EXHIBIT 3(ii).2














                        Global Marine Inc.


                             BY-LAWS





               AS AMENDED THROUGH FEBRUARY 23, 1999






                               INDEX


ARTICLE I  OFFICES                                         PAGE
    Section I-1           Principal Office                   1
    Section I-2           Other Offices                      1

ARTICLE II MEETINGS OF STOCKHOLDERS
    Section II-1          Place                              1
    Section II-2          Date, Time, and Purpose of
                          Annual Meeting                     1
    Section II-3          [Deleted]                          
    Section II-4          Stockholder List                   1
    Section II-5          Special Meeting                    2
    Section II-6          Written Notice                     2
    Section II-7          Business to be Conducted 
                          and Nominations                    2
    Section II-8          Quorum                             4
    Section II-9          Required Vote                      4
    Section II-10         The Stockholder Vote               4

ARTICLE III               DIRECTORS
    Section III-1         Number, Qualification, Election,
                          and Term of Office                 4
    Section III-2         Location of Board Meeting          5
    Section III-3         First Meeting of the Newly
                          Elected Board                      5
    Section III-4         Regular Meetings                   5
    Section III-5         Special Meetings; Telephonic
                          Meetings Permitted                 5
    Section III-6         Quorum and Majority Vote           5
    Section III-7         Unanimous Written Consent          6
    Section III-8         Committees - Formation and
                          Powers                             6
    Section III-9         Committee Minutes                  6
    Section III-10        Compensation                       6
    Section III-11        Indemnification of Directors,
                          Officers, Employees and Agents     6
    Section III-12        Directors Emeritus                10

ARTICLE IV NOTICES AND WAIVERS THEREOF
    Section IV-1          Notices                           10
    Section IV-2          Waiver of Notice                  10

ARTICLE V  OFFICERS
    Section V-1           Election of Officers              11
    Section V-2           Time of Election of Principal
                          Officers                          11
    Section V-3           Time of Election of Other
                          Officers                          11
    Section V-4           Salaries                          11
    Section V-5           Term of Office, Removal and
                          Filling of Vacancies              11
    Section V-5a          The Chairman of the Board         11
    Section V-6           The Chief Executive Officer       11
    Section V-7           The President                     12
    Section V-8           The Vice President                12
    Section V-9           The Secretary                     12
    Section V-10          The Assistant Secretary           12
    Section V-11          The Treasurer - Responsibility
                          for Funds                         12
    Section V-12          The Treasurer - Other Duties      12
    Section V-13          The Assistant Treasurer           12

ARTICLE VI CERTIFICATE OF STOCK
    Section VI-1          Right of Stockholder to
                          Certificate                       13
    Section VI-2          Facsimile Signature               13
    Section VI-3          Lost Certificates                 13
    Section VI-4          Transfer of Stock                 13
    Section VI-5          Record Date                       13
    Section VI-6          Registered Stockholders           14

ARTICLE VII               GENERAL PROVISIONS
    Section VII-1         Dividends - Declaration and
                          Payment                           14
    Section VII-2         Reserve Out of Funds Available
                          for Dividends                     14
    Section VII-3         Annual Report                     15
    Section VII-4         Execution of Documents            15
    Section VII-5         Undertakings and Commitments      15
    Section VII-6         Checks                            15
    Section VII-7         Representation of Shares of
                          Other Corporations                15
    Section VII-8         Fiscal Year                       15
    Section VII-9         Corporate Seal                    15

ARTICLE VIII AMENDMENT OF BY-LAWS
     Section VIII-1   Amendment                             16




                        GLOBAL MARINE INC.

                             BY-LAWS

                                                        


                            ARTICLE I

                             OFFICES


SECTION I-1 PRINCIPAL OFFICE:  The principal office shall be in the
City of Wilmington, County of New Castle, state of Delaware.

SECTION I-2 OTHER OFFICES:  The corporation may also have offices
at such other places both within and without the state of Delaware
as the Board of Directors may from time to time determine or the
business of the corporation may require.


