<PAGE>
                                                  EXHIBIT (ii)
                                                               
                            BY-LAWS
                                
                     CH ENERGY GROUP, INC.
                                
                     POUGHKEEPSIE, NEW YORK
                                
                             INDEX


                                                             PAGE


ARTICLE I MEETINGS OF SHAREHOLDERS

Section 1.1    Annual Meetings . . . . . . . . . . . . . .      1
Section 1.2    Special Meetings. . . . . . . . . . . . . .      1
Section 1.3    Place of Meetings . . . . . . . . . . . . .      1
Section 1.4    Presiding at Meetings . . . . . . . . . . .      1
Section 1.5    Quorum. . . . . . . . . . . . . . . . . . .      2
Section 1.6    Adjournment . . . . . . . . . . . . . . . .      2
Section 1.7    Notice of Meetings. . . . . . . . . . . . .      2
Section 1.8    Waiver and Consent. . . . . . . . . . . . .      3
Section 1.9    Fixing Record Date. . . . . . . . . . . . .      4
Section 1.10   List of Shareholders at Meetings. . . . . .      4
Section 1.11   Proxies . . . . . . . . . . . . . . . . . .      4
Section 1.12   Notice of Shareholder Business and Nominations   5
Section 1.13   Inspectors of Elections . . . . . . . . . .      9
Section 1.14   Vote of Shareholders. . . . . . . . . . . .      9
 
ARTICLE II     BOARD OF DIRECTORS

Section 2.1    Number of Directors . . . . . . . . . . . .     10
Section 2.2    Elections, Terms and Vacancies. . . . . . .     10
Section 2.3    Meetings of the Board . . . . . . . . . . .     11
Section 2.4     Notice and Adjournment . . . . . . . . . .     11



                               (i)
                                                            PAGE

ARTICLE II     BOARD OF DIRECTORS (Continued)

Section 2.5    Quorum. . . . . . . . . . . . . . . . . . .     12
Section 2.6    Unanimous Written Consent . . . . . . . . .     12
Section 2.7    Resignation of Directors. . . . . . . . . .     12
Section 2.8    Removal of Directors. . . . . . . . . . . .     12
Section 2.9    Compensation of Directors . . . . . . . . .     13
Section 2.10   Time and Place of Meetings. . . . . . . . .     13
Section 2.11   Special Meetings. . . . . . . . . . . . . .     13
Section 2.12   Telephonic Meetings . . . . . . . . . . . .     13
 
ARTICLE III    COMMITTEES
Section 3.1    Organization and Authority. . . . . . . . .     13
Section 3.2    Executive Committee . . . . . . . . . . . .     14
Section 3.3    Action by a Committee . . . . . . . . . . .     14
Section 3.4    Quorum. . . . . . . . . . . . . . . . . . .     15
Section 3.5    Reports to Board of Directors . . . . . . .     15
Section 3.6    Compensation of Committee Members . . . . .     15
Section 3.7    Resignation and Removal of Committee Members    15
Section 3.8    Unanimous Written Consent . . . . . . . . .     15
Section 3.9    Place of Committee Meetings . . . . . . . .     15
Section 3.10   Notice. . . . . . . . . . . . . . . . . . .     16

ARTICLE IV     OFFICERS AND THEIR DUTIES

Section 4.1    Officers. . . . . . . . . . . . . . . . . .     16
Section 4.2    Term of Office; Resignation; Removal; Vacancies 16
Section 4.3    Powers and Duties . . . . . . . . . . . . .     17
Section 4.4    Salaries. . . . . . . . . . . . . . . . . .     17
Section 4.5    Chairman. . . . . . . . . . . . . . . . . .     17
Section 4.6    Vice Chairman . . . . . . . . . . . . . . .     18
Section 4.7    President . . . . . . . . . . . . . . . . .     18
Section 4.8    Vice President. . . . . . . . . . . . . . .     18
Section 4.9    Secretary . . . . . . . . . . . . . . . . .     19
Section 4.10   Treasurer . . . . . . . . . . . . . . . . .     19
Section 4.11   Controller. . . . . . . . . . . . . . . . .     20
Section 4.12   Other Officers. . . . . . . . . . . . . . .     20



                              (ii)
                                                           PAGE

ARTICLE V SHARES CERTIFICATED SHARES

Section 5.1    Certificates, Registrar and Transfer Agent.     20
Section 5.2    Authorization of Facsimile Signatures and Seal  21
Section 5.3    Transfer of Certificated Shares . . . . . .     21
Section 5.4    Lost, Stolen or Destroyed Share Certificates    21

ARTICLE VI     INDEMNIFICATION

Section 6.1    General Applicability . . . . . . . . . . .     22
Section 6.2    Scope of Indemnification. . . . . . . . . .     22
Section 6.3    Other Indemnification Provisions. . . . . .     23
Section 6.4    Survival of Indemnification . . . . . . . .     23
Section 6.5    Inability to Limit Indemnification. . . . .     23
Section 6.6    Severability. . . . . . . . . . . . . . . .     24
 
ARTICLE VII   OTHER MATTERS

Section 7.1    Books to be Kept. . . . . . . . . . . . . .     24
Section 7.2    Corporate Seal. . . . . . . . . . . . . . .     25
Section 7.3    When Notice or Lapse of Time Unnecessary. .     25
Section 7.4    Contracts, etc., How Executed . . . . . . .     25
Section 7.5    Loans . . . . . . . . . . . . . . . . . . .     25
Section 7.6    Deposits. . . . . . . . . . . . . . . . . .     26
Section 7.7    General and Special Bank Accounts . . . . .     26
Section 7.8    Fiscal Year . . . . . . . . . . . . . . . .     26

ARTICLE VIII     AMENDMENTS TO BY-LAWS

Section 8.1    By Directors. . . . . . . . . . . . . . . .     27
Section 8.2    By Shareholders . . . . . . . . . . . . . .     27
 







                              (iii)

<PAGE>
                           ARTICLE I
                    MEETINGS OF SHAREHOLDERS

     SECTION 1.1     ANNUAL MEETINGS

     The annual meeting of the shareholders, for the election of
directors and the transaction of such other business as may be
brought before the meeting, shall be held each year on the fourth
Tuesday in April (or if said day be a legal holiday, then on the
next succeeding business day), at such time of day as the
directors may determine.

