EXHIBIT 3(ii).1

                        GLOBAL MARINE INC.
          BY-LAW AMENDMENTS EFFECTIVE FEBRUARY 23, 1999
                                 

     Sections II-2, II-3, II-5, II-6, II-7, III-3, III-5, V-1, V-2,
V-4, V-5b, V-6, V-7, V-9, V-11, V-12, VI-1, VI-2, VII-4, and VII-7
of the By-laws of Global Marine Inc. are amended in their entirety
effective February 23, 1999, to change said sections from the old
version to the new version, in each case, as indicated below.  


OLD VERSION:

SECTION II-2 DATE, TIME, AND PURPOSE OF ANNUAL MEETING:  The annual
meeting of stockholders shall be held at such date and time as may
be determined by the Board of Directors.  In the event that the
Board does not set a date and time, such meeting shall be held at
11:00 a.m. on the fourth Wednesday in May of each year if not a
legal holiday, and if a legal holiday, then at the same time on the
next business day following.  At such annual meeting the
stockholders shall elect directors and shall transact such other
business as may properly be brought before the meeting. 

NEW VERSION:

SECTION II-2 DATE, TIME, AND PURPOSE OF ANNUAL MEETING:  The annual
meeting of stockholders shall be held at such date and time as may
be determined by the Board of Directors.  At such annual meeting
the stockholders shall elect directors and shall transact such
other business as may properly be brought before the meeting. 




OLD VERSION:

SECTION II-3 WRITTEN NOTICE:  Written notice of the annual meeting
shall be given to each stockholder entitled to vote thereat at
least ten days before the date of the meeting.

NEW VERSION:

Section II-3 [Deleted].




OLD VERSION:

SECTION II-5 SEPCIAL MEETING:  Special meetings of the stockholders
may only be called at any time by a majority of the directors then
in office or the President, or by the holders of at least 25% of
the issued and outstanding common stock of the corporation as
provided in the Certificate of Incorporation.

NEW VERSION:

SECTION II-5 SPECIAL MEETING:  Special meetings of the stockholders
may only be called at any time by a majority of the directors then
in office or the Chief Executive Officer, or by the holders of at
least 25% of the issued and outstanding common stock of the
corporation as provided in the Certificate of Incorporation;
provided that, in the event that such holders of common stock elect
to call a special meeting pursuant to this Section II-5 or the
Certificate of Incorporation, the Board of Directors shall
determine a place, date and time for such meeting, which time shall
not be less than 90 nor more than 100 days after the receipt and
determination of the validity of such election, and a record date
for the determination of stockholders entitled to vote at such
meeting in the manner set forth in Section VI-5 hereof.  Following
such receipt and determination, it shall be the duty of the
Secretary to cause notice to be given to the stockholders entitled
to vote at such meeting, in the manner set forth in Section II-6
hereof, that a special meeting will be held at the place, date and
time so determined.




OLD VERSION:

SECTION II-6 NOTICE OF SPECIAL MEETING:  Written notice of a
special meeting of stockholders, stating the time, place and object
thereof, shall be given to each stockholder entitled to vote
thereat, at least five days before the date fixed for the meeting.

NEW VERSION:

SECTION II-6 WRITTEN NOTICE:  Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the
meeting shall be given which shall state the place, date and hour
of the meeting, and, in the case of a special meeting, the purpose
or purposes for which the meeting is called.  Unless otherwise
required by law, the written notice of any meeting shall be given
not less than 10 nor more than 60 days before the date of the
meeting to each stockholder entitled to vote at such meeting.




OLD VERSION:

SECTION II-7 BUSINESS TO BE CONDUCTED AND NOMINATIONS:  (a) At any
special meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall
have been set forth in the notice relating to the meeting.