                            ARTICLE II

                     MEETINGS OF STOCKHOLDERS


SECTION II-1 PLACE:  All meetings of the stockholders for the
election of directors shall be held at such place, within or
without the state of Delaware, as may be fixed from time to time by
the Board of Directors.  Meetings of stockholders for any other
purpose may be held at such time and place, within or without the
state of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

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. 

SECTION II-3 [DELETED].

SECTION II-4 STOCKHOLDER LIST:  The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at said meeting, arranged in
alphabetical order, and showing the address of and the number of
shares registered in the name of each stockholder.  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 ten 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, and the list shall be
produced and kept at the time and place of the meeting during the
whole time thereof, and subject to the inspection of any
stockholder who is present.

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.

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.

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. 

SECTION II-8 QUORUM:  The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business except as
otherwise provided by statute or by the Certificate of
Incorporation.  If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or represented.  At such adjourned meeting
at which a quorum shall be present or represented any business may
be transacted which might have been transacted at the meeting as
originally notified.

SECTION II-9 REQUIRED VOTE:  When a quorum is present at any
meeting, in all matters other than the election of directors, the
affirmative vote of the majority of 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, unless the
matter is one upon which by express provision of the statutes or of
the Certificate of Incorporation a different vote is required, in
which case such express provision shall govern and control the
decision of such matter.  In any election of directors at a meeting
when a quorum is present, the individual or individuals elected
shall be the nominee or nominees, equal in number to the position
or positions to be filled, who receives or receive a plurality of
the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of directors.

SECTION II-10 THE STOCKHOLDER VOTE:  Each stockholder shall at
every meeting of the stockholders be entitled to one vote in person
or by proxy for each share of the capital stock having voting power
held by such stockholder, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer
period.  At all elections of directors of the corporation each
stockholder having voting power shall be entitled to exercise the
right of cumulative voting as provided in the Certificate of
Incorporation.


                           ARTICLE III

                            DIRECTORS


SECTION III-1 NUMBER, QUALIFICATION, ELECTION, AND TERM OF OFFICE: 
The exact number of directors, within the limits stated in the
Certificate of Incorporation, shall be determined by resolution or
resolutions passed by a majority of the whole Board of Directors. 
If it is proposed to reduce the authorized number of directors
below five (5), the vote of stockholders holding more than eighty
percent (80%) of the voting power shall be necessary for such
reduction.  No person shall serve as a director of this corporation
who at the time of his or her election has reached his or her 70th
birthday unless such person was elected as a director at the annual
meeting of holders of common stock of this corporation held on May
18, 1979, in which case such person shall be entitled to serve as
a director without regard to any limitation of age.  Each director
shall serve for a term of office within the limits stated in the
Certificate of Incorporation.  Directors need not be stockholders.

SECTION III-2 LOCATION OF BOARD MEETING:  The Board of Directors of
the corporation may hold meetings, both regular and special, either
within or without the state of Delaware.

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.

SECTION III-4 REGULAR MEETINGS:  Regular meetings of the Board of
Directors may be held without notice at such time and at such place
as shall from time to time be determined by the Board.

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.

SECTION III-6 QUORUM AND MAJORITY VOTE:  At any meeting of the
Board or of any committee of the Board, one-third of the directors
holding office or one-third of the members constituting such
committee, as the case may be, shall constitute a quorum for the
transaction of business, provided however that a quorum for the
transaction of business at any meeting of a committee of the Board
shall not be less than two members.  The act of a majority of the
directors or members present at any meeting at which there is a
quorum shall be the act of the Board of Directors or such
committee, as the case may be, except as may be otherwise
specifically provided by statute or by the Certificate of
Incorporation.  If a quorum shall not be present at any meeting of
the Board of Directors or of any committee of the Board, the
directors or members present thereat may adjourn the meeting from
time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

SECTION III-7 UNANIMOUS WRITTEN CONSENT:  Unless otherwise
restricted by the Certificate of Incorporation or these By-laws,
any action required or permitted to be taken at a meeting of the
Board of Directors or of any committee thereof may be taken without
a meeting, if a written consent thereto is signed by all members of
the Board or of such committee as the case may be, and such written
consent or consents are filed with the minutes of proceedings of
the Board or committee.

