. The directors may, pursuant to action by the
Board of Directors, be paid their expenses, if any, of attendance at each
meeting of the Board of Directors and be paid a fixed sum for attendance at each
meeting of the Board of Directors and a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may, pursuant to action by the Board of Directors, be allowed like
compensation for attending committee meetings.

     Section (18) Resignation. Any director of the Corporation may resign at any
time upon written notice to the Board of Directors, the Chairman of the Board,
the Chief Executive Officer, the President, or the Secretary of the Corporation.
Unless otherwise specified in such written notice, a resignation shall take
effect upon delivery thereof to the Board of Directors or the designated
officer, and the acceptance of such resignation shall not be necessary to make
it effective.


                                       7



                                   ARTICLE IV

                                     NOTICES

     Section (1) General. Whenever, under the provisions of statute or of the
Certificate of Incorporation or of these Bylaws, notice is required to be given
to any director or stockholder, it shall be construed to mean written notice by
personal delivery or by mail, addressed to such director or stockholder at his
address as it appears on the records of the corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Notice to directors may also be
given by private courier, telegram, cable, facsimile or other form of wire or
wireless communication, or telephone.

     Section (2) Waiver of Notice. Whenever any notice is required to be given
under the provisions of applicable statutes or of the Certificate of
Incorporation or of these Bylaws, a written waiver thereof, signed by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting of
stockholders, directors or members of a committee of directors shall constitute
a waiver of notice of such meeting, except when the person attends the meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice unless
so required by the Certificate of Incorporation or these Bylaws.

                                   ARTICLE V

                                    OFFICERS

     Section (1) Number. The officers of the Corporation shall be chosen by the
Board of Directors and may be a Chairman of the Board, a Chief Executive
Officer, a President, one or more Vice Presidents, a Secretary, a Treasurer, one
or more Assistant Secretaries or Assistant Treasurers and such other officers
and agents (including, without limitation, a Chief Financial Officer) as the
Board of Directors shall deem necessary or appropriate. The offices of the
Corporation for which officers shall be elected shall be set forth, from time to
time, by resolution of the Board of Directors; provided, however, that the board
of Directors, at a minimum, shall elect a President and a Secretary. Any number
of offices may be held by the same person, except the offices of President and
Secretary. All officers of the Corporation, in addition to any powers or duties
set forth in this Article V, shall exercise the powers and perform the duties
that shall from time to time be determined by the Board of Directors.

     Section (2) Election; Term of Office; Removal; Resignation; Vacancies. The
Board of Directors at its first meeting after each annual meeting of
stockholders or at such other time as the Board may determine shall elect an
officer for each position created by resolution of the Board of Directors. Each
officer of the Corporation shall hold office until his successor is elected and
qualified or until his earlier resignation or removal. Any officer may resign at
any time by written notice to the Board of Directors, the Chairman of the Board,
the Chief Executive


                                       8



Officer, the President, or the Secretary of the Corporation. Unless otherwise
specified in such written notice, the resignation shall take effect upon the
delivery thereof to the Board of Directors or the designated officer, and the
acceptance of such resignation shall not be necessary to make it effective. Any
officer elected or appointed by the Board of Directors may be removed at any
time, with or without cause, by action of the Board of Directors. Any vacancy
occurring in any office of the corporation shall be filled by or in the manner
prescribed by the Board of Directors.

     Section (3) Salaries. The salaries of all officers and agents of the
Corporation shall be fixed by or in the manner prescribed by the Board of
Directors. No officer of the Corporation shall be prevented from receiving
compensation by reason of the fact that he is also a director of the
Corporation.

     Section (4) Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the stockholders and of the Board of Directors.

     Section (5) Chief Executive Officer. The Chief Executive Officer shall be
responsible for the general management of the affairs of the Corporation and
shall perform all duties incidental to his office which may be required by law
and all such other duties as are properly required of him by the Board of
Directors. He shall make reports to the Board of Directors and the stockholders,
and shall see that all orders and resolutions of the Board of Directors and of
any committee thereof are carried into effect. The Chief Executive Officer
shall, in the absence of or because of the inability to act of the Chairman of
the Board, perform all duties of the Chairman of the Board and preside at all
meetings of the stockholders and of the Board of Directors.