     (b)  At any annual meeting of stockholders, only such business
shall be conducted, and only such proposals shall be acted upon, as
shall have been brought before the annual meeting (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of
the corporation who is a stockholder of record at the time of the
giving of such stockholder's notice provided for in this paragraph
(b), who shall be entitled to vote at such meeting, and who
complies with the requirements of this paragraph (b) and as shall
otherwise be proper subjects for stockholder action and shall be
properly introduced at the meeting.  For a proposal to be properly
brought before an annual meeting by a stockholder, in addition to
any other applicable requirements, the stockholder must have given
timely advance notice thereof in writing to the Secretary of the
corporation.  To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive
offices of the corporation not later than the close of business on
the 90th day prior to the first anniversary of the beginning of the
preceding year's annual meeting; provided, however, that in the
event that the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by
the stockholder to be timely must be so delivered not later than
the close of business on the later of the 90th day prior to the
scheduled day of such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is
first made by the corporation, including, without limitation, by
press release, by filing with the Securities and Exchange
Commission, and/or by any written material sent to stockholders. 
Any such stockholder's notice to the Secretary of the corporation
shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (i) a description of the proposal desired
to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and
address, as they appear on the corporation's books, of the
stockholder proposing such business and any other stockholders
known by such stockholder to be supporting such proposal, (iii) the
class and number of shares of the corporation's stock that are
beneficially owned by the stockholder on the date of such notice,
(iv) any financial interest of the stockholder in such proposal,
and (v) a representation that the stockholder intends to appear in
person or by proxy at the meeting to bring the proposed business
before the annual meeting.  The presiding officer of the annual
meeting shall determine whether the requirements of this paragraph
(b) have been met with respect to any stockholder proposal.  If the
presiding officer determines that a stockholder proposal was not
made in accordance with the terms of this paragraph (b), he shall
so declare at the meeting and such proposal shall not be acted upon
at the meeting.  

     (c)  Subject to such rights of the holders of any class or
series of preferred stock as may be prescribed in the Certificate
of Incorporation or in the resolutions of the Board of Directors
providing for the issuance of any such class or series, only
persons who are nominated in accordance with the procedures set
forth in this paragraph (c) shall be eligible for election as, and
to serve as, directors.  Nominations of persons for election to the
Board of Directors may be made at a meeting of the stockholders at
which directors are to be elected (i) by or at the direction of the
Board of Directors or (ii) by any stockholder of the corporation
who is a stockholder of record at the time of the giving of such
stockholder's notice provided for in this paragraph (c), who shall
be entitled to vote at such meeting in the election of directors,
and who complies with the requirements of this paragraph (c).  Such
nominations, other than those made by or at the direction of the
Board of Directors, shall be preceded by timely advance notice
thereof in writing to the Secretary of the corporation.  To be
timely, a stockholder's notice must be delivered to, or mailed and
received at, the principal executive offices of the corporation not
later than the close of business on the 90th day prior to the first
anniversary of the beginning of the preceding year's annual
meeting; provided, however, that in the event that the date of the
annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the stockholder to be timely
must be so delivered not later than the close of business on the
later of the 90th day prior to the scheduled day of such annual
meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the
corporation, including, without limitation, by press release, by
filing with the Securities and Exchange Commission, and/or by any
written material sent to stockholders.  Any such stockholder's
notice to the Secretary of the corporation shall set forth (x) as
to each person whom the stockholder proposes to nominate for
election or re-election as a director, (i) the name, age, business
address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the number of shares
of each class of capital stock of the corporation beneficially
owned by such person and (iv) the written consent of such person to
having such person's name placed in nomination at the meeting and
to serve as a director if elected, and (y) as to the stockholder
giving the notice, (i) the name and address, as they appear on the
corporation's books, of such stockholder, (ii) the class and number
of shares of the corporation's stock that are beneficially owned by
the stockholder on the date of such notice, (iii) any arrangement
between the nominee or nominees and the stockholder, (iv) any other
facts about the nominee or nominees that would be required in a
proxy statement and (v) a representation that the stockholder
intends to appear in person or by proxy at the meeting to make the
nomination or nominations.  The presiding officer of the meeting of
stockholders shall determine whether the requirements of this
paragraph (c) have been met with respect to any nomination or
intended nomination.  If the presiding officer determines that any
nomination was not made in accordance with the terms of this
paragraph (c), he shall so declare at the meeting and such
nomination shall be disregarded.