SECTION III-8 COMMITTEES - FORMATION AND POWERS:  The Board of
Directors may designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which,
to the extent provided by the Board, shall have and may exercise
the powers of the Board of Directors in the management of the
business and affairs of the corporation and may authorize the seal
of the corporation to be affixed to all papers which may require
it.  Such committee or committees shall have such name or names as
may be determined from time to time by the Board of Directors.  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 the committee.  In the
absence or disqualification of a member of a committee, and in the
absence of a designation by the Board of Directors of an alternate
member to replace the absent or disqualified member, 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 absent or disqualified member.

SECTION III-9 COMMITTEE MINUTES:  Each committee shall keep regular
minutes of its meeting and report the same to the Board of
Directors when required.

SECTION III-10 COMPENSATION:  The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors and a retainer for their service
as directors.  No such payment shall preclude any director from
serving the corporation in any other capacity and receiving
compensation therefor.  Members of special or standing committees
may be allowed like compensation for attending committee meetings.

SECTION III-11 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND AGENTS:  (a)(i)  The corporation, to the full extent permitted,
and in the manner required by the laws of the state of Delaware, as
in effect at the time of the adoption of this revised Section III-
11 or as such laws may be amended from time to time, shall
indemnify any person who was or is made a party to or is threatened
to be made a party to any threatened, pending or completed action,
suit or proceeding (including any appeal thereof), whether civil,
criminal, administrative or investigative (other than an action by
or in the right of the corporation), by reason of the fact that
such person is or was a director or officer of the corporation, or,
if at a time when he was a director or officer of the corporation,
is or was serving at the request of the corporation as a director,
officer, partner, trustee, fiduciary, employee or agent (a
"Subsidiary Officer") of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise (an
"Affiliated Entity"), against expenses (including attorneys' fees),
costs, judgments, fines, penalties and amounts paid in settlement
actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith
and in a manner such person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful; provided, however, that
the corporation shall not be obligated to indemnify against any
amount paid in settlement unless the corporation has consented to
such settlement, which consent shall not be unreasonably withheld. 
The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of NOLO CONTENDERE or
its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, that such person had reasonable cause to believe that
his conduct was unlawful.  Notwithstanding anything to the contrary
in the foregoing provisions of this subparagraph (i) and except for
any action, suit or proceeding brought on behalf of a person to
enforce the right to indemnification hereunder or otherwise, a
person shall not be entitled, as a matter of right, to
indemnification pursuant to this subparagraph (i) against costs or
expenses incurred in connection with any action, suit or proceeding
commenced by such person against any person who is or was a
director, officer, fiduciary, employee or agent of the corporation
or a Subsidiary Officer of an Affiliated Entity, but such
indemnification may be provided by the corporation in any specific
case as permitted by paragraph (f) of this Section III-11.

    (ii)  The corporation may indemnify any employee or agent of
the corporation in the manner and to the extent that it shall
indemnify any director or officer under this paragraph (a),
including indemnity in respect of service at the request of the
corporation as a Subsidiary Officer of an Affiliated Entity.

    (b)(i)  The corporation, to the full extent permitted, and in
the manner required by the laws of the state of Delaware, as in
effect at the time of the adoption of this Section III-11 or as
such laws may be amended from time to time, shall indemnify any
person who was or is made a party to or is threatened to be made a
party to any threatened, pending or completed action or suit
(including any appeal thereof) brought in the right of the
corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer of the
corporation, or, if at a time when he was a director or officer of
the corporation, is or was serving at the request of the
corporation as a Subsidiary Officer of an Affiliated Entity,
against expenses (including attorneys' fees) and costs actually and
reasonably incurred by such person in connection with such action
or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation
unless, and except to the extent that, the Court of Chancery of the
state of Delaware or the court in which such judgment was rendered
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses and costs as the Court of Chancery of the state of
Delaware or such other court shall deem proper.  Notwithstanding
anything to the contrary in the foregoing provisions of this
subparagraph (b)(i), a person shall not be entitled, as a matter of
right, to indemnification pursuant to this subparagraph (b)(i)
against costs and expenses incurred in connection with any action
or suit in the right of the corporation commenced by such person,
but such indemnification may be provided by the corporation in any
specific case as permitted by paragraph (f) of this Section III-11.