     Section (6) President. The President shall act in a general executive
capacity and shall assist the Chief Executive Officer in the administration and
operation of the Corporation's business and general supervision of its policies
and affairs. The President shall, in the absence of or because of the inability
to act of the Chief Executive Officer, perform all duties of the Chief Executive
Officer. The President shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

     Section (7) Vice President. Each Vice President shall have such powers and
shall perform such duties as shall be assigned to him by the Board of Directors.

     Section (8) Chief Financial Officer. The Chief Financial Officer (if any)
shall be a Vice President and act in an executive financial capacity. He shall
assist the Chief Executive Officer and the President in the general supervision
of the Corporation's financial policies and affairs.

     Section (9) Secretary. The Secretary shall (a) attend all meetings of the
stockholders and all meetings of the Board of Directors and record all the
proceedings of the meetings of the stockholders and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for committees
of the Board of Directors when required, (b) give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors or committees thereof, (c) keep a register of the post office address
of each stockholder


                                       9



(which address shall be furnished to the Secretary by such stockholder), (d)
have general charge of the stock transfer books of the Corporation, (e)
authenticate records of the Corporation when such authentication is required,
(f) have custody of all deeds, leases, contracts and other important corporate
documents, (g) have charge of the books, records and papers of the Corporation
relating to its organization and management as a corporation, (h) see that all
reports, statements and other documents required by law (except tax returns) are
properly filed, and (i) perform such other duties as may from time to time be
prescribed by the Board of Directors or the Chief Executive Officer. The
Secretary shall have custody of the corporate seal of the Corporation and shall
have authority to affix the same to any instrument requiring it, and when so
affixed, it may be attested by his signature. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature.

     Section (10) Assistant Secretary. The Assistant Secretary, if any, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Secretary for any reason,
including the failure of the Board of Directors to elect a Secretary or in the
event of the Secretary's inability or refusal to act, perform the duties and
exercise the powers of the Secretary and perform such other duties and have such
other powers as the Board of Directors or the Chief Executive Officer may from
time to time prescribe. Any Assistant Secretary shall have authority to affix
the corporate seal and attest the same by his signature to the same extent as
the Secretary.

     Section (11) Treasurer. The Treasurer shall have custody of the
Corporation's funds and securities and shall keep, or cause to be kept, full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all monies and other valuable effects in the name
and to the credit of the Corporation in such depositions as from time to time
may be designated by the Board of Directors or the Chief Executive Officer. The
Treasurer shall disburse the funds of the Corporation as may be ordered by the
Board of Directors or the Chief Executive Officer, taking proper vouchers for
such disbursements, and shall render to the Chief Executive Officer and the
Board of Directors, at regular meetings of the Board of Directors or when the
Chief Executive Officer or the Board of Directors so requires, an account of all
his transactions as Treasurer and of the financial condition of the Corporation.
The Treasurer shall perform such other duties and have such other powers as the
Board of Directors or the Chief Executive Officer may from time to time
prescribe.

     Section (12) Assistant Treasurer. The Assistant Treasurer, if any, or if
there be more than one, the Assistant Treasurers in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Treasurer for any reason,
including the failure of the Board of Directors to elect a Treasurer or in the
event of the Treasurer's inability or refusal to act, perform the duties and
exercise the powers of the Treasurer and perform such other duties and have such
other powers as the Board of Directors or the Chief Executive Officer may from
time to time prescribe.

     Section (13) Execution of Documents. All deeds, mortgages, bonds,
contracts, and other instruments made by the Corporation may be executed on
behalf of the Corporation by any officer of the Corporation (unless such power
is restricted by Board


                                       10



resolution or by law) or by any other person or persons designated from time to
time by resolution of the Board of Directors. The Secretary, when necessary,
shall attest the execution thereof.

     Section (14) Bonds. Any or all officers and agents of the Corporation
shall, if required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the Board of
Directors shall determine.

