Exhibit 3.2
     
     
     
     
                 UNITED VIDEO SATELLITE GROUP, INC.

                        A Delaware Corporation

                      Amended and Restated Bylaws
                                   
                        Effective March 1, 1999



                              ARTICLE I

                             STOCKHOLDERS

     Section 1.1   Annual Meeting.

     An annual meeting of stockholders for the purpose of electing
directors and of transacting such other business as may come before it
shall be held each year at such date, time, and place, either within or
without the State of Delaware, as may be specified by the Board of
Directors in the notice of meeting.
     Section 1.2   Special Meetings.


     Except as otherwise provided in the terms of any class or series
of preferred stock or unless otherwise provided by law or by the
Certificate of Incorporation, special meetings of stockholders of the
Corporation, for any purpose or purposes, shall be called by the
Secretary of the Corporation (i) upon written request of the holders of
not less than 66 % of the total voting power of the outstanding capital
stock of the Corporation entitled to vote at such meeting or (ii) at
the request of not less than seven of the ten members of the Board of
Directors then in office.

     Section 1.3   Notice of Meetings.

     Written notice of stockholders meetings, stating the place, date,
and hour thereof, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given by the
Chairman of the Board, any other member of the Office of the Chairman,
any Vice President, the Secretary, or an Assistant Secretary, to each
stockholder entitled to vote thereat at least ten days but not more
than sixty days before the date of the meeting, unless a different
period is prescribed by law.

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     Section 1.4   Notice of Nominations for the Election of Directors.

     1.4.1   Annual Meetings of Stockholders.

             a.  Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of
stockholders (i) pursuant to the Corporation's notice of meeting
delivered pursuant to Section 1.3 of these Bylaws, (ii) by or at the
direction of the Board of Directors or (iii) by any stockholder of the
Corporation who is entitled to vote at the meeting, who complied with
the procedures set forth in this Bylaw and who was a stockholder of
record at the time such notice is delivered to the Secretary of the
Corporation.

             b.  For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause
(iii) of Section 1.4.1(a) of this Bylaw, the stockholder must have
given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to
the Secretary at the principal executive officers of the Corporation
not less than seventy days nor more than ninety days prior to the first
anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is advanced by
more than twenty days, or delayed by more than seventy days, from such
anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the ninetieth day prior to such annual
meeting and not later than the close of business on the later of the
seventieth day prior to such annual meeting or the tenth day following
the day on which public announcement of the date of such meeting is
first made. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder 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, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), 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 stockholder 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 stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; and (c) as to the stockholder 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 stockholder, as they
appear on the Corporation's books, and of such beneficial owner and
(ii) the class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial
owner.

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             c.  Notwithstanding anything in the second sentence of
Section 1.4.1(b) of this Bylaw to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement naming all
of the nominees for director or specifying the size of the increased
Board of Directors made by the Corporation at least eighty days prior
to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Bylaw 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 Corporation not later than the close
of business on the tenth day following the day on which such public
announcement is first made by the Corporation.

     1.4.2   Special Meeting of Stockholders.

     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 pursuant to Section 1.3 of these
Bylaws. Nominations of persons for election to the Board of Directors
may be made at a special meeting of stockholders at which directors are
to be elected pursuant to the Corporation's notice of meeting (a) by or
at the direction of the Board of Directors or (b) by any stockholder of
the Corporation who is entitled to vote at the meeting, who complies
with the notice procedures set forth in this Bylaw and who is a
stockholder of record at the time such notice is delivered to the
Secretary of the Corporation. Nominations by stockholders of persons
for election to the Board of Directors may be made at such a special
meeting of stockholders if the stockholder's notice as required by
Section 1.4.1(b) of this Bylaw shall be delivered to the Secretary at
the principal executive offices of the Corporation not earlier than the
ninetieth day prior to such special meeting and not later than the
close of business on the later of the seventieth day prior to such
special meeting or the tenth day following the day on which public
announcement 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.