    (ii)  The corporation may indemnify any employee or agent of
the corporation in the manner and to the extent that it shall
indemnify any director or officer under this paragraph (b),
including indemnity in respect of service at the request of the
corporation as a Subsidiary Officer of an Affiliated Entity.

    (c)  Any indemnification under paragraph (a) or (b) of this
Section III-11 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper under the circumstances because such
person has met the applicable standard of conduct set forth in
paragraph (a) or (b) of this Section III-11.  Such determination
shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to the
action, suit or proceeding in respect of which indemnification is
sought or by majority vote of the members of a committee of the
Board of Directors composed of at least three members each of whom
is not a party to such action, suit or proceeding, or (ii) if such
a quorum is not obtainable and/or such a committee is not
established or obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in
a written opinion, or (iii) by the stockholders.  In the event a
request for indemnification is made by any person referred to in
subparagraph (i) of paragraph (a) or subparagraph (i) of paragraph
(b), the corporation shall cause such determination to be made not
later than 60 days after such request is made.

    (d)(i)  Notwithstanding the other provisions of this Section
III-11, to the extent that a director, officer, employee or agent
of the corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in
paragraph (a) or (b) of this Section III-11, or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) and costs actually and
reasonably incurred by such person in connection therewith.

    (ii)  To the extent any person who is or was a director or
officer of the corporation has served or prepared to serve as a
witness in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, or in any investigation by the
corporation or the Board of Directors thereof or a committee
thereof or by any securities exchange on which securities of the
corporation are or were listed or any national securities
association, by reason of his services as a director or officer of
the corporation or, if at a time when he was a director or officer
of the corporation, is or was serving at the request of the
corporation as a Subsidiary Officer of an Affiliated Entity, the
corporation shall indemnify such person against expenses (including
attorneys' fees) and costs actually and reasonably incurred by such
person in connection therewith within 30 days after the receipt by
the corporation from such person of a statement requesting such
indemnification, averring such service and reasonably evidencing
such expenses and costs.  The corporation may indemnify any
employee or agent of the corporation to the same extent it is
required to indemnify any director or officer of the corporation
pursuant to the foregoing sentence of this paragraph.

    (e)(i)  Expenses and costs incurred by any person referred to
in subparagraph (i) of paragraph (a) or subparagraph (i) of
paragraph (b) of this Section III-11 in defending a civil,
criminal, administrative or investigative action, suit or
proceeding shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if
it shall ultimately be determined that such person is not entitled
to be indemnified by the corporation as authorized by this Section
III-11.

    (ii)  Expenses and costs incurred by any person referred to in
subparagraph (ii) of paragraph (a) or subparagraph (ii) of
paragraph (b) of this Section III-11 in defending a civil,
criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the
Board of Directors, a committee thereof or an officer of the
corporation or a committee thereof authorized to so act by the
Board of Directors upon receipt of an undertaking by or on behalf
of such person to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by
the corporation as authorized by this Section III-11.

    (f)  The provision of indemnification to or the advancement of
expenses and costs to any person under this Section III-11, or the
entitlement of any person to indemnification or advancement of
expenses and costs under this Section III-11, shall not limit or
restrict in any way the power of the corporation to indemnify or
advance expenses and costs to such person in any other way
permitted by law or be deemed exclusive of any right to which any
person seeking indemnification or advancement of expenses and costs
may be entitled under any law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such
person's capacity as an officer, director, employee or agent of the
corporation and as to action in any other capacity while holding
any such position.