     SECTION 1.2     SPECIAL MEETINGS

     Subject to the rights of the holders of any series of stock
having a preference over the Common Stock of the Company as to
dividends or upon liquidation ("Preferred Stock") with respect to
such series of Preferred Stock, special shareholders' meetings
may be called by holders of a majority of the votes of the
outstanding shares of common stock of the Company entitled to
vote or act with respect thereto upon the business to be brought
before such meeting, or by the Chairman of the Board of Directors
pursuant to a resolution adopted by a majority of the total
number of directors which the Company would have if there were no
vacancies.  At any special meeting, only such business may be
transacted which is related to the purpose(s) set forth in the
notice of such special meeting given pursuant to Section 1.7 of
these By-laws.

     SECTION 1.3     PLACE OF MEETINGS

     Shareholders' meetings shall be held at the principal office
of the Company or at such other place as designated by the Board
of Directors and stated in the notice of such meeting.

     SECTION 1.4     PRESIDING AT MEETINGS

     At all shareholders' meetings, the Chairman of the Board of
Directors, Vice Chairman, the President or a Vice President,
shall act as Chairman of the meeting as provided for in Sections
4.5, 4.7 and 4.8 and the Secretary or Assistant Secretary shall
act as Secretary of the meeting as provided for in Section 4.9.

     SECTION 1.5     QUORUM

     Holders of a majority of the votes of the shares of the
Company entitled to vote must be present, in person or by proxy,
at each shareholders' meeting to constitute a quorum at such
meeting.  When a specified item of business is required to be
voted on by a class or series, voting as a class, the holders of
a majority of the votes of the shares of such class or series
shall constitute a quorum for the transaction of such specified
item of business.  When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any
shareholders.

     Except as may be provided by or pursuant to the Certificate
of Incorporation, at all shareholders' meetings each shareholder
entitled to vote shall be entitled to one vote for each share
held by him or her, and may vote and otherwise act either in
person or by proxy, as provided for in Section 1.11.

     SECTION 1.6     ADJOURNMENT

     The Chairman of the meeting, or a majority of the shares so
represented at the meeting, may adjourn the meeting despite the
absence of a quorum.   When a shareholders' meeting is adjourned
to another time or place, it shall not be necessary to give any
notice of the adjourned meeting if the time and place to which
the meeting is adjourned are announced at the meeting at which
the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted on the
original date of the meeting. However, if after the adjournment
the Board of Directors fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
shareholder of record on the new record date entitled to notice
under this Section 1.6.

     SECTION 1.7     NOTICE OF MEETINGS

     Written notice of the date, time and place of every
shareholders' meeting shall be given personally, or by first
class mail (not less than ten (10) nor more than sixty (60) days
before the date of the meeting) or by third class mail (not less
than twenty-four (24) nor more than sixty (60) days before the
date of the meeting) or as otherwise may be permitted by law, to
each shareholder of record as of the date fixed by the Board of
Directors, pursuant to Section 1.9 hereof, and such other notice
shall be given as may be required by law.

     Notice of a special shareholders' meeting shall indicate
that it is being issued by or at the direction of the person or
persons calling the meeting and shall state the purpose(s) for
which the meeting is called.

     If mailed, such notice shall be deemed given when deposited
in the United States mail, with postage thereon prepaid, directed
to the shareholder at his or her address as it appears on the
shareholders' list or record, or, if he or she shall have filed
with the Secretary of the Company a written request that notices
to him or her be mailed to some other address, then directed to
him or her at such other address.

     An affidavit of the Secretary of the Corporation or other
person giving the notice or of a transfer agent of the
Corporation that the notice required by this Section 1.7 has been
given shall be supplied at the meeting to which it relates.

     SECTION 1.8     WAIVER AND CONSENT

     Notice of meeting need not be given to any shareholder who
submits a signed waiver of notice, in person or by proxy, whether
before or after the meeting.  The attendance of any shareholder
at a meeting, in person or by proxy, without objecting to the
lack of notice of such meeting prior to the conclusion of the
meeting, shall constitute a waiver of notice by such shareholder.

     The transactions of any shareholders' meeting, however
called and noticed, are as valid as though had at a meeting duly
held after regular call and notice, if a quorum is present either
in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in
person or by proxy, signs a written waiver of notice, or a
consent to the holding of the meeting, or an approval of the
minutes thereof.

     All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the
meeting. Executors, administrators, guardians, trustees, and
other fiduciaries entitled to vote shares may sign such waivers,
consents and approvals.

     SECTION 1.9     FIXING RECORD DATE

     For the purpose of determining the shareholders entitled to
notice of or to vote at any shareholders' meeting or any
adjournment thereof, or for the purpose of determining
shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action,
the Board of Directors may fix, in advance, a date as the record
date for any such determination.  Such date shall not be more
than sixty (60) nor less than ten (10) days before the date of
such meeting, nor more than sixty (60) days before the date of
such action.

     SECTION 1.10    LIST OF SHAREHOLDERS AT MEETINGS

     A list of shareholders as of the record date, certified by
the Secretary or any Assistant Secretary or by a transfer agent,
shall be produced at any shareholders' meeting upon the request
thereat or prior thereto of any shareholder.  If the right to
vote at any meeting is challenged, the inspectors, or the person
presiding thereat, shall require such list of shareholders to be
produced as evidence of the right of the persons challenged to
vote at such meeting, and all persons who appear from such list
to be shareholders entitled to vote thereat may vote at such
meeting.

     SECTION 1.11    PROXIES

     (a) Generally.  Every person entitled to vote or execute
consents shall have the right to do so either in person or by one
or more agents authorized by a written proxy executed by such
person or his duly authorized agent and filed with the Secretary
of the Company.  Any executor, administrator, guardian, trustee
or other fiduciary, may give proxies.
 
     (b) Term of Proxies.  A proxy is not valid after the
expiration of eleven (11) months from the date of its execution,
unless the length of time for which such proxy is to continue in
force is otherwise specified therein, which in no case shall
exceed seven (7) years from the date of its execution.
 
     (c) Revocation and Suspension of Proxies.  Any proxy duly
executed continues in full force and effect and is not revoked
until an instrument revoking it, or until a duly executed proxy
bearing a later date, is filed with the Secretary of the Company. 
A proxy is not revoked by the death or incapacity of the maker
unless, before the vote is counted or the authority is exercised,
written notice of the death or incapacity is given to the
Company.  Notwithstanding that a valid proxy is outstanding, if
the person executing the proxy is present at the meeting and
elects to vote in person, then the powers of the proxy holder are
suspended, except in the case of a proxy coupled with an interest
(which states that fact on its face).