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     1.4.3   General

             a.  Only persons who are nominated in accordance with the
procedures the procedures set forth in this Bylaw shall be eligible to
serve as directors and only such business shall be conducted at a
meeting of stockholders as shall have been brought before the meeting
in accordance with the procedures set forth in this Bylaw. Except as
otherwise provided by law, the Certificate of Incorporation or these
Bylaws, 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 in accordance with the procedures set forth
in this Bylaw and, if any proposed nomination or business is not in
compliance with this Bylaw, to declare that such defective proposal or
nomination shall be disregarded.

             b.   For purposes of this Bylaw, "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 Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
Act.

              c.  Notwithstanding the foregoing provisions of this
Bylaw, a stockholder 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 Bylaw. Nothing in this Bylaw
shall be deemed to affect any rights of stockholders to request
inclusion of proposals in the Corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act.

     Section 1.5   Quorum.

     Subject to the rights of the holders of any class or series of
preferred stock and except as otherwise provided by law or in the
Certificate of Incorporation or these Bylaws, at any meeting of
stockholders, the holders of a majority in total voting power of the
outstanding shares of stock entitled to vote at the meeting shall be
present or represented by proxy in order to constitute a quorum for the
transaction of any business. In the absence of a quorum, the holders of
a majority in total voting power of the shares that are present in
person or by proxy or the chairman of the meeting may adjourn the
meeting for time to time in the manner provided in Section 1.6 of these
Bylaws until a quorum shall attend.

     Section 1.6   Adjournment.

     Any meeting of stockholders, annual or special, may adjourn from
time to time to reconvene at the same or some other place, and notice
need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken.
At the adjourned meeting, the Corporation may transact any business
which might have been transacted at the original meeting. If the
adjournment is for more than thirty days, or if after the adjournment a
new record date is 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.

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     Section 1.7   Organization.

     The Chairman of the Board or, in the absence of the Chairman, the
President or, in the absence of the President, the Executive Vice
President or, in their absence, any Vice President, shall call to order
meetings of stockholders and shall act as chairman of such meetings.
The Board of Directors or, if the Board fails to act, the stockholders,
may appoint any stockholder, director, or officer of the Corporation to
act as chairman of any meeting in the absence of the Chairman of the
Board, the President, the Executive Vice President, and all Vice
Presidents.

     The Secretary shall act as secretary of all meetings of
stockholders, but, in the absence of the Secretary, the chairman of the
meeting may appoint any other person to act as secretary of the
meeting.

     Section 1.8   Voting.

    Subject to the rights of the holders of any class or series of
preferred stock and except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws and except for the
election of directors, at any meeting duly called and held at which a
quorum is present, the affirmative vote of a majority of the combined
voting power of the shares present in person or represented by proxy at
the meeting and entitled to vote on the subject matter shall be the act
of the stockholders. At any meeting duly called and held for the
election of directors at which a quorum is present, directors shall be
elected by a plurality of the combined voting power of the shares
present in person or represented by proxy at the meeting and entitled
to vote on the election of directors.

     Section 1.9   Voting List.

             a.  A complete list of the stockholders of the Corporation
entitled to vote Corporation entitled to vote at the meeting, arranged
in alphabetical order, and showing the address of each stockholder and
the number and class of shares registered in the name of each
stockholder shall be prepared by the officer who has charge of the
stock ledger of the Corporation at least 10 days before every meeting
of stockholders. 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 10 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.

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             b.  Upon the willful neglect or refusal of the directors
to produce such a list at any meeting for the election of directors,
they shall be ineligible for election to any office at such meeting.

             c.  The stock ledger shall be the only evidence as to who
are the stockholders entitled to examine the stock ledger, the list
required by this section or the books of the Corporation or to vote in
person or by proxy at any meeting of stockholders.

     Section 1.10   Stockholder Action Without a Meeting.

     Subject to the rights of the holders of any class or series of
preferred stock, stockholder action may be taken only at an annual or
special meeting. Except as otherwise provided in the terms of any class
or series of preferred stock, no action required to be taken or which
may be taken at any annual meeting or special meeting of stockholders
may be taken without a meeting, and the power of stockholders to
consent in writing, without a meeting, is specifically denied.