    (g)  The indemnification provided or permitted under this
Section III-11 shall apply in respect of any expense, costs,
judgment, fine, penalty or amount paid in settlement, whether or
not the claim or cause of action in respect thereof accrued or
arose before or after the effective date of this revised Section
III-11.  The right of any person who is or was a director, officer,
employee or agent of the corporation to indemnification and advance
payment of expenses and costs under this Section III-11 shall
continue after he shall have ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs,
distributees, executors, administrators and other legal
representatives of such person.

    (h)  This Section III-11 shall be deemed to create a binding
obligation on the part of the corporation to its current and former
officers and directors and their heirs, distributees, executors,
administrators and other legal representatives, and each director
or officer in acting in such capacity shall be entitled to rely on
the provisions of this Section III-11, without giving notice
thereof to the corporation.

    (i)  The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a Subsidiary Officer of any Affiliated Entity,
against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's
status as such, whether or not the corporation would have the power
to indemnify such person against such liability under the
provisions of this Section III-11 or applicable law.

    (j)(i)  For purposes of this Section III-11, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger which, if
its corporate existence had continued, would have been permitted
under applicable law to indemnify its directors, officers,
employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a
Subsidiary Officer of any Affiliated Entity, shall stand in the
same position under the provisions of this Section III-11 with
respect to the resulting or surviving corporation as such person
would have with respect to such constituent corporation if its
separate existence had continued.

    (ii)  For purposes of this Section III-11, references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; references to "serving at the
request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed
to the best interest of the corporation" as referred to in this
Section III-11.

SECTION III-12 DIRECTORS EMERITUS:  The Board of Directors may,
from time to time, elect one or more Directors Emeritus, each of
whom shall serve until the first meeting of the Board next
following the annual meeting of stockholders or until his earlier
resignation or removal by the Board.  Directors Emeritus shall
serve as advisors and consultants to the Board of Directors, shall
be invited to attend all meetings of the Board and may participate
in all discussions occurring during such meetings.  Directors
Emeritus shall not be privileged to vote on matters brought before
the Board and shall not be counted for the purpose of determining
whether a quorum of the Board is present.


                            ARTICLE IV

                   NOTICES AND WAIVERS THEREOF


SECTION IV-1 NOTICES:  Whenever under the provisions of these By-
laws notice is required to be given to any stockholder, director or
officer, such notice may be written, oral or by any other mode of
notice unless otherwise provided by law, the Certificate of
Incorporation or these By-laws.  If given by United States mail,
notice is given when deposited in the United States mail, postage
prepaid, directed to such stockholder, director, or officer at his
address as it appears on the records of the corporation, or in
default of other address, to such stockholder, director, or officer
at the general post office in the City of Wilmington, County of New
Castle, Delaware.

SECTION IV-2 WAIVER OF NOTICE:  Whenever any notice whatever is
required to be given by law, or under the provisions of the
Certificate of Incorporation, or of these By-laws, a waiver thereof
in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be
deemed equivalent to receipt of such required notice.



                            ARTICLE V

                             OFFICERS


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.

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.

SECTION V-3 TIME OF ELECTION OF OTHER OFFICERS:  The Board of
Directors may appoint such other officers and agents as it shall
deem necessary who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.

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.

SECTION V-5 TERM OF OFFICE, REMOVAL AND FILLING OF VACANCIES:  The
officers of the corporation shall hold office until their
successors are chosen and qualify.  Any officer elected or
appointed by the Board of Directors may be removed at any time by
the affirmative vote of a majority of the Board of Directors.  Any
vacancy occurring in any office of the corporation shall be filled
by the Board of Directors.

SECTION V-5a THE CHAIRMAN OF THE BOARD:  The Chairman of the Board
shall preside at all meetings of the Board of Directors, and shall
exercise and 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.

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.

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.

SECTION V-8 THE VICE PRESIDENT:  The Vice President, or if there
shall be more than one, the Vice Presidents in the order determined
by the Board of Directors, shall in the absence or disability of
the President, perform the duties and exercise the powers of the
President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

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.