     (d) Voting by Two or More Proxies.  If any instrument of
proxy designates two or more persons to act as proxy, in the
absence of any provision in the proxy to the contrary, the
persons designated may represent and vote the shares in
accordance with the vote or consent of the majority of the
persons named as such proxies.  If only one such proxy is
present, such proxy may vote all the shares, and all the shares
standing in the name of the principal(s) for whom such proxy acts
shall be deemed represented for the purpose of obtaining a
quorum.  The foregoing provisions shall apply to the voting of
shares by proxies for any two or more administrators, executors,
trustees, or other fiduciaries, unless an instrument or order of
court appointing them otherwise directs.

     (e) Directors' Determination of Execution and Use of
Proxies. The Board of Directors may, in advance of any annual or
special meeting of the shareholders, prescribe additional
regulations concerning the manner of execution and filing of
proxies and the validation of the same, which are intended to be
voted at any such meeting.

SECTION 1.12   NOTICE OF SHAREHOLDER BUSINESS AND                 
                  NOMINATIONS

     A.   Annual Shareholders' Meetings

     (1) Nominations of persons for election to the Board of
Directors of the Company and the proposal of business to be
considered by the shareholders may be made at an annual
shareholders' meeting (a) pursuant to the Company's notice of
meeting, (b) by or at the direction of the Board of Directors or
(c) by any shareholder of the Company who was a shareholder of
record at the time of giving of notice provided for in this
Section 1.12 who is entitled to vote at the meeting and who
complies with the notice of procedures set forth in this Section
1.12.

     (2) For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (c)
of paragraph A.(1) of this Section 1.12, the shareholder must
have given timely notice thereof in writing to the Secretary of
the Company and such other business must otherwise be a proper
matter for shareholder action.  To be timely, a shareholder's
notice shall be delivered to the Secretary at the principal
executive offices of the Company not later than the close of
business on the 60th day nor earlier than the close of business
on the 90th day prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that
the date of the annual meeting is more than 30 days before or
more than 60 days after such anniversary date, notice by the
shareholder to be timely must be so delivered not earlier than
the close of business on the 90th day prior to such annual
meeting and no later than the close of business on the later of
the 60th day prior to such annual meeting or the 10th day
following the day on which the date of such meeting is first
publicly announced or disclosed (in a public filing or otherwise)
by the Company.  In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for
the giving of a shareholder's notice as described above.  Such
shareholder's notice shall set forth (a) as to each person whom
the shareholder proposes to nominate for election or reelection
as a Director all information relating to such person that is
required to be disclosed in solicitations of proxies for election
of Directors in an election contest, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and Rule
14a-11 thereunder (including such person's written consent to
being named in the proxy statement as a nominee and to serving as
a Director if elected); (b) as to any other business that the
shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting
and any material interest in such business of such shareholder
and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such shareholder, as
they appear on the Company's books, and of such beneficial owner
and (ii) the class and number of shares of the Company which are
owned beneficially and of record by such shareholder and such
beneficial owner.

     (3) Notwithstanding anything in the second sentence of
paragraph A.(2) of this Section 1.12 to the contrary, in the
event that the number of Directors to be elected to the Board of
Directors of the Company is increased and there is no public
announcement by the Company naming all of the nominees for
Director or specifying the size of the increased Board of
Directors at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a shareholder's notice required
by paragraph A. of Section 1.12 shall also be considered timely,
but only with respect to nominees for any new positions created
by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the Company not later than the
close of business on the 10th day following the day on which such
public announcement is first made by the Company.

     B.  Special Shareholders' Meetings

     Only such business shall be conducted at a special
shareholders' meeting as shall have been brought before the
meeting pursuant to the Company's notice of meeting.  Nominations
of persons for election to the Board of Directors may be made at
a special shareholders' meeting at which Directors are to be
elected pursuant to the Company's notice of meeting (a) by or at
the direction of the Board of Directors or (b) provided that the
Board of Directors has determined that Directors shall be elected
at such meeting, by any shareholder of the Company who is a
shareholder of record at the time of giving of notice provided
for in this Section 1.12 who is entitled to vote at the meeting
and who complies with the notice procedures set forth in this
Section 1.12.  In the event the Company calls a special
shareholders' meeting for the purpose of electing one or more
Directors to the Board of Directors, any such shareholder may
nominate a person or persons (as the case may be), for election
to such position(s) as specified in the Company's notice of
meeting, if the shareholder's notice required by paragraph A.(2)
of this Section 1.12 shall be delivered to the Secretary at the
principal executive offices of the Company not earlier than the
close of business on the 90th day prior to such special meeting
and not later than the close of business on the later of the 60th
day prior to such special meeting or the 10th day following the
day on which public announcement or other disclosure (in a public
filing or otherwise) is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to
be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a
new time period for the giving of a shareholder's notice as
described above.

     C.  General

     (1)  Only such persons who are nominated in accordance with
the procedures set forth in this Section 1.12 shall be eligible
to serve as Directors and only such business shall be conducted
at a shareholders' meeting as shall have been brought before the
meeting in accordance with the procedures set forth in this
Section 1.12.  Except as otherwise provided by law, the Chairman
of the meeting shall have the power and duty to determine whether
a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance
with the procedures set forth in this Section 1.12 and, if any
proposed nomination or business is not in compliance with this
Section 1.12, to declare that such defective proposal or
nomination shall be disregarded.

     (2)  For purposes of this Section 1.12, "public
announcement" shall mean disclosure in a press release reported
by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the
Company with the Securities and Exchange Commission pursuant to
Section 13, 14, or 15(d) of the Exchange Act.

     (3)  Notwithstanding the foregoing provisions of this
Section 1.12, a shareholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section
1.12. Nothing in this Section 1.12 of Article I shall be deemed
to affect any rights (i) of shareholders to request inclusion of
proposals in the Company's proxy statement pursuant to Rule 14a-8
under the Exchange Act or (ii) of the holders of any series of
Preferred Stock to elect Directors under specified circumstances.