     Section 1.11   Inspectors of Election.

     The Corporation may, and shall if required by law, in advance of
any meeting of stockholders, appoint one or more inspectors of
election, who may be employees of the Corporation, to act at the
meeting or any adjournment thereof and to make a written report
thereof. The Corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. In the event that
no inspector so appointed or designated is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or
more inspectors to act at the meeting. Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath to
execute faithfully the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspector or
inspectors so appointed or designated shall (i) ascertain the number of
shares of capital stock of the Corporation outstanding and the voting
power of each such share, (ii) determine the shares of capital stock of
the Corporation represented at the meeting and the validity of proxies
and ballots, (iii) count all votes and ballots, (iv) determine and
retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors, and (v) certify
their determination of the number of shares of capital stock of the
Corporation represented at the meeting and such inspectors' count of
all votes and ballots. Such certification and report shall specify such
other information as may be required by law. In determining the
validity and counting of proxies and ballots cast at any meeting of
stockholders of the Corporation, the inspectors may consider such
information as is permitted by applicable law. No person who is a
candidate for an office at an election may serve as an inspector at
such election.

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                             ARTICLE II

                         BOARD OF DIRECTORS

     Section 2.1   Number and Term of Office.

             a.  The governing body of this Corporation shall be a
Board of Directors. Subject to any rights of the holders of any class
or series of preferred stock to elect additional directors, the Board
of Directors shall be comprised of ten (10) members, at least two of
whom shall be "independent directors", as such term is defined in the
rules of The Nasdaq Stock Market applicable to companies whose
securities are traded on the National Market tier (as such rules are in
effect now or hereafter). The Board of Directors, by resolution adopted
by the unanimous vote of members of the Board of Directors then in
office, may increase or decrease the number of directors. Directors
need not be stockholders of the Corporation.

             b.  At each annual meeting of stockholders of the
Corporation, the directors shall be elected to hold off ice for a one-
year term expiring at the next annual meeting of stockholders. The
directors will serve until their respective successors are elected and
qualified.

     Section 2.2   Resignations.

     Any director of the Corporation, or any member of any committee,
may resign at any time by giving written notice to the Board of
Directors, the Chairman of the Board, any other member of the Office of
the Chairman or the Secretary of the Corporation. Any such resignation
shall take effect at the time specified therein or, if the time to be
not specified therein, then upon receipt thereof. The acceptance of
such resignation shall not be necessary to make it effective unless
otherwise stated therein.

     Section 2.3   Removal of Directors.

     Subject to the rights of the holders of any class or series of
preferred stock, directors may be removed from office with or without
cause upon the affirmative vote of holders of not less than 66% of the
total voting power of the then outstanding capital stock of the
Corporation entitled to vote thereon, voting together as a single
class.

     Section 2.4   Newly Created Directorships and Vacancies.

     Subject to the rights of the holders of any class or series of
preferred stock, vacancies on the Board of Directors resulting from
death, resignation, removal, disqualification or other cause shall be
filled by the affirmative vote of not less than seven directors or if
there are then fewer than seven directors remaining in office, then by
unanimous vote of the remaining directors then in office (even though
less than a quorum) or by the sole remaining director.  Subject to the
rights of the holders of any class or series of preferred stock, newly
created directorships resulting from any increase in the number of
directors on the Board of Directors, shall be filled by the unanimous
vote of the directors then in office.  Any director appointed in
accordance with either of the two preceding sentences shall hold office
until the next director's successor shall have been elected and
qualified. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director,
except as may be provided in the terms of any class or series of
preferred stock with respect to any additional director elected by the
holders of such class or series of preferred stock.


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     Section 2.5   Chairman of the Board.

     The directors shall elect one of their members to be Chairman of
the Board of Directors. He or she shall per form such duties as may
from time to time be assigned to the Chairman by the Board of
Directors.

     Section 2.6   Meetings.

     Notice of each regular meeting shall be furnished in writing to
each member of the Board of Directors not less than five days in
advance of said meeting, unless such notice requirement is waived in
writing by each member.