     (d)  Notwithstanding the foregoing provisions of this Section
II-7, a stockholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to the
matters set forth in this Section II-7. 

NEW VERSION:

SECTION II-7 BUSINESS TO BE CONDUCTED AND NOMINATIONS:  (a) At any
special meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall
have been set forth in the notice relating to the meeting.

     (b)  At any annual meeting of stockholders, only such business
shall be conducted, and only such proposals shall be acted upon, as
shall have been brought before the annual meeting (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of
the corporation who is a stockholder of record at the time of the
giving of such stockholder's notice provided for in this paragraph
(b), who shall be entitled to vote at such meeting, and who
complies with the requirements of this paragraph (b) and as shall
otherwise be proper subjects for stockholder action and shall be
properly introduced at the meeting.  For a proposal to be properly
brought before an annual meeting by a stockholder, in addition to
any other applicable requirements, the stockholder must have given
timely advance notice thereof in writing to the Secretary of the
corporation.  To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive
offices of the corporation no earlier than the 120th day nor later
than the close of business on the 90th day prior to the first
anniversary of the beginning of the preceding year's annual
meeting; provided, however, that in the event that the date of the
annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the stockholder to be timely
must be so delivered not later than the close of business on the
later of the 90th day prior to the scheduled day of such annual
meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the
corporation, including, without limitation, by press release, by
filing with the Securities and Exchange Commission, and/or by any
written material sent to stockholders.  Any such stockholder's
notice to the Secretary of the corporation shall set forth as to
each matter the stockholder proposes to bring before the annual
meeting (i) a description of the proposal desired to be brought
before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as they
appear on the corporation's books, of the stockholder proposing
such business and any other stockholders known by such stockholder
to be supporting such proposal, (iii) the class and number of
shares of the corporation's stock that are beneficially owned by
the stockholder on the date of such notice, (iv) any financial
interest of the stockholder in such proposal, and (v) a
representation that the stockholder intends to appear in person or
by proxy at the meeting to bring the proposed business before the
annual meeting.  The presiding officer of the annual meeting shall
determine whether the requirements of this paragraph (b) have been
met with respect to any stockholder proposal.  If the presiding
officer determines that a stockholder proposal was not made in
accordance with the terms of this paragraph (b), he shall so
declare at the meeting and such proposal shall not be acted upon at
the meeting.  