     SECTION 1.13   INSPECTORS OF ELECTIONS

     The Board of Directors by resolution shall appoint, or shall
authorize an officer of the Company to appoint, one or more
inspectors, which inspector or inspectors may include individuals
who serve the Company in other capacities, including, without
limitation, as officers, employees, agents or representatives, to
act at the meetings of shareholders and make a written report
thereof.  One or more persons may be designated as alternate
inspector(s) 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 shareholders, the Chairman of the meeting
shall appoint one or more inspectors to act at the meeting.  Each
inspector, before discharging such person's duties, shall take
and sign an oath to execute faithfully the duties of inspector
with strict impartiality and according to the best of such
person's ability.  The inspector(s) shall have the duties
prescribed by law.  The Chairman of the meeting shall fix and
announce at the meeting the date and time of the opening and the
closing of the polls for each matter upon which the shareholders
will vote at a meeting.

     SECTION 1.14   VOTE OF SHAREHOLDERS

     Subject to the rights of holders of any series of Preferred
Stock, Directors shall, except as otherwise required by law or by
the Certificate of Incorporation or by a specific provision of
these Bylaws adopted by the shareholders, be elected by a
plurality of the votes cast at a meeting of shareholders by the
holders of shares entitled to vote in the election.  Subject to
the rights of holders of any series of Preferred Stock, whenever
any corporate action, other than the election of Directors, is to
be taken by vote of the shareholders, it shall, except as
otherwise required by law or by the Certificate of Incorporation,
be authorized by a majority of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote thereon.


                           ARTICLE II
                       BOARD OF DIRECTORS

     SECTION 2.1     NUMBER OF DIRECTORS

     The affairs of this Company shall be managed by no less than
one (1) nor more than twenty-five (25) Directors as fixed by
resolution adopted by a majority of the entire Board.  Each
director shall be at least 18 years of age.  No person who has
reached age 70 shall stand for election as a Director.

     SECTION 2.2     ELECTIONS, TERMS AND VACANCIES

     The Board of Directors shall be divided into three classes
designated Class I, Class II and Class III.  Such classes shall
be as nearly equal in number as the then total number of
Directors constituting the entire Board permits. At the first
annual meeting of shareholders, or any special meeting in lieu
thereof, Class I, Class II and Class III Directors shall be
elected for terms expiring at the next succeeding annual meeting,
the second succeeding annual meeting and the third succeeding
annual meeting, respectively, and until their respective
successors are elected and qualified. At each annual
shareholders' meeting after such first annual (or special)
meeting of shareholders, the Directors chosen to succeed those in
the class whose terms then expire shall be elected by
shareholders for terms expiring at the third succeeding annual
meeting after election, or for such lesser term for which one or
more may be nominated in a particular case in order to assure
that the number of Directors in each class shall be appropriately
constituted and until their respective successors are elected and
qualified. Newly created Directorships or any decrease in
Directorships resulting from increases or decreases in the number
of Directors shall be so apportioned among the classes of
Directors as to make all the classes as nearly equal in number as
possible. Vacancies on the Board at any time may be filled by a
majority of the Directors then in office, although less than a
quorum exists. A Director elected to fill a vacancy, unless
elected by the shareholders, shall hold office until the next
meeting of shareholders at which the election of Directors is in
the regular order of business, and until his or her successor has
been elected and qualified.

     Notwithstanding the foregoing, whenever the holders of any
one or more classes or series of Stock (other than the Common
Stock) shall have the right, voting separately by class or
series, to elect Directors at an annual or special shareholders'
meeting, the election, term of office, filling of vacancies and
other features of such Directorships shall be governed by any
terms of the Certificate of Incorporation of the Company
applicable thereto, and such Directors so elected shall not be
divided into classes pursuant to this Section 2.2 unless
expressly provided by such terms.

     SECTION 2.3     MEETINGS OF THE BOARD

     An annual meeting of the Board of Directors shall be held in
each year as soon as practicable after the annual meeting of
shareholders.  Regular meetings of the Board shall be held at
such times as may be fixed by the Board.  No notice need be given
of annual or regular meetings of the Board of Directors.

     SECTION 2.4     NOTICE AND ADJOURNMENT

     Notice of each special meeting of the Board shall be given
to each director either by mail not later than noon, New York
time, on the fifth business day prior to the meeting or by
telegram, by facsimile transmission, by written message or orally
to the Directors not later than noon, New York time, on the day
prior to the meeting.  Notices shall be deemed to have been given
by mail when deposited in the United States mail, by telegram at
the time of filing, by facsimile transmission upon confirmation
of receipt, and by messenger at the time of delivery by the
messenger.  Notices by mail, telegram, facsimile transmission or
messenger shall be sent to each Director at the address or
facsimile number designated by him or her for that purpose, or,
if none has been so designated, at his or her last known
residence or business address.  Notice of a meeting of the Board
of Directors need not be given to any Director who submits a
signed waiver of notice whether before or after the meeting, or
who attends the meeting without protesting, prior thereto or at
its commencement, the lack of notice to him or her.  A notice or
waiver of notice need not specify the purpose of any meeting of
the Board of Directors.  A majority of the Directors present,
whether or not a quorum is present, may adjourn any meeting to
another time and place.  Notice of any adjournment of a meeting
to another time or place shall be given in the manner described
above to the Directors who were not present at the time of the
adjournment and, unless such time and place are announced at the
meeting, to the other Directors.

     SECTION 2.5     QUORUM

     Unless a greater quorum is required by law, a majority of
the number of directors at the time serving on the Board of
Directors shall constitute a quorum for the transaction of
business, or of any specified item of business, provided,
however, that a quorum shall not consist of less than one-third
of the entire Board of Directors. Except where otherwise provided
by law or in the Certificate of Incorporation or these By-Laws,
the vote of a majority of the Directors present at a meeting at
the time of such vote, if a quorum is then present, shall be the
act of the Board.

     SECTION 2.6     UNANIMOUS WRITTEN CONSENT

     Any action authorized, in writing, by all of the Directors
entitled to vote thereon and filed with the minutes of the
Company shall be the act of the Board with the same force and
effect as if the same had been passed by unanimous vote
at a duly called meeting of the Board.

     SECTION 2.7     RESIGNATION OF DIRECTORS

     Any Director of the Company may resign at any time.  Such
resignation shall be made in writing and shall take effect at the
time specified therein, or, if no time be specified, at the time
of its receipt by the Chairman of the Board or Secretary. The
acceptance of a resignation shall not be necessary to make it
effective unless so specified therein.