     Special meetings of the Board of Directors shall be held at such
time and place as shall be designated in the notice of the meeting.
Special Meetings of the Board of Directors may be called by the
Chairman of the Board or, in the absence of the Chairman, by any member
of the Office of the Chairman, and shall be called by the Secretary of
the Corporation upon the written request of not less than seven of the
ten members of the Board of Directors then in office.

     Section 2.7   Notice of Special Meetings.

     The Secretary, or in his or her absence any other officer of the
Corporation, shall give each director notice of the time and place of
holding of special meetings of the Board of Directors by mail at least
10 days before the meeting, or by telegram, cable, radiogram, or
personal service at least three days before the meeting unless such
notice requirement is waived in writing by each member. Unless
otherwise stated in the notice thereof, any and all business may be
transacted at any meeting without specification of such business in the
notice.

     Section 2.8   Quorum and Organization of Meetings.

     A majority of the total number of members of the Board of
Directors as constituted from time to time shall constitute a quorum
for the transaction of business, but, if at any meeting of the Board of
Directors (whether or not adjourned from a previous meeting) there
shall be less than a quorum present, a majority of those present may
adjourn the meeting to another time and place, and the meeting may be
held as adjourned without further notice or waiver. Except as otherwise
required by law or provided by the Certificate of Incorporation or
these Bylaws, directors present at any meeting and representing seven
of the ten members of the Board of Directors then in office may decide
any question brought before such meeting. Meetings shall be presided
over by the Chairman of the Board or in his or her absence, by such
other person as the directors may select. The Board of Directors shall
keep written minutes of its meetings. The Secretary of the Corporation
shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of
the meeting.

     Section 2.9   Indemnification.

     The Corporation shall indemnify members of the Board of Directors
and officers of the Corporation and their respective heirs, personal
representatives and successors in interest for or on account of any
action performed on behalf of the Corporation, to the fullest extent
provided by the laws of the State of Delaware and the Certificate on
Incorporation, as now or hereafter in effect.

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     Section 2.10  Executive Committee of the Board of Directors.

     There shall be an executive committee of the Board of Directors,
to be comprised of four directors, all of whom shall be designated by
holders of the Corporation's Class B Common Stock.  Subject to the
limitations of the law of the State of Delaware and the Certificate of
Incorporation, such Executive Committee shall have such duties and
powers relating to the management of the business and affairs of the
Corporation as delegated to it from time to time by the unanimous vote
of the entire Board of Directors, including, if so delegated, all power
and authority of the Board of Directors to authorize the issuance of
shares of common stock in an amount not in excess of such number of
shares as shall be specifically authorized by the Board of Directors in
respect of a particular transaction.  The Executive Committee shall act
by unanimous vote or written consent of all members of such committee.
The Executive Committee shall keep minutes of its meetings and report
after each of its meetings to the Board of Directors so as to keep the
Board of Directors sufficiently apprised of the Committee's meetings,
actions and activities, and shall be responsible to the Board of
Directors for the conduct of the enterprises and affairs entrusted to
it.

     Section 2.11  Other Committees of the Board of Directors.

     The Board of Directors may by resolution establish committees in
addition to the Executive Committee and shall specify with
particularity the powers and duties of any such committee. Subject to
the limitations of the laws of the State of Delaware and the
Certificate of Incorporation, any such committee shall exercise all
powers and authority specifically granted to it by unanimous vote of
the entire Board of Directors, which powers may include the authority
to authorize the issuance of shares of common stock in an amount not in
excess of such number of shares as shall be specifically authorized
from time to time by the Board of Directors in respect of a particular
transaction. Such committees shall serve at the pleasure of the Board;
keep minutes of their meetings; and have such names as the Board of
Directors by resolution may determine and shall be responsible to the
Board of Directors for the conduct of the enterprises and affairs
entrusted to them. The Board of Directors at any time may remove, with
or without cause, any members of any committee and may, with or without
cause, disband any committee.

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     Section 2.12  Committees Generally.