                                   ARTICLE VI

                  STOCK CERTIFICATES, TRANSFERS AND RECORD DATE

     Section (1) Stock Certificates and Transfers. The interest of each
stockholder of the Corporation shall be evidenced by certificates for shares of
stock in such form as the appropriate officers of the Corporation may from time
to time prescribe. The certificates of stock shall be signed, countersigned and
registered in such manner as the Board of Directors may by resolution prescribe,
which resolution may permit all or any of the signatures on such certificates to
be in facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.

     Section (2) Addresses of Stockholders. Each stockholder shall designate to
the Secretary of the Corporation an address at which notices of meetings and all
other corporate notices may be served, delivered, or mailed to him and, if any
stockholder shall fail to designate such address, all corporate notices (whether
served or delivered by the Secretary, another stockholder, or any other person)
may be served upon him at his last known address.

     Section (3) Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to give the Corporation a bond
sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

     Section (4) Transfer of Shares. The shares of stock of the Corporation
shall be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the Corporation by the delivery
thereof to the person in charge of the stock and transfer books and ledgers, or
to such other person as the directors may designate, by whom they shall be
cancelled, and new certificates shall thereupon be issued. A record shall be
made of each transfer and whenever a new transfer shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer.


                                       11



     Section (5) Registered Stockholders. Except as otherwise provided by law,
the Corporation shall be entitled to treat the record holder of any shares of
the Corporation as the owner thereof for all purposes, including all rights
deriving from such shares, and shall not be bound to recognize any equitable or
other claim to, or interest in, such shares or rights deriving from such shares
on the part of any other person, including, but without limiting the generality
thereof, a purchaser, assignee or transferee of such shares or rights deriving
from such shares, unless and until such purchaser, assignee, transferee or other
person becomes the record holder of such shares, whether or not the Corporation
shall have either actual or constructive notice of the interest of such
purchaser, assignee, transferee or other person. Any such purchaser, assignee,
transferee or other person shall not be entitled to receive notice of the
meetings of stockholders, to vote at such meetings, to examine a complete list
of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise
any other property or rights deriving from such shares against the Corporation,
until such purchaser, assignee, transferee or other person has become the record
holder of such shares.

                                  ARTICLE VII

                            MISCELLANEOUS PROVISIONS

     Section (1) Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January and end on the thirty-first day of December of each
year.

     Section (2) Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the Corporation's
capital stock, subject to the provisions of the Certificate of Incorporation and
applicable law. The directors of the Corporation may set apart out of any of the
funds of the Corporation available for dividends a reserve or reserves for any
proper purpose and may abolish any such reserve.

     Section (3) Fixing Record Date for Dividends, Etc. In order that the
Corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be
not more than sixty days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors elects the
resolution relating thereto.

     Section (4) Voting Securities of Other Corporations. Any officer of the
Corporation and any other person or persons that may from time to time be
designated by the Board of Directors shall have the authority to vote on behalf
of the Corporation the securities of any other corporation which are owned or
held by the Corporation and may attend meetings of stockholders or execute and
deliver proxies or written consents for such purpose.


                                       12



     Section (5) Contracts, Checks, Notes, Bank Accounts, Etc. All contracts and
agreements authorized by the Board of Directors and all checks, drafts, notes,
bonds, bills of exchange and orders for the payment of money shall be signed by
at least one officer of the Corporation or by such other number of officer or
officers or employee or employees as the Board of Directors may from time to
time designate.

     Section (6) Loans. Except for loans which are incurred in the ordinary
course of business, no loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.

     Section (7) Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Board of Directors, the President or the Treasurer shall direct
in such banks, trust companies or other depositories as the President or the
Board of Directors may select, or as may be selected by any other officer or
officers or agent or agents of the Corporation to whom power in that respect
shall have been delegated by the Board of Directors. For the purpose of deposit
and collection for the account of the Corporation, checks, drafts and other
orders for the payment of money which are payable to the order of the
Corporation may be endorsed, assigned and delivered by any officer of the
Corporation.

     Section (8) Seal. The corporate seal, if any, shall have inscribed thereon
the name of the Corporation, the date of its organization, the words "Corporate
Seal, Delaware," and such words and figures as the Board of Directors may
approve and adopt. The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.