     (c)  Subject to such rights of the holders of any class or
series of preferred stock as may be prescribed in the Certificate
of Incorporation or in the resolutions of the Board of Directors
providing for the issuance of any such class or series, only
persons who are nominated in accordance with the procedures set
forth in this paragraph (c) shall be eligible for election as, and
to serve as, directors.  Nominations of persons for election to the
Board of Directors may be made at a meeting of the stockholders at
which directors are to be elected (i) by or at the direction of the
Board of Directors or (ii) by any stockholder of the corporation
who is a stockholder of record at the time of the giving of such
stockholder's notice provided for in this paragraph (c), who shall
be entitled to vote at such meeting in the election of directors,
and who complies with the requirements of this paragraph (c).  Such
nominations, other than those made by or at the direction of the
Board of Directors, shall be preceded by timely advance notice
thereof in writing to the Secretary of the corporation.  To be
timely, a stockholder's notice must be delivered to, or mailed and
received at, the principal executive offices of the corporation no
earlier than the 120th day nor later than the close of business on
the 90th day prior to the first anniversary of the beginning of the
preceding year's annual meeting; provided, however, that in the
event that the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by
the stockholder to be timely must be so delivered not later than
the close of business on the later of the 90th day prior to the
scheduled day of such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is
first made by the corporation, including, without limitation, by
press release, by filing with the Securities and Exchange
Commission, and/or by any written material sent to stockholders. 
Any such stockholder's notice to the Secretary of the corporation
shall set forth (x) as to each person whom the stockholder proposes
to nominate for election or re-election as a director, (i) the
name, age, business address and residence address of such person,
(ii) the principal occupation or employment of such person,
(iii) the number of shares of each class of capital stock of the
corporation beneficially owned by such person and (iv) the written
consent of such person to having such person's name placed in
nomination at the meeting and to serve as a director if elected,
and (y) as to the stockholder giving the notice, (i) the name and
address, as they appear on the corporation's books, of such
stockholder, (ii) the class and number of shares of the
corporation's stock that are beneficially owned by the stockholder
on the date of such notice, (iii) any arrangement between the
nominee or nominees and the stockholder, (iv) any other facts about
the nominee or nominees that would be required in a proxy statement
and (v) a representation that the stockholder intends to appear in
person or by proxy at the meeting to make the nomination or
nominations.  The presiding officer of the meeting of stockholders
shall determine whether the requirements of this paragraph (c) have
been met with respect to any nomination or intended nomination.  If
the presiding officer determines that any nomination was not made
in accordance with the terms of this paragraph (c), he shall so
declare at the meeting and such nomination shall be disregarded.

     (d)  Notwithstanding the foregoing provisions of this Section
II-7, a stockholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to the
matters set forth in this Section II-7. 




OLD VERSION:

SECTION III-3 FIRST MEETING OF THE NEWLY ELECTED BOARD:  The first
meeting of each newly elected Board of Directors shall be held at
such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting
shall be necessary to the newly elected directors in order to
legally constitute the meeting, provided a quorum shall be present. 
In the event of the failure of the stockholders to fix the time or
place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such
time and place as shall have been determined for the next regular
meeting by the previous Board of Directors or as shall be
determined by the President, which time and place shall be
specified in a notice given as hereinafter provided for meetings of
the Board of Directors, or as shall be specified in a written
waiver signed by all of the directors.

NEW VERSION:

SECTION III-3 FIRST MEETING OF THE NEWLY ELECTED BOARD:  The first
meeting of each newly elected Board of Directors shall be held at
such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting
shall be necessary to the newly elected directors in order to
legally constitute the meeting, provided a quorum shall be present. 
In the event of the failure of the stockholders to fix the time or
place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such
time and place as shall have been determined for the next regular
meeting by the previous Board of Directors or as shall be
determined by the Chief Executive Officer, which time and place
shall be specified in a notice given as hereinafter provided for
meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.




OLD VERSION:

SECTION III-5 SPECIAL MEETINGS; TELEPHONIC MEETINGS PERMITTED:
Special meetings of the Board of Directors may be called by the
President on reasonable notice to each director, which notice may
be written, oral, or by any other mode of notice; special meetings
shall be called by the President or Secretary in like manner and on
like notice on the written request of two directors.  Unless
otherwise restricted by the Certificate of Incorporation or these
By-laws, members of the Board of Directors, or any committee
designated by the Board, may participate in a meeting of the Board
or of such committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this provision shall
constitute presence in person at such meeting.

NEW VERSION:

SECTION III-5 SPECIAL MEETINGS; TELEPHONIC MEETINGS PERMITTED:
Special meetings of the Board of Directors may be called by the
Chief Executive Officer on reasonable notice to each director,
which notice may be written, oral, or by any other mode of notice;
special meetings shall be called by the Chief Executive Officer or
Secretary in like manner and on like notice on the written request
of two directors.  Unless otherwise restricted by the Certificate
of Incorporation or these By-laws, members of the Board of
Directors, or any committee designated by the Board, may
participate in a meeting of the Board or of such committee, as the
case may be, by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and participation
in a meeting pursuant to this provision shall constitute presence
in person at such meeting.




