BY-LAWS



                                       OF



                           GREG MANNING AUCTIONS, INC.



                                   ARTICLE 1

                                  Stockholders



         1.1 Place of Meetings. Meetings of stockholders must be held at such

place, either within or outside the State of Delaware, as the board of directors

may designate from time to time.



         1.2 Annual Meetings. Annual meetings of stockholders must be held at

the day and time fixed, from time to time, by the board of directors, except if

that day is a legal holiday, then the annual meeting will be held on the next

following business day. At each annual meeting the stockholders may elect a

board of directors by plurality vote and transact such other business as may be

properly brought before the meeting.



         1.3 Special Meetings. Special meetings of the stockholders may be

called by the board of directors, the Chairman of the Board, or the Chief

Executive Officer, and must be called by the Chief Executive Officer at the

request of the holders of at least 20% of the outstanding shares entitled to

vote at that meeting. If the special meeting is called by a person or persons

other than the board of directors, the board of directors must determine the

time and place of that meeting, which must be held between 35 and 120 days after

receipt of the request for the meeting.



         1.4 Notice of Meetings. Written notice of each meeting of the

stockholders stating the place, date and hour of the meeting must be given by or

at the direction of the board of directors to each stockholder entitled to vote

at the meeting at least ten, but not more than 60, days prior to the meeting.

Notice of any special meeting must state in general terms the purpose or

purposes for which the meeting is called.



         1.5 Quorum; Adjournments of Meetings. The holders of a majority of the

issued and outstanding shares of the capital stock of the Corporation entitled

to vote at a meeting, present in person or represented by proxy, will constitute

a quorum for the transaction of business at that meeting; but if there is less

than a quorum, the holders of a majority of the stock so present or represented

may adjourn the meeting to another time or place, from time to time, until a

quorum is present, whereupon the meeting may be held, as adjourned, without

further notice, except as required by law, and any business may be transacted

thereat that might have been transacted at the meeting as originally called.



         1.6 Voting. At any meeting of the stockholders every registered owner

of shares entitled to vote may vote in person or by proxy and, except as

otherwise provided by statute, in the certificate of incorporation or these

bylaws, will have one vote for each



{PAGE}



such share standing in that registered owner's name on the books of the

Corporation. Except as otherwise required by statute, the certificate of

incorporation, or these bylaws, all matters other than the election of directors

brought before any meeting of the stockholders will be decided by a vote of a

majority in interest of the stockholders of the Corporation present in person or

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