     The Board of Directors may, subject to the requirements of Section
2.10 of these Bylaws, designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified
member at any meeting of such committee. In the absence or
disqualification of a member of a 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 place
of any such absent or disqualified member. Each committee that may be
established by the Board of Directors pursuant to these Bylaws may fix
its own rules and procedures. Notice of meetings of committees, other
than of regular meetings provided for by such rules, shall be given to
committee members.

     Section 2.13  Directors' Compensation.

     Directors shall receive such compensation for attendance at any
meetings of the Board and any expenses incidental to the performance of
their duties, as the Board of Directors shall determine by resolution.
Such compensation may be in addition to any compensation received by
the members of the Board of Directors in any other capacity.

     Section 2.14  Action Without Meeting.

     Nothing contained in these Bylaws shall be deemed to restrict the
power of members of the Board of Directors or any committee designated
by the Board to take any action required or permitted to be taken by
them without a meeting.

     Section 2.15  Telephone Meetings.

     Nothing contained in these Bylaws shall be deemed to restrict the
power of members of the Board of Directors, or any committee designated
by the Board of Directors, to participate in a meeting of the Board of
Directors, or committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other.


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                              ARTICLE III

                               OFFICERS

     Section 3.1   Executive Officers.

     The officers of the Corporation shall be a Chairman of the Board,
a Chief Executive Officer, a President, an Executive Vice President, a
Chief Financial Officer, one or more Vice Presidents, and a Secretary,
each of whom shall be elected by the Board of Directors, and such other
officers, including a Treasurer and a Controller, as may from time to
time be determined by the Board of Directors and elected or appointed
by the Board of Directors or, if so determined by the Board, by the
Chairman of the Board.  A person may hold more than one of the
foregoing offices.  The Chairman of the Board shall be elected from
among the members of the Board of Directors. Subject to Section 3.3,
each officer shall hold office until the first meeting of the Board of
Directors following the next annual meeting of stockholders following
their respective election. Any person may hold at one time two or more
offices.

     Section 3.2   Powers and Duties of Officers.

    The officers of the Corporation shall have the authority and shall
exercise the powers and perform the duties specified below, and as may
be additionally specified by the Board of Directors or these Bylaws
(and in all cases where the duties of any officer are not prescribed by
the Bylaws or the Board of Directors, such officer shall follow the
orders and instructions of the Chief Executive Officer), except that in
any event each officer shall exercise such powers and perform such
duties as may be required by law:

              a.  Chairman of the Board.  The Chairman of the Board
shall preside at all meetings of the stockholders and the Board of
Directors of the Corporation and shall have and may exercise all such
powers and perform such other duties as may be assigned to the Chairman
from time to time by the Board of Directors.

              b.  Chief Executive Officer.  The Chief Executive Officer
shall, subject to the direction and supervision of the Board of
Directors, (i) have general and active control of the Corporation's
affairs and business and general supervision of its officers, agents
and employees; (ii) in the absence of the Chairman of the Board
(provided that the Chief Executive Officer does not hold such
position), preside at all meetings of the stockholders and the Board of
Directors; (iii) see that all orders and resolutions of the Board of
Directors are carried into effect; and (iv) perform all other duties
incident to the office of Chief Executive Officer and as from time to
time may be assigned to the Chief Executive Officer by the Board of
Directors. Unless otherwise authorized and directed by the Board of
Directors or unless the Chief Executive Officer is unavailable, the
Chief Executive Officer shall execute on behalf of the Corporation all
material contracts which implement policies established by the Board of
Directors.  Unless otherwise determined by the Board of Directors, if
and for so long as the Chief Executive Officer of the Corporation is a
director of the Corporation, the Chief Executive Officer will also be
the Chairman of the Board.