SECTION V-10 THE ASSISTANT SECRETARY:  The Assistant Secretary, or
if there be more than one, the Assistant Secretaries in the order
determined by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to
time prescribe.

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.

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.

SECTION V-13 THE ASSISTANT TREASURER:  Each Assistant Treasurer
shall assist the Treasurer and, in the absence or disability of the
Treasurer, any Assistant Treasurer may perform the duties of the
Treasurer unless and until the contrary is expressed by the Board,
and shall perform such other duties as may be prescribed by the
Board or the Treasurer.



                            ARTICLE VI

                       CERTIFICATE OF STOCK


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.

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.

SECTION VI-3 LOST CERTIFICATES:  The Board of Directors may direct
a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation
alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of
stock to be lost or destroyed.  When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in
such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.

SECTION VI-4 TRANSFER OF STOCK:  Upon surrender to the corporation
or the transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the
transaction upon its books.

SECTION VI-5 RECORD DATE:  (a)  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, 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 shall
not be more than sixty nor less than ten days before the date of
such meeting.  If no record date is fixed by the Board of
Directors, 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.  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.

    (b)  In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders
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, and which record date shall be
not more than sixty days prior to such action.  If no record date
is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

    (c)  In each case when a record date has been duly fixed, such
stockholders and only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to notice of and to
vote at the meeting of stockholders and any adjournment thereof, or
to receive payment of the dividend or other distribution, or to
receive the allotment of rights, or to exercise the rights or
participate in the other action, as the case may be,
notwithstanding any transfer of any stock on the books of the
corporation after such record date is fixed.

SECTION VI-6 REGISTERED STOCKHOLDERS:  The corporation shall be
entitled to recognize the exclusive right of a person registered on
its books as the owner of shares to receive dividends, and to vote
as such owner, and 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
Delaware.


                           ARTICLE VII

                        GENERAL PROVISIONS


SECTION VII-1 DIVIDENDS - DECLARATION AND PAYMENT:  Dividends upon
the capital stock of the corporation, subject to the provisions of
the Certificate of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting pursuant to
law.  Dividends may be paid in cash, in property, or in shares of
the capital stock of the corporation, subject to the provisions of
the Certificate of Incorporation.

SECTION VII-2 RESERVE OUT OF FUNDS AVAILABLE FOR DIVIDENDS:  Before
payment of any dividend, there may be set aside out of any funds of
the corporation available for dividends such sum or sums as the
directors from time to time in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing and maintaining any property
of the corporation, or for such other purpose as the directors
think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in
which it was created.

SECTION VII-3 ANNUAL REPORT:  The Board of Directors shall cause an
annual report to be sent to the stockholders, not later than three
months after the close of the fiscal year, but at least fifteen
days in advance of the annual meeting of stockholders, such report
to include a balance sheet as of such closing date and a statement
of income and profit and loss for the year ended on such closing
date.

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.

SECTION VII-5 UNDERTAKINGS AND COMMITMENTS:  No undertaking,
commitment, contract, instrument or document shall be binding upon
the corporation unless previously authorized or subsequently
ratified by the Board of Directors or executed by an officer or
officers or an agent or agents of the corporation acting under
powers conferred by the Board of Directors or by these By-laws.

SECTION VII-6 CHECKS:  All checks, notes and other obligations for
collection, deposit or transfer, and all checks and drafts for
disbursement from company funds, and all bills of exchange and
promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be endorsed or signed
by such officer or officers, agent or agents, as shall be thereunto
authorized from time to time by the Board of Directors.

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.

SECTION VII-8 FISCAL YEAR:  The fiscal year of the corporation
shall end the thirty-first day of December in each year.

SECTION VII-9 CORPORATE SEAL:  The corporate seal shall have
inscribed thereon the name of the corporation, the year of its
organization and the words "Corporate Seal, Delaware."  The seal
may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.





                           ARTICLE VIII

                       AMENDMENT OF BY-LAWS


SECTION VIII-1 AMENDMENT:  These By-laws may be altered or repealed
at any meeting of the stockholders or of the Board of Directors.