OLD VERSION:

SECTION V-1 ELECTION OF OFFICERS:  The officers of the corporation
shall be chosen by the Board of Directors, and shall be a Chairman
of the Board, a President, a Vice President, a Secretary and a
Treasurer.  The Board of Directors may also choose additional vice
presidents, and one or more assistant secretaries and/or assistant
treasurers, and one or more such other officers, with such other
titles, as the Board may deem necessary or desirable.  Two or more
offices may be held by the same person, except that where the
offices of president and secretary are held by the same person,
such person shall not hold any other office.  The Board of
Directors shall designate either the Chairman of the Board or the
President to be the Chief Executive Officer of the corporation.

NEW VERSION:

SECTION V-1 ELECTION OF OFFICERS:  The officers of the corporation
shall be chosen by the Board of Directors, and shall be a Chairman
of the Board, a Chief Executive Officer, a President, a Vice
President, a Secretary, and a Treasurer.  The Board of Directors
may also choose additional vice presidents, and one or more
assistant secretaries and/or assistant treasurers, and one or more
such other officers, with such other titles, as the Board may deem
necessary or desirable.  Two or more offices may be held by the
same person.




OLD VERSION:

SECTION V-2 TIME OF ELECTION OF PRINCIPAL OFFICERS:  The Board of
Directors at its first meeting after each annual meeting of
stockholders shall choose a Chairman of the Board, a President, one
or more Vice Presidents, a Secretary and a Treasurer; the Chairman
of the Board shall be a member of the Board; none of the other
officers need be a member of the Board.

NEW VERSION:

SECTION V-2 TIME OF ELECTION OF PRINCIPAL OFFICERS:  The Board of
Directors at its first meeting after each annual meeting of
stockholders shall choose a Chairman of the Board, a Chief
Executive Officer, a President, one or more Vice Presidents, a
Secretary, and a Treasurer; the Chairman of the Board shall be a
member of the Board; none of the other officers need be a member of
the Board.




OLD VERSION:

SECTION V-4 SALARIES:  The salaries of the Chairman of the Board
and the President shall be fixed by the Board of Directors.  The
salaries of other officers shall be fixed by the Chief Executive
Officer subject to review by the Board of Directors.

NEW VERSION:

SECTION V-4 SALARIES:  The salaries of the Chairman of the Board,
the Chief Executive Officer, and the President shall be fixed by
the Board of Directors.  The salaries of other officers shall be
fixed by the Chief Executive Officer subject to review by the Board
of Directors.




OLD VERSION:

SECTION V-5b CHIEF EXECUTIVE OFFICER:  The Board shall designate
either the Chairman of the Board or the President to be the Chief
Executive Officer of this corporation; the Chief Executive Officer
shall see that all orders and resolutions of the Board of Directors
are carried into effect, and shall exercise or perform such other
powers and duties as may be from time to time assigned to him by
the Board of Directors or prescribed by the By-laws.

NEW VERSION:

SECTION V-6 THE CHIEF EXECUTIVE OFFICER:  The Board shall designate
a Chief Executive Officer of this corporation.  The Chief Executive
Officer shall see that all orders and resolutions of the Board of
Directors are carried into effect; shall assume the duties and
responsibilities of the Chairman of the Board in the absence of the
Chairman of the Board, or if there shall be no person occupying
that office; shall execute bonds, mortgages, and the contracts
requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer
or agent of the corporation; and shall exercise or perform such
other powers and duties as may be from time to time assigned to him
by the Board of Directors or prescribed by the By-laws.




OLD VERSION:

SECTION V-6 THE PRESIDENT - DUTIES:  The President shall have
general and active management of the business of the corporation
subject to the direction and control of the Board of Directors, and
if the President is not the Chief Executive Officer, subject also
to the direction and control of the Chief Executive Officer.  The
President shall assume the duties and responsibilities of the
Chairman of the Board in the absence of the Chairman of the Board,
or if there shall be no person occupying that office.