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              c.  President.  The President shall, subject to the
direction and supervision of the Board of Directors and the Chief
Executive Officer, perform all duties incident to the office of
President as from time to time may be assigned to the President by the
Board of Directors.  Unless and until otherwise determined by the Board
of Directors, the President's duties shall include acting as the
chairman and chief executive officer of the Corporation's TV Guide
Magazine Group.

              d.  Executive Vice President.  The Executive Vice
President shall, subject to the direction and supervision of the Board
of Directors and the Chief Executive Officer, perform all duties
incident to the office of Executive Vice President as from time to time
may be assigned to the Executive Vice President by the Board of
Directors.  Unless and until otherwise determined by the Board of
Directors, the Executive Vice President's duties shall include acting
as the chairman and chief executive officer of the Corporation's TV
Guide Entertainment Group and United Video Group.

              e.  Vice President.  The Vice President, if any (or if
there is more than one then each Vice President), shall assist the
members of the Office of the Chairman and shall perform such duties as
may be assigned to the Vice President by the Chief Executive Officer or
by the Board of Directors. Assistant vice presidents, if any, shall
have the powers and perform the duties as may be assigned to them by
the Chief Executive Officer or by the Board of Directors.

              f.  Office of the Chairman.  There shall be an Office of
the Chairman, comprised of three members--the Chairman of the Board and
Chief Executive Officer of the Corporation and the respective chairman
and chief executive officers of each of the Corporation's principal
divisions, the latter two reporting to the Chairman of the Board and
Chief Executive Officer of the Corporation.  Under the direction of the
Chairman of the Board and Chief Executive Officer, each member of the
Office of the Chairman shall collaborate with each other member of the
Office of the Chairman in exercising such powers and performing such
duties as may be assigned to the Office of the Chairman from time to
time by the Board of Directors.  In the absence of, or in the event of
the inability or refusal to act of, any of the Chief Executive Officer,
the President or the Executive Vice President, one or more of the other
members of the Office of the Chairman shall perform such of the duties
of the Chief Executive Officer, President or Executive Vice President,
as applicable, as the Board of Directors may determine and when so
acting shall have all the powers of and be subject to all the
restrictions upon such office.


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              g.  Chief Financial Officer; Treasurer.  The Chief
Financial Officer or, in the absence of a Chief Financial Officer, the
Treasurer shall: (i) be the principal financial officer of the
Corporation and have the care and custody of all funds, securities,
evidences of indebtedness and other personal property of the
Corporation and deposit the same in accordance with the instructions of
the Board of Directors; (ii) unless assigned to the Controller, receive
and give receipts and acquittance for moneys paid in on account of the
Corporation, and pay out of the funds on hand all bills, payrolls and
other just debts of the Corporation of whatever nature upon maturity;
(iii) unless there is a Controller, be the principal accounting officer
of the Corporation and as such prescribe and maintain the methods and
systems of accounting to be followed, keep complete books and records
of account, prepare and file all local, state and federal tax returns,
prescribe and maintain an adequate system of internal audit and prepare
and furnish to the Chief Executive Officer and the Board of Directors
statements of account showing the financial position of the Corporation
and the results of its operations; (iv) upon request of the Board, make
such reports to it as may be required at any time; and (v) perform all
other duties incident to such office and such other duties as from time
to time may be assigned to him by the Board of Directors, the Chief
Executive Officer or the Executive Vice President.  The Chief Financial
Officer and the Treasurer shall report to the Executive Vice President.
Assistant treasurers, if any, shall have the same powers and duties,
subject to the supervision of the Chief Financial Officer or Treasurer.
If there is no Chief Financial Officer or Treasurer, these duties shall
be performed by the Secretary or the Executive Vice President or other
person appointed by the Board of Directors.