     SECTION 2.8     REMOVAL OF DIRECTORS

     Subject to the rights of any class or series of stock having
a preference over the Common Stock as to dividends or upon
liquidation to elect Directors under specified circumstances, any
Director may be removed from office only for cause by a vote of
the shareholders entitled to vote thereon.

     SECTION 2.9    COMPENSATION OF DIRECTORS

     Members of the Board shall receive such fees and
compensation fixed from time to time by the Board and shall be
reimbursed for reasonable expenses for attending Board Meetings.

     SECTION 2.10    TIME AND PLACE OF MEETINGS

     Meetings of the Board of Directors shall be held in such
month on such day at such hour and at such place as the Board may
from time to time direct.

     SECTION 2.11    SPECIAL MEETINGS
     
     Special meetings of the Board may be held on the call of the
Chairman of the Board of Directors, the President or the
Secretary or upon written request of a majority of the Directors
at the time serving on the Board addressed to the Secretary.

     SECTION 2.12    TELEPHONIC MEETINGS

     Any one or more members of the Board or any committee of the
Board may participate in a meeting of the Board or committee by
means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to
hear each other at the same time; and participation by such means
shall constitute presence in person at a meeting.

                          ARTICLE III
                           COMMITTEES

     SECTION 3.1     ORGANIZATION AND AUTHORITY

     The Board of Directors, by resolution adopted by a majority
of the entire Board, may designate from among its members, such
committees as the Board of Directors may from time to time
determine, including the committee created by Section 3.2 of this
Article III, each consisting of three or more Directors, and each
of which, to the extent provided in the resolution, shall have
all the authority of the Board, except that no such committee
shall have authority as to (1) the submission to shareholders of
any action that needs shareholders' approval; (2) the filling of
vacancies in the Board or in any committee thereof; (3) the
fixing of compensation of the Directors for serving on the Board
or on any committee thereof; (4) the amendment or repeal of the
By-Laws, or the adoption of new By-Laws; (5) the amendment or
repeal of any resolution of the Board which, by its terms, shall
not be so amendable or repealable; (6) the fixing or changing of
the size of the Board; or (7) the removal or indemnification of
Directors. In the event of the absence of any member(s) from a
meeting of a committee, replacements may be made from Directors
designated as alternate members of such committee by the Board. 
The Chairman of the Board of Directors, or in his absence or
should he so direct, the President, or in his absence, a Vice
President, if such officers are members of the committee, shall
preside at meetings of the committee, otherwise the presiding
officer shall be designated by majority vote of the committee. 
Vacancies in the membership of the committee shall be filled by
the Board of Directors at a regular or special meeting of the
Board of Directors. Unless the Board of Directors otherwise
provides, each committee designated by the Board may adopt, amend
and repeal rules for the conduct of its business.

     SECTION 3.2     EXECUTIVE COMMITTEE 

     There shall be an Executive Committee of two (2) or more of
the Directors to be designated by the Board, which, together with
the Chairman of the Board of Directors and the President, shall
constitute an Executive Committee.  The Executive Committee shall
have and may exercise all of the authority and powers of the
Board subject to limitations prescribed by law or these by-laws.
The Secretary of the Company shall be the Secretary of the
Executive Committee.

     SECTION 3.3     ACTION BY A COMMITTEE

     The act of a majority of the members of a committee present
at any meeting at which a quorum is present shall be the act of
such committee.  The members of a committee shall act only as a
committee, and the individual members thereof shall have no
individual powers as such.  Each committee may make such rules as
it may deem expedient for the regulation and carrying on of its
meetings and proceedings.

     SECTION 3.4     QUORUM

     A majority of the members of a committee shall constitute a
quorum.

     SECTION 3.5     REPORTS TO BOARD OF DIRECTORS

     Each such committee shall keep a record of its proceedings
and make reports to the Board at its next regular meeting.

     SECTION 3.6     COMPENSATION OF COMMITTEE MEMBERS

     Members of committees of the Board shall receive such fees
and compensation as fixed from time to time by the Board and
shall be reimbursed for reasonable expenses for attending
committee meetings.

     SECTION 3.7     RESIGNATION AND REMOVAL OF COMMITTEE MEMBERS

     Any member of any committee may resign at any time.  Such
resignation shall be made in writing and shall take effect at the
time specified therein, or, if no time be specified, at the time
of its receipt by the Chairman of the Board of Directors or
Secretary.  The acceptance of a resignation shall not be
necessary to make it effective unless so specified therein.
Committee members may be removed by action of the Board of
Directors, with or without cause.

     SECTION 3.8     UNANIMOUS WRITTEN CONSENT

     Any action authorized in writing, by all of the members of a
committee and filed with the minutes of the Company shall be the
act of that committee with the same force and effect as if the
same had been passed by unanimous vote at a duly called meeting
of such committee.

     SECTION 3.9     PLACE OF COMMITTEE MEETINGS

     Meetings of each committee shall be held in such month on
such day at such hour and at such place as such committee may
from time to time direct.


     SECTION 3.10    NOTICE 

     Unless otherwise provided by resolution of the Board or by
vote of a majority of the members of the relevant committee,
notice of committee meetings shall be given in the same manner as
notice of special meetings of the Board is to be given under
Section 2.4 of these By-Laws.

                           ARTICLE IV
                   OFFICERS AND THEIR DUTIES

     SECTION 4.1     OFFICERS

     The Board of Directors, at its regular annual meeting, shall
elect or appoint from their number a Chairman of the Board of
Directors, the Chairmen of Committees of the Board and may elect
or appoint a Vice Chairman of the Board of Directors and Vice
Chairmen of Committees of the Board, which officers shall be
officers of the Board; and it shall elect or appoint a President,
one or more Vice Presidents, a Secretary, a Treasurer, and a
Controller which officers shall be officers of the Company.  Each
of said officers, subject to the provisions of Sections 4.2 and
4.3 hereof, shall hold officer, if elected, until the meeting of
the board following the next Annual Meeting of shareholders and
until his or her successor has been elected and qualified, or, if
appointed, for the term specified in the resolution appointing
him or her and until his or her successor has been elected or
appointed.  Any two or more offices may be held by the same
person.  Should any of the officers of the Board or the President
cease to be a director, he shall ipso facto cease to be such
officer.