NEW VERSION:

SECTION V-7 THE PRESIDENT:  The President shall have general and
active management of the business of the corporation subject to the
direction and control of the Board of Directors, and if the
President is not the Chief Executive Officer, subject also to the
direction and control of the Chief Executive Officer.  The
President shall assume the duties and responsibilities of the Chief
Executive Officer in the absence of the Chief Executive Officer, or
if there shall be no person occupying that office.



OLD VERSION:

SECTION V-7 THE PRESIDENT - EXECUTION OF DOCUMENTS REQUIRING A
SEAL:  He shall execute bonds, mortgages, and the contracts
requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer
or agent of the corporation.

NEW VERSION:

[Deleted]




OLD VERSION:

SECTION V-9 THE SECRETARY:  The Secretary shall attend all meetings
of the Board of Directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and
of the Board of Directors in a book to be kept for that purpose and
shall perform like duties for the standing committees when
required.  He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of
Directors, and shall perform other such duties as may be prescribed
by the Board of Directors or President, under whose supervision he
shall be.  He shall keep in safe custody the seal of the
corporation, and when authorized by the Board of Directors, affix
the same to any instrument requiring it.

NEW VERSION:

SECTION V-9 THE SECRETARY:  The Secretary shall attend all meetings
of the Board of Directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and
of the Board of Directors in a book to be kept for that purpose and
shall perform like duties for the standing committees when
required.  He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of
Directors, and shall perform other such duties as may be prescribed
by the Board of Directors or Chief Executive Officer, under whose
supervision he shall be.  He shall keep in safe custody the seal of
the corporation, and when authorized by the Board of Directors,
affix the same to any instrument requiring it.




OLD VERSION:

SECTION V-11 THE TREASURER - RESPONSIBILITY FOR FUNDS:  The
Treasurer shall have custody of and be responsible for all the
monies and funds of the company.  He shall deposit or cause to be
deposited all company monies, funds and other valuables in the name
and to the credit of the company in such banks or other financial
institutions as in his judgment is proper or as shall be directed
by the Board, Chairman of the Board or the President, and shall
disburse the funds of the company which have been duly approved for
disbursement.  He shall enter regularly in the books of the company
to be kept by him for the purpose of full and accurate accounts of
all monies received and paid out by him on account of the company.

NEW VERSION:

SECTION V-11 THE TREASURER - RESPONSIBILITY FOR FUNDS:  The
Treasurer shall have custody of and be responsible for all the
monies and funds of the company.  He shall deposit or cause to be
deposited all company monies, funds and other valuables in the name
and to the credit of the company in such banks or other financial
institutions as in his judgment is proper or as shall be directed
by the Board, Chairman of the Board or the Chief Executive Officer,
and shall disburse the funds of the company which have been duly
approved for disbursement.  He shall enter regularly in the books
of the company to be kept by him for the purpose of full and
accurate accounts of all monies received and paid out by him on
account of the company.




OLD VERSION:

SECTION V-12 THE TREASURER - OTHER DUTIES:  The Treasurer shall
have such other powers and perform such other duties as may from
time to time be prescribed by the Board, the Chairman of the Board,
the President or the By-laws, and he shall in general, subject to
control of the Board, the Chairman of the Board and the President,
perform all the duties usually incident to the office of treasurer
of a corporation.

NEW VERSION:

SECTION V-12 THE TREASURER - OTHER DUTIES:  The Treasurer shall
have such other powers and perform such other duties as may from
time to time be prescribed by the Board, the Chairman of the Board,
the Chief Executive Officer or the By-laws, and he shall in
general, subject to control of the Board, the Chairman of the Board
and the Chief Executive Officer, perform all the duties usually
incident to the office of treasurer of a corporation.