              h.  Secretary.  The Secretary shall: (i) keep the minutes
of the proceedings of the stockholders, the Board of Directors and any
committees of the Board of Directors, which shall at all reasonable
times be open to the examination of any director; (ii) see that all
notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (iii) be custodian of the corporate
records, which shall at all reasonable times be open to the examination
of any director, and of the seal of the Corporation; (iv) keep at the
Corporation's registered office or principal place of business a record
containing the names and addresses of all stockholders and the number
and class of shares held by each, unless such a record shall be kept at
the office of the Corporation's transfer agent or registrar; (v) have
general charge of the stock books of the Corporation, unless the
Corporation has a transfer agent; and (vi) in general, perform all
other duties incident to the office of Secretary, including certifying
the record of proceedings of the meetings of the stockholders or of the
Board of Directors or resolutions adopted at such meetings, signing or
attesting certificates, statements or reports required to be filed with
governmental bodies or officials, signing acknowledgments of
instruments, and performing such other duties as from time to time may
be assigned to the Secretary by the Board of Directors, the Chief
Executive Officer or the Executive Vice President.  The Secretary shall
report to the Executive Vice President.  Assistant secretaries, if any,
shall have the same duties and powers, subject to supervision by the
Secretary.


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              i.  Surety Bonds.  The Board of Directors may require any
of officer or agent  of the Corporation to execute to the Corporation a
bond in such sums and with such sureties as shall be satisfactory to
the Board, conditioned upon the faithful performance of his duties and
for the restoration to the Corporation of all books, papers, vouchers,
money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

     Section 3.3   Resignations; Removals.

              a.  Any officer of the Corporation may resign at any
time, subject to any rights or obligations under any then existing
contracts between such officer and the Corporation, by giving written
notice to the Board of Directors, the Chairman of the Board, any other
member of the Office of the Chairman or the Secretary of the
Corporation. Any such resignation shall take effect at the time
specified therein or, if the time to be not specified therein, then
upon receipt thereof. The acceptance of such resignation shall not be
necessary to make it effective unless otherwise stated therein.

              b.  The Board of Directors, by a vote of not less than
six of the ten members of the Board of Directors at any meeting
thereof, or by written consent, at any time, may, to the extent
permitted by law, remove with or without cause from office or terminate
the employment of any officer, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.

              c.  Any vacancy in the office of any officer through
death, resignation, removal, disqualification, or other cause may be
filled at any time by the Board of Directors or if such officer was
appointed by the Chief Executive Officer, then by the Chief Executive
Officer.

     Section 3.4   Proxies.

     Unless otherwise provided in the Certificate of Incorporation or
directed by the Board of Directors, the Chairman of the Board, any
other member of the Office of the Chairman, or their respective
designees, shall have full power and authority on behalf of the
Corporation to attend and to vote upon all matters and resolutions at
any meeting of stockholders of any corporation in which this
Corporation may hold stock, and may exercise on behalf of this
Corporation any and all of the rights and powers incident to the
ownership of such stock at any such meeting, whether regular or
special, and at all adjournments thereof, and shall have power and
authority to execute and deliver proxies and consents on behalf of this
Corporation in connection with the exercise by this Corporation of the
rights and powers incident to the ownership of such stock, with full
power of substitution or revocation.


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                              ARTICLE IV

                             CAPITAL STOCK


     Section 4.1   Stock Certificates.

     Each stockholder of the Corporation shall be entitled to a
certificate certifying the class and number of shares represented
thereby and in such form, not inconsistent with the law of the State of
Delaware or the Certificate of Incorporation of the Corporation, as the
Board of Directors may from time to time prescribe.

     The certificates of stock shall be signed by the Chairman of the
Board, the President or the Executive Vice President and by the
Secretary or the Chief Financial Officer, and sealed with the seal of
the Corporation. Such seal may be a facsimile, engraved or printed.
Where any certificate is manually signed by a transfer agent or by a
registrar, the signatures of any officers upon such certificate may be
facsimiles, engraved or printed. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed
upon any certificate shall have ceased to be such before the
certificate is issued, it may be issued by the Corporation with the
same effect as if such officer, transfer agent or registrar had not
ceased to be such at the time of its issue.

     Section 4.2   Transfer of Shares

              a.  Shares of the capital stock of the Corporation may be
transferred on the books of the Corporation only by the holder of such
shares or by his duly authorized attorney, upon the surrender to the
Corporation or its transfer agent of the certificate representing such
stock properly endorsed.

              b.  The per son in whose name shares of stock stand on
the books of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes, and the Corporation shall not be
bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise
provided by the laws of the State of Delaware.