     SECTION 4.2    TERM OF OFFICE; RESIGNATION; REMOVAL;
                    VACANCIES

     Except as otherwise provided in the resolution of the Board
of Directors electing or appointing any officer, all officers
shall be elected or appointed to hold office until the meeting of
the Board of Directors following the next succeeding annual
meeting of shareholders.  Each officer shall hold office for the
term for which he or she is elected or appointed, and until his
or her successor has been elected or appointed and qualified. 
Any officer may resign at any time by giving written notice to
the Board or to the Chairman of the Board of Directors, if any,
or the President or the Secretary of the Company.  Such
resignation shall take effect at the time specified therein, and
unless otherwise specified therein no acceptance of such
resignation shall be necessary to make it effective.  Any officer
may be removed by the Board, with or without cause, at any time.
Removal of an officer without cause shall be without prejudice to
his or her contract rights, if any, with the Company, but the
election or appointment of an officer shall not of itself create
contract rights.  Any vacancy occurring in any office of the
Company by death, resignation, removal or otherwise may be filled
for the unexpired portion of the term by the Board.

     SECTION 4.3     POWERS AND DUTIES

     The officers of the Company shall have such authority and
perform such duties in the management of the Company as may be
prescribed by the Board of Directors and, to the extent not so
prescribed, as generally pertain to their respective offices,
subject to the control of the Board.  Securities of other
companies held by the Company may be voted by any officer
designated by the Board and, in the absence of any such
designation, by the Chairman of the Board of Directors, the
President, any Vice President, the Secretary or the Treasurer. 
The Board may require any officer, agent or employee to give
security for the faithful performance of his duties.

     SECTION 4.4     SALARIES

     Salaries of all officers of the Company shall be fixed by
the Board from time to time; and salaries of all other employees
of the Company shall be regulated by the Chief Executive Officer.

     SECTION 4.5     CHAIRMAN OF THE BOARD OF DIRECTORS

     The Chairman of the Board of Directors shall preside at all
meetings of the shareholders and the Board of Directors at which
he or she shall be present. When the Chairman of the Board of
Directors is also designated the Chief Executive Officer, he or
she shall have general and active management of the business of
the Company and shall see that all orders and policies of the
Board of Directors are carried into effect.

     SECTION 4.6     VICE CHAIRMAN

     The Vice Chairman shall do and perform all such duties as
shall be assigned to him or her by the Chairman of the Board of
Directors or required by the Board of Directors.

     SECTION 4.7     PRESIDENT

     In the absence of a Chairman of the Board of Directors or
should the Chairman of the Board of Directors so direct, the
President shall preside at meetings of the shareholders and of
the Board of Directors at which he or she shall be present.  In
the case of the Chairman of the Board of Directors having been
designated as Chief Executive Officer, the President shall
(subject to the direction of the Chairman of the Board of
Directors) exercise general control and supervision over all the
affairs of the Company and generally do and perform those duties
as usually appertain to the office of the President, or which may
be assigned to him or her by the Board of Directors.  Should
there be no Chairman of the Board of Directors or should the
President be designated Chief Executive Officer of the Company,
the President shall have general and active management of the
business of the Company and shall see that all orders and
policies of the Board of Directors are carried into effect; and
the salaries of all employees of the Company, other than
officers, shall be regulated by him or her.  If the office of the
Chairman of the Board of Directors is vacated, due to the
incumbent's death, retirement, or inability to act, or should the
Directors elect to leave such office vacant, the President shall
be the Chief Executive Officer and shall assume all the duties as
outlined in Section 4.5, until directed otherwise by the Board of
Directors.

     SECTION 4.8     VICE PRESIDENT

     The Vice Presidents, respectively, shall do and perform all
such duties as shall be assigned to them by the Chairman of the
Board of Directors or the President or required of them by the
Board of Directors.  If designated by the Board of Directors as a
member of the Executive Committee, a Vice President shall perform
the duties of President in case of the President's absence or
inability to act or in case of a vacancy in that office.  An
Assistant Vice President in the absence or disability of a Vice
President may at the discretion of the Chairman of the Board of
Directors or the President perform the duties of a Vice President
and shall perform such other duties as may be assigned to him or
her.

     SECTION 4.9     SECRETARY

     It shall be the duty of the Secretary to keep and attest
true records of the proceedings of all meetings of the Board and
Executive Committee, to see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by
law and safely keep and account for all documents, papers and
property of the Company which may come into his or her
possession. He or she shall be the custodian of the Corporate
Seal of the Company and shall affix and attest the same whenever
it is necessary and proper so to do, and shall perform such other
duties as may be assigned to him by the Board.  In the absence or
disability of the Secretary, an Assistant Secretary or any Vice
President shall perform his duties and such other duties as may
be assigned to him or her.

     SECTION 4.10    TREASURER

     The Treasurer shall have the custody of all money, funds and
securities of the Company.  He or she shall furnish such security
for the faithful performance of his or her duties as may be
required by the Board of Directors.  He or she shall receive all
money due to the Company and deposit the same in its corporate
name in such banks or trust companies as the Board of Directors
shall determine.  He or she shall sign all checks, drafts or
orders for the payment of money; and perform such other duties as
may be required of him or her by the Board of Directors.  An
Assistant Treasurer shall, in the absence or disability of the
Treasurer, perform his or her duties and such other duties as may
be assigned to him or her.  In the absence or disability of the
Treasurer and Assistant Treasurers, any Vice President shall
perform his or her duties and such other duties as may be
assigned to him or her.  The Treasurer shall, when directed by
the Board of Directors, open special accounts in the Company's
depositories; all checks, drafts or orders for the payment of
money out of such special accounts shall be signed in such manner
and by such officers or employees of the Company as the Board of
Directors shall designate; such checks, drafts or orders for the
payment of money shall also be signed, if, as and when so
directed by resolution of the Board of Directors, by such persons
and in such manner as the Board of Directors shall determine.

     SECTION 4.11    CONTROLLER

     The Controller shall:

     (a) Keep at the office of the Company correct books of
account of all its business and transactions;

     (b) Exhibit at all reasonable times his books of accounts
and records to any of the directors upon application during
business hours at the office of the Company where such books and
records are kept;

     (c) Render a full statement of the financial condition of
the Company whenever requested so to do by the Board of
Directors, the Chairman of the Board or the President; and

     (d) In general, perform such duties as may be from time to
time assigned to him by the Board of Directors, the Chairman of
the Board or the President.