     Section (9) Form of Records. Any records maintained by the Corporation in
the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphoto-graphs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
written form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

     Section (10) Audits. The accounts, books and records of the Corporation
shall be audited upon the conclusion of each fiscal year by an independent
certified public accountant selected by the Board of Directors, and it shall be
the duty of the Board of Directors to cause such audit to be done annually.

                                  ARTICLE VIII

                        INTERESTED OFFICERS OR DIRECTORS

   No contract or transaction between this Corporation and one or more of its
directors or officers, or between this Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board or
committee thereof which


                                       13



authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if:

     (a) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed as are known to the Board of Directors or
the committee, and the Board or committee in good faith authorizes the contract
or transaction by the affirmative votes of a majority of the disinterested
directors, even through the disinterested directors be less than a quorum; or

     (b) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or

     (c) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a
committee thereof, or the stockholders.

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

                                   ARTICLE IX

                                   AMENDMENTS

     Section (1) Amendments. These By-Laws may be altered or repealed, and any
By-Laws may be made, at any annual meeting of the stockholders or at any special
meeting thereof if notice of the proposed alteration or repeal of the By-Laws or
of the By-Laws to be made is contained in the notice of such meeting, by the
affirmative vote of the holders of at least 66 2/3% of the voting power of the
then outstanding Voting Stock, or by the affirmative vote of a majority of the
total number of directors then in office, at any regular meeting of the Board of
Directors, or at any special meeting of the Board of Directors, if notice of the
proposed alteration or repeal, or of the By-Laws to be made, is contained in the
notice of such special meeting.

                                       14

                                                                     Exhibit 4.1

NUMBER                         [LOGO OF NN, INC.]                         SHARES
NN                                  NN, INC.
                      COMMON STOCK $.01 PAR VALUE PER SHARE

INCORPORATED UNDER THE LAWS OF                                   SEE REVERSE FOR
THE STATE OF DELAWARE                                        CERTAIN DEFINITIONS
                                                               CUSIP 629337 10 6

THIS CERTIFIES THAT

IS THE OWNER OF

                  FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF

     NN, Inc. transferable on the books of the Corporation by the holder hereof
in person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented hereby are issued
and shall be held subject to all the provisions of the Certificate of
Incorporation and Bylaws of the Corporation and the amendments from time to time
made thereto copies of which are on file at the principal office of the
Corporation, to all of which the holder of this Certificate by acceptance hereof
assents. This Certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.

     WITNESS, the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

Dated                                              COUNTERSIGNED AND REGISTERED
                                                   BY              SUNTRUST BANK
                                                                  TRANSFER AGENT
                                                                   AND REGISTRAR
                                                            AUTHORIZED SIGNATURE

/s/ William C. Kelly, Jr.                  /s/ Roderick R. Baty
Treasurer and Secretary                    President and Chief Executive Officer

                            [NN, INC. CORPORATE SEAL]



                                    NN, INC.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM - as tenants in common    UNIF GIFT MIN ACT - ______ Custodian _________
                                                      (Cust)            (Minor)
TEN ENT - as tenants by the entireties
JT TEN -  as joint tenants with right of       under Uniform Gifts to Minors Act
          survivorship and not as              _________________________________
          tenants in common                                 (State)

     Additional abbreviations may also be used though not in the above list.

For value received, __________________hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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

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


- --------------------------------------------------------------------------------
Please print or typewrite name and address including postal zip code of assignee


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- --------------------------------------------------------------------------------
                                                                    Shares
- -------------------------------------------------------------------
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and

appoint
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- --------------------------------------------------------------------------------
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.

Dated,
       -----------------------------

                                            ------------------------------------
                                            NOTICE: The signature to this
                                            assignment must correspond with the
                                            name and written upon the face of
                                            the Certificate, in every
                                            particular, without alteration or
                                            enlargement or any change whatever.

SIGNATURE(S) GUARANTEED:
                         -------------------------------------------------------
                         THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
                         GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
                         LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
                         AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
                         PURSUANT TO S.E.C. RULE 17Ad-15.