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     Section 4.3   Fixing Record Date.

     In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, 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: (1) in the case of
determination of stockholders entitled to vote at any meeting of
stockholders or adjournment thereof, shall, unless otherwise required
by law, not be more than sixty nor less than ten days before the date
of such meeting; (2) in the case of determination of stockholders
entitled to express consent to corporate action in writing without a
meeting, shall not be more than ten days from the date upon which the
resolution fixing the record date is adopted by the Board of Directors;
and (3) in the case of any other action, shall not be more than sixty
days prior to such other action. If no record date is fixed: (1) 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; (2) the record date for determining
stockholders entitled to express consent to corporate action in writing
without a meeting, when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is
delivered to the Corporation in accordance with applicable law, or, if
prior action by the Board of Directors is required by law, shall be at
the close of business on the day on which the Board of Directors adopts
the resolution taking such prior action; and (3) the record date for
determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned meeting.

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     Section 4.4   Lost Certificates.

     The Board of Directors or any transfer agent of the Corporation
may direct a new certificate or certificates representing stock of the
Corporation 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 to be lost, stolen, or destroyed.
When authorizing such issue of a new certificate or certificates, the
Board of Directors (or any transfer agent of the Corporation authorized
to do so by a resolution of 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 in such sum as the Board of Directors (or any transfer agent so
authorized) shall direct to indemnify the Corporation against any claim
that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen, or destroyed or the
issuance of such new certificates, and such requirement may be general
or confined to specific instances.

     Section 4.5   Transfer Agent and Registrar.

     The Board of Directors may appoint one or more transfer agents and
one or more registrars and may require all certificates for shares to
bear the manual or facsimile signature or signatures of any of them.

     Section 4.6   Regulations.

     The Board of Directors shall have power and authority to make all
such rules and regulations as it may deem expedient concerning the
issue, transfer, registration, cancellation and replacement of
certificates representing stock of the Corporation.


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                              ARTICLE V

                          GENERAL PROVISIONS.

     Section 5.1   Offices.

      The Corporation shall maintain a registered office in the State
of Delaware as required by law. The Corporation may also have offices
in such other places, either within or without the State of Delaware,
as the Board of Directors may from time to time designate or as the
business of the Corporation may require.

     Section 5.2   Corporate Seal.

     The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the works "Corporate
Seal" and "Delaware".

     Section 5.3   Fiscal Year.

     The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors.

     Section 5.4   Notices and Waivers Thereof.

     Whenever any notice whatever is required by law, the Certificate
of Incorporation, or these Bylaws to be given to any stockholder,
director or officer, such notice, except as otherwise provided by law,
may be given personally, or by mail, or, in the case of directors or
officers, by telegram, cable or facsimile transmission, addressed to
such address as appears on the books of the Corporation. Any notice
given by telegram, cable or facsimile transmission shall be deemed to
have been given when it shall have been transmitted and any notice
given by mail shall be deemed to have been given three business days
after it shall have been deposited in the United States mail with
postage thereon prepaid.


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     Whenever any notice is required to be given by law, the
Certificate of Incorporation, or these Bylaws, a written waiver
thereof, signed by the person entitled to such notice, whether before
or after the meeting or the time stated therein, shall be deemed
equivalent in all respects to such notice to the full extent permitted
by law.

     Section 5.5   Amendments.

     In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors, by action
taken by the affirmative vote of not less than seven of the ten members
of the Board of Directors then in office, is hereby expressly
authorized and empowered to adopt, amend or repeal any provision of the
Bylaws of this Corporation.

     Subject to the rights of the holders of any class or series of
preferred stock, these Bylaws may be adopted, amended or repealed by
the affirmative vote of the holders of not less than 66 % of the total
voting power of the then outstanding capital stock of the Corporation
entitled to vote thereon; provided, however, that this paragraph shall
not apply to, and no vote of the stockholders of the Corporation shall
be required to authorize, the adoption, amendment or repeal of any
provision of the Bylaws by the Board of Directors in accordance with
the preceding paragraph.


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