     SECTION 4.12   OTHER OFFICERS

     Other officers, including one or more additional Vice
Presidents, may from time to time be appointed by the Board of
Directors or by any officer or committee upon whom a power of
appointment may be conferred by the Board of Directors, which
other officers shall have such powers and perform such duties as
may be assigned to them by the Board of Directors, the Chairman
of the Board of Directors or the President and shall hold office
for such terms as may be designated by the Board of Directors or
the officer or committee appointing them.

                            ARTICLE V
                              SHARES
                       CERTIFICATED SHARES

     SECTION 5.1         CERTIFICATES, REGISTRAR AND TRANSFER
                         AGENT

     Certificates for shares of the capital stock of the Company
shall be in such form as shall be approved by the Board of
Directors.  They shall be numbered, as nearly as may be, in the
order of their issue and shall be signed by the Chairman of the
Board of Directors or by the President or a Vice President, and
by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and sealed with the seal of the Company.     
    
     SECTION 5.2         AUTHORIZATION OF FACSIMILE SIGNATURES
                          AND SEAL

     The signatures of the officers upon a certificate, and the
seal of the Company, may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar
other than Company itself or its employee.

     SECTION 5.3         TRANSFER OF CERTIFICATED SHARES

     Shares of the capital stock of the Company shall be
transferable by the holder thereof in person or by duly
authorized attorney upon surrender of the certificate or
certificates for such shares properly endorsed.  Every
certificate of stock exchanged or returned to the Company shall
be appropriately canceled.  A person in whose name shares of
stock stand on the books of the Company shall be deemed the owner
thereof as regards the Company.  The Board of Directors may make
such other and further rules and regulations as they may deem
necessary or proper concerning the issue, transfer and
registration of stock certificates.

     SECTION 5.4         LOST, STOLEN OR DESTROYED SHARE
                         CERTIFICATES

     The Company may issue a new certificate for shares in place
of any certificate theretofore issued by it, alleged to have been
lost or destroyed, and the Company may require the owner of the
lost or destroyed certificate, or such owner's legal
representative, to give the Company a bond sufficient to
indemnify it against any claim that may be made against it on
account of the alleged loss or destruction of any such
certificate or the issuance of any such new certificate.

<PAGE>
                            ARTICLE VI
                         INDEMNIFICATION

     SECTION 6.1         GENERAL APPLICABILITY

     Except to the extent expressly prohibited by the New York
Business Corporation Law, the Company shall indemnify each person
made, or threatened to be made, a party to any action or
proceeding, whether criminal or civil, by reason of the fact that
such person or such person's testator or intestate is or was a
Director or Officer of the Company, against judgments, fines,
penalties, amounts paid in settlement and reasonable expenses,
including attorney's fees and expenses, reasonably incurred in
enforcing such person's right to indemnification, incurred in
connection with such action or proceeding, or any appeal therein,
provided that no such indemnification shall be made if a judgment
or other final adjudication adverse to such person establishes
that such person's acts were committed in bad faith or were the
result of active and deliberate dishonesty and were material to
the cause of action so adjudicated, or that such person
personally gained in fact a financial profit or other advantage
to which such person was not legally entitled, and provided
further that no such indemnification shall be required with
respect to any settlement or other nonadjudicated disposition of
any threatened or pending action or proceeding unless the Company
has given its prior consent to such settlement or other
disposition.

     SECTION 6.2         SCOPE OF INDEMNIFICATION

     The Company shall advance or promptly reimburse upon request
to any person entitled to indemnification hereunder all
reasonable expenses, including attorney's fees and expenses,
reasonably incurred in defending any action or proceeding in
advance of the final disposition thereof upon receipt of an
undertaking by or on behalf of such person to repay such amount
if such person is ultimately found not to be entitled to
indemnification or, where indemnification is granted, to the
extent the expenses so advanced or reimbursed exceed the amount
to which such person is entitled; provided, however, that such
person shall cooperate in good faith with any request by the
Company that common counsel be used by the parties to an action
or proceeding who are similarly situated unless to do so would be
inappropriate due to actual or potential differing interests
between or among such parties.

     SECTION 6.3         OTHER INDEMNIFICATION PROVISIONS

     Nothing herein shall limit or affect any right of any
Director, Officer or other corporate personnel otherwise than
hereunder to indemnification or expenses, including attorney's
fees, under any statute, rule, regulation, certificate of
incorporation, by-law, insurance policy, contract or otherwise;
without affecting or limiting the rights of any Director, Officer
or other corporate personnel pursuant to this Article VI, the
Company is authorized to enter into agreements with any of its
Directors, Officers or other corporate personnel extending rights
to indemnification and advancement of expenses to the fullest
extent permitted by applicable law.

     Unless limited by resolution of the Board of Directors or
otherwise, the Company shall advance the payment of expenses to
the fullest extent permitted by applicable law to, and shall
indemnify, any Director, Officer or other corporate person who is
or was serving at the request of the Company, as a director,
officer, partner, trustee, employee or agent of another
corporation, whether for profit or not-for-profit, or a
partnership, joint venture, trust or other enterprise, whether or
not such other enterprise shall be obligated to indemnify such
person.

     SECTION 6.4         SURVIVAL OF INDEMNIFICATION

     Anything in these By-laws to the contrary notwithstanding,
no elimination or amendment of this Article VI adversely
affecting the right of any person to indemnification or
advancement of expenses hereunder shall be effective until
the 60th day following notice to such person of such action, and
no elimination of or amendment to this Article VI shall deprive
any such person's rights hereunder arising out of alleged or
actual occurrences, acts or failures to act prior to such 60th
day.



     SECTION 6.5         INABILITY TO LIMIT INDEMNIFICATION

     The Company shall not, except by elimination or amendment of
this Article VI in a manner consistent with the preceding Section
6.4 and with the provisions of Article VIII ("Amendments to
By-Laws"), take any corporate action or enter into any agreement
which prohibits, or otherwise limits the rights of any person to,
indemnification in accordance with the provisions of this Article
VI.  The indemnification of any person provided by this Article
VI shall continue after such person has ceased to be a Director
or Officer of the Company and shall inure to the benefit of such
person's heirs, executors, administrators and legal
representatives.

     SECTION 6.6         SEVERABILITY

     In case any provision in this Article VI shall be determined
at any time to be unenforceable in any respect, the other
provisions of this Article VI shall not in any way be affected or
impaired thereby, and the affected provision shall be given the
fullest possible enforcement in the circumstances, it being the
intention of the Company to afford indemnification and
advancement of expenses to its Directors or Officers, acting in
such capacities or in the other capacities mentioned herein, to
the fullest extent permitted by law.

