Exhibit 3.2



                  UNITED VIDEO SATELLITE GROUP, INC.

                        A Delaware Corporation

                               Bylaws



                              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 66-2/3% 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 66-2/3% of the 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, the Vice Chairman, the Chief Executive Officer,
the President and Chief Operating Officer, 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.

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 Chairman of the Board, the Vice Chairman, or 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 offices 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.

              (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
announcement is first made by the Corporation.

      1.4.2 - Special Meetings 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.

      1.4.3 - General.

              (a)  Only persons who are nominated in accordance with
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 from 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.

Section 1.7 - Organization.

              The Chairman of the Board, or in his absence the Vice
Chairman, or in his absence the President and Chief Operating Officer,
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 Vice Chairman, the Chief Executive Officer, the President and Chief
Operating Officer, 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 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.

              (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 l.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.



                            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 not less than three members and
shall initially be comprised of twelve members.  The Board of
Directors, by resolution adopted by the affirmative vote of not less
than 66-2/3% of the 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 office 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, the Vice Chairman, the Chief
Executive Officer, the President and Chief Operating Officer or the
Secretary of the Corporation.  Any such resignation shall take effect
at the time specified therein or, if the time 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-
2/3% 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, and newly created directorships resulting from any increase in
the number of directors on the Board of Directors, shall be filled by
the affirmative vote of not less than 66-2/3% of the remaining
directors then in office (even though less than a quorum) or by the
sole remaining director.  Any director elected in accordance with the
preceding sentence shall hold office until the next annual meeting of
stockholders of the Corporation and until such 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.

Section 2.5 - Chairman of the Board.

              The directors shall elect one of their members to be
Chairman of the Board of Directors.  He shall perform such duties as
may from time to time be assigned to him 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, the Vice Chairman or the Chief Executive
Officer, and shall be called by the President and Chief Operating
Officer or Secretary of the Corporation upon the written request of not
less than 66-2/3% of the members of the Board of Directors then in
office.

Section 2.7 - Notice of Special Meetings.

              The Secretary, or in his 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 provided by law, the Certificate of Incorporation or these
Bylaws, directors present at any meeting and representing 66-2/3% of
the 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 absence, by the Vice Chairman,
or in his absence, by the Chief Executive Officer, or in his 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 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 of Incorporation, as now or hereafter in effect.

Section 2.10 -      Executive Committee of the Board of Directors.

               The Board of Directors, by the affirmative vote of not
less than 66-2/3% of the members of the Board of Directors then in
office, may designate an executive committee, all of whose members
shall be directors, to manage and operate the affairs of the
Corporation or particular properties or enterprises of the Corporation.
Subject to the limitations of the law of the State of Delaware and the
Certificate of Incorporation, such executive committee shall exercise
all powers and authority of the Board of Directors in the management of
the business and affairs of the Corporation including, but not limited
to, the power and 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.  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
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 other than an 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 the 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.

Section 2.12 - Committees Generally.

               The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of 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.



                           ARTICLE III

                            OFFICERS


Section 3.1 - Executive Officers.

              The officers of the Corporation shall be a Chairman of
the Board, a Vice Chairman, a Chief Executive Officer, a President and
Chief Operating Officer, 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 Chief Executive Officer.  The Chairman
of the Board and the Vice Chairman 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
(and, in his absence, the Vice Chairman) 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 him (or as may be assigned to the Vice
Chairman, if the Vice Chairman is unable or fails to perform his
duties) from time to time by the Board of Directors.

              (b)  Vice Chairman.  The Vice Chairman shall, in the
absence of the Chairman of the Board, 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 him (or as may be assigned to the Chairman of the
Board, if the Chairman of the Board is unable or fails to perform his
duties) from time to time by the Board of Directors.

              (c)  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 or the
Vice Chairman (provided that the Chief Executive Officer does not hold
either of such positions), 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 him 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.

              (d)  President and Chief Operating Officer.  The
President and Chief Operating Officer shall, subject to the direction
and supervision of the Board of Directors and the Chief Executive
Officer, supervise the day to day operations of the Corporation and
perform all other duties incident to the office of Chief Operating
Officer as from time to time may be assigned to him by the Board of
Directors or the Chief Executive Officer.  At the request of the Chief
Executive Officer or in his absence or in the event of his inability or
refusal to act, the President and Chief Operating Officer shall perform
the duties of the Chief Executive Officer, and when so acting shall
have all the powers and be subject to all the restrictions upon the
Chief Executive Officer.

              (e)  Vice President.  The Vice President, if any (or if
there is more than one then each Vice President), shall assist the
President and Chief Operating Officer and shall perform such duties as
may be assigned to him by the Chief Executive Officer, the President
and Chief Operating 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)  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 acquittances 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 or by the
Chief Executive Officer.  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
Chief Executive Officer or other person appointed by the Board of
Directors.

              (g)  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 him by the Chief Executive Officer or by the Board of
Directors.  Assistant secretaries, if any, shall have the same duties
and powers, subject to supervision by the Secretary.

              (h)  Surety Bonds.  The Board of Directors may require
any 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, the Vice
Chairman, the Chief Executive Officer, the President and Chief
Operating Officer or the Secretary of the Corporation.  Any such
resignation shall take effect at the time specified therein or, if the
time 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
66-2/3% of the entire Board, 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 President and
Chief Operating Officer, the Chairman of the Board, the Vice Chairman
or the Chief Executive Officer, or their 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.




                            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 Vice
Chairman, the Chief Executive Officer or the President and Chief
Operating Officer 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 person 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.

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.

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.



                             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 words
"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.

              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 66-2/3% of the
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-
2/3% 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.