OLD VERSION:

SECTION VI-1 RIGHT OF STOCKHOLDER TO CERTIFICATE:  Every holder of
stock in the corporation shall be entitled to have a certificate,
signed by, or in the name of the corporation by, the President or
a Vice President and the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him in the corporation.

NEW VERSION:

SECTION VI-1 RIGHT OF STOCKHOLDER TO CERTIFICATE:  Every holder of
stock in the corporation shall be entitled to have a certificate,
signed by, or in the name of the corporation by, the Chairman of
the Board, the President or a Vice President, and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the corporation, certifying the number of shares owned
by him in the corporation.




OLD VERSION:

SECTION VI-2 FACSIMILE SIGNATURE:  Where a certificate is signed
(1) by a transfer agent other than the corporation or its employee
or (2) by a registrar other than the corporation or its employee,
the signature of any such President, Vice President, Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary may be by
facsimile.  In case any officer or officers who have signed, or
whose facsimile signature or signatures have been used on any such
certificate or certificates shall cease to be such officer or
officers of the corporation, whether because of death, resignation
or otherwise, before such certificate or certificates have been
delivered by the corporation, such certificate or certificates may
nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer
or officers of the corporation.

NEW VERSION:

SECTION VI-2 FACSIMILE SIGNATURE:  Where a certificate is signed
(1) by a transfer agent other than the corporation or its employee
or (2) by a registrar other than the corporation or its employee,
the signature of the corporation's Chairman of the Board,
President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be by facsimile.  In case any
officer or officers who have signed, or whose facsimile signature
or signatures have been used on any such certificate or
certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise,
before such certificate or certificates have been delivered by the
corporation, such certificate or certificates may nevertheless be
adopted by the corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates
or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.




OLD VERSION:

SECTION VII-4 EXECUTION OF DOCUMENTS:  Unless otherwise authorized
or prescribed by the Board of Directors, all contracts, leases,
deeds, deeds of trust, mortgages, bonds, indentures, endorsements,
assignments, powers of attorney to transfer stock or for other
purposes, and other documents and instruments of whatever kind
shall be executed for and on behalf of the corporation by the
President, a Vice President, or the Treasurer, or by any such
officer and the Secretary or an Assistant Secretary, who shall have
authority to affix the corporate seal to the same.

The Board of Directors also may authorize any other officer or
officers, or agent or agents, to execute any contract, document or
instrument of whatever kind for and on behalf of the corporation
and such authority may be general or be confined to specific
instances.

NEW VERSION:

SECTION VII-4 EXECUTION OF DOCUMENTS:  Unless otherwise authorized
or prescribed by the Board of Directors, all contracts, leases,
deeds, deeds of trust, mortgages, bonds, indentures, endorsements,
assignments, powers of attorney to transfer stock or for other
purposes, and other documents and instruments of whatever kind
shall be executed for and on behalf of the corporation by the Chief
Executive Officer, the President, a Vice President, or the
Treasurer, or by any such officer and the Secretary or an Assistant
Secretary, who shall have authority to affix the corporate seal to
the same.

The Board of Directors also may authorize any other officer or
officers, or agent or agents, to execute any contract, document or
instrument of whatever kind for and on behalf of the corporation
and such authority may be general or be confined to specific
instances.




OLD VERSION:

SECTION VII-7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS: 
Shares standing in the name of the corporation may be voted or
represented and all rights incident thereto may be exercised on
behalf of the corporation by the President, a Vice President, the
Secretary or the Treasurer, or by such other officers as to whom
the Board of Directors may from time to time confer like powers.

NEW VERSION:

SECTION VII-7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS: 
Shares standing in the name of the corporation may be voted or
represented and all rights incident thereto may be exercised on
behalf of the corporation by the Chief Executive Officer, the
President, a Vice President, the Secretary or the Treasurer, or by
such other officers as to whom the Board of Directors may from time
to time confer like powers.