                                                                     Exhibit 5.1



                LETTERHEAD OF BLACKWELL SANDERS PEPER MARTIN LLP


                              _______________, 2002

NN, Inc.
2000 Waters Edge Drive
Johnson City, Tennessee  37604

Ladies and Gentlemen:

         We have acted as counsel to NN, Inc., a Delaware corporation (the
"Company"), in connection with the filing of a registration statement by the
Company on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended, of 7,475,000 shares (the "Shares") of Common Stock of the
Company, $.01 par value per share. The Shares include 2,600,000 shares which are
being sold by the Company (the "Primary Shares") and 3,900,000 shares which are
being sold by the selling stockholders (the "Secondary Shares"). The Primary
Shares and Secondary Shares include up to an aggregate of 975,000 shares which
may be sold by the underwriters named therein pursuant to an over-allotment
option granted by the Company and the selling stockholders.

         In connection with the foregoing, we have examined such documents,
corporate records and other instruments as we have deemed necessary or
appropriate in connection with this opinion. Based upon and subject to the
foregoing, we are of the opinion that the Secondary Shares are, and the Primary
Shares, when sold and issued in accordance with the Registration Statement and
related prospectus, will be, validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference under the caption "Legal Matters" in the
prospectus included in the Registration Statement.

                                      Very truly yours,





                                      /s/ Blackwell Sanders Peper Martin LLP

                                                                    Exhibit 21.1


                         Subsidiaries of the Registrant




                                                                         Jurisdiction of Incorporation
                                                                         -----------------------------
Direct Subsidiaries of NN, Inc.          NN Ownership Interest                  or Organization
- -------------------------------          ---------------------                  ---------------
                                                                   
Industrial Molding GP, LLC                        100%                             Delaware
The Delta Rubber Company                          100%                            Connecticut
NN Euroball ApS                                    54%                            Netherlands
NN Mexico, LLC                                     51%                             Delaware


                                                                         Jurisdiction of Incorporation
                                                                         -----------------------------
Indirect Subsidiaries of NN, Inc.                 Ownership                     or Organization
- ---------------------------------                 ---------                     ---------------
Industrial Molding LP, LLC                100% owned by Industrial                Tennessee
                                               Molding GP, LLC

Industrial Molding Group, L.P.             99% owned by Industrial                 Tennessee
                                           Molding LP, LLC and 1%
                                         owned by Industrial Molding
                                                   GP, LLC

NN Arte S. De R.L. De D.V.                 99% owned by NN Mexico,                  Mexico
                                                     LLC

Kugelfertigung Eltmann GmbH                   100% owned by NN                      Germany
                                                Euroball ApS

EB Italia srl                              90% owned by NN Euroball                  Italy
                                                     ApS

Euroball S.p.A.                            100% owned by EB Italia                   Italy

NN Ball & Roller Ltd.                       90% owned by Euroball                   Ireland
                                           S.p.A. and 10% owned by
                                                 EB Italia

                                                                    Exhibit 23.2

                          Independent Auditor's Consent
                          -----------------------------

The Board of Directors
NN, Inc.:

We consent to the use of our report dated February 28, 2002, with respect to the
consolidated balance sheets of NN, Inc. as of December 31, 2001 and 2000, and
the related consolidated statements of income and comprehensive income,
consolidated statements of changes in stockholders' equity, and consolidated
statements of cash flows for the years then ended, included and incorporated
herein by reference and to the references to our firm under the headings
"Experts" and "Selected Consolidated Financial Data" in the prospectus. Our
report refers to a change in the Company's method of accounting for derivative
instruments and hedging activities in 2001.

                                  /s/ KPMG LLP

Charlotte, North Carolina
June 6, 2002

                                                                    Exhibit 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 4, 2000 relating to the
December 31, 1999 consolidated financial statements of NN, Inc. (formerly known
as NN Ball & Roller, Inc.), which appears in NN, Inc.'s Annual Report on Form
10-K for the year ended December 31, 2001. We also consent to the references to
us under the headings "Experts" and "Selected Consolidated Financial Data" in
such Registration Statement.

/s/  PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Charlotte, North Carolina
June 6, 2002