                          ARTICLE VII
                         OTHER MATTERS

     SECTION 7.1         BOOKS TO BE KEPT

     The Company shall keep (a) correct and complete books and
records of account, (b) minutes of the proceedings of the
shareholders, Board of Directors and Executive Committee, if any,
and (c) a current list of the Directors and Officers and their
residence addresses.  The Company shall also keep, at its office
located in the County of Dutchess in the State of New York or at
the office of its transfer agent or registrar in the State of New
York, if any, a record containing the names and addresses of all
shareholders, the number and class of shares held by each and the
dates when they respectively became the owners of record thereof.
Any of the foregoing books, minutes or records may be in written
form or in any other form capable of being converted into written
form within a reasonable time.  The Board of Directors shall,
subject to the laws of the State of New York, have power to
determine from time to time, whether, to what extent, and under
what conditions and regulations the accounts and books of the
Corporation or any of them shall be open to the inspection of the
shareholders, and no shareholder shall have any right to inspect
any account book or document of the Corporation except as
conferred by the laws of the State of New York unless and until
authorized so to do by resolution of the Board of Directors or
shareholders of the Corporation.

     SECTION 7.2         CORPORATE SEAL

     The Board of Directors may adopt a corporate seal, alter
such seal at pleasure, and authorize it to be used by causing it
or a facsimile to be affixed or impressed or reproduced in any
other manner.
 
     SECTION 7.3    WHEN NOTICE OR LAPSE OF TIME UNNECESSARY

     Whenever for any reason the Company or the Board of
Directors or any committee thereof is authorized to take any
action after notice to any person or persons or after the lapse
of a prescribed period of time, such action may be taken without
notice and without the lapse of such period of time if at any
time before or after such action is completed the person or
persons entitled to such notice or entitled to participate in the
action to be taken or, in the case of a shareholder, his or her
attorney-in-fact, submit a signed waiver of notice of such
requirements.

     SECTION 7.4         CONTRACTS, ETC., HOW EXECUTED.  

     The Board of Directors, except as in these by-laws otherwise
provide, may authorize any officer or officers, agent or agents,
to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Company, and such authority
may be general or confined to specific instances, and, unless so
authorized by the Board of Directors, no officer or agent or
employee shall have any power or authority to bind the Company by
any contract or engagement or to pledge its credits or to render
it liable pecuniarily for any purpose or to any amount.

     SECTION 7.5         LOANS.  

     No loans shall be contracted on behalf of the Company and no
negotiable paper shall be issued in its name, unless authorized
by the vote of the Board of Directors.  When so authorized, any
officer or agent of the Company may effect loans and advances for
the Company from any bank, trust company or other institution, or
from any firm, Company or individual and for such loans and
advances may make, execute and deliver promissory notes, bonds or
other evidences of indebtedness of the Company.  When so
authorized any officer or agent of the Company, as security for
the payment of any and all loans, advances, indebtedness and
liabilities of the Company, may pledge, hypothecate or transfer
any and all stocks, securities and other personal property at any
time held by the Company, and to that end endorse, assign and
deliver the same.  Such authority may be general or confined to
specific instances.  The Board of Directors may authorize any
mortgage or pledge of, or the creation of a security interest in,
all or any part of the corporate property, or any interest
therein, wherever situated.

     SECTION 7.6.   DEPOSITS.  

     All funds of the Company shall be deposited from time to
time to its credit in such banks, trust companies or other
depositaries as the Board of Directors may select, or as may be
selected by an officer or officers, agent or agents of the
Company to whom such power, from time to time, may be delegated
by the Board of Directors and, for the purpose of such deposit,
checks, drafts and other orders for the payment of money which
are payable to the order of the Company may be endorsed, assigned
and delivered by the President or a Vice President, or the
Treasurer or the Secretary, or by any officer, agent or employee
of the Company to whom any of said officers, or the Board of
Directors, by resolution, shall have delegated such power.

     SECTION 7.7         GENERAL AND SPECIAL BANK ACCOUNTS.  

     The Board of Directors may from time to time authorize the
opening and keeping of general and special bank accounts with
such banks, trust companies or other depositaries as the Board
may select and may make such special rules and regulations with
respect thereto, as it may deem expedient.

     SECTION 7.8         FISCAL YEAR.  

     The fiscal year of the Company shall be the calendar year.

                           ARTICLE VIII
                      AMENDMENTS TO BY-LAWS

     SECTION 8.1         BY DIRECTORS

     By-laws may be adopted, amended, or repealed or new By-laws
may be adopted by the vote of a majority of the entire Board of
Directors at any regular or special meeting of the Board at which
a quorum is present; provided, however, that any adoption of,
amendment to or repeal of any new By-law or provision
inconsistent with Article I (Section 1.2 - "Special meetings",
1.4 - "Presiding at Meetings" or 1.12 - "Notice of Shareholder
Business and Nominations"), Article II (Section 2.1 - "Number of
Directors", 2.2 - "Elections, Terms and Vacancies" or 2.8 -
"Removal of Directors"), Article VI - "Indemnification" or this
Article VIII -"Amendments to By-Laws" hereof, if by action of the
Board, shall be only upon the approval of not less than
two-thirds of the entire Board at any such regular or special
meeting of the Board of Directors.

     SECTION 8.2         BY SHAREHOLDERS

     By-laws may be adopted, amended, or repealed by the vote of
a majority of the shareholders entitled to vote in the election
of any Directors (as herein provided) at any annual or special
shareholders' meeting at which a quorum is present, if notice of
such proposed action shall have been given in accordance with the
notice requirements of Section 1.12 of these By-laws; provided,
however, that any adoption of, amendment to or repeal of any new 
By-laws or provision inconsistent with Article I (Section 1.2
-"Special meetings", 1.4 - "Presiding at Meetings" or 1.12 -
"Notice of Shareholder Business and Nominations"), Article II
(Section 2.1 - "Number of Directors", 2.2 - - "Elections, Terms
and Vacancies" or 2.8 - "Removal of Directors"), Article VI - -
"Indemnification" or this Article VIII - "Amendments to By-Laws"
hereof, if by action of shareholders, shall be only upon the
affirmative vote of not less than 80% of the shares entitled to
vote thereon at such annual or special shareholders' meeting at
which any such action is proposed.
11/12/98
</PAGE>