EXHIBIT  3.1

             RESTATED CERTIFICATE OF CERTIFICATE OF INCORPORATION
                                    OF
                        DOVER INVESTMENTS CORPORATION


        Dover Investments Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

        A.  The name of the corporation is Dover Investments Corporation.
The corporation was originally incorporated under the name of Homestead
Financial Corporation.  The date of filing of its original Certificate of
Incorporation with the Secretary of State of the State of Delaware was August
11, 1986.

        B.  This Restated Certificate of Incorporation restates and
integrates and further amends the Restated Certificate of Incorporation,
as amended, of the corporation.

        C.  The text of the Restated Certificate of Incorporation as amended
and supplemented shall be and read in full as follows:

            FIRST:  The name of the corporation is Dover Investments
Corporation.

            SECOND:  The address of the registered office of the corporation
in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle.  The name of its registered
agent at that address is The Corporation Trust Company.

            THIRD:  The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

            FOURTH:  (a)  The aggregate number of shares which the corporation
is authorized to issue is 3,000,000 shares, all which shall be shares of
Common Stock, $.01 par value per share (the "Common Stock"), of which 2,000,000
shall be shares of Class A Common Stock, $.01 par value per share ("Class A
Common Stock"), and 1,000,000 shall be shares of Class B Common Stock, $.01 par
value per share ("Class B Common Stock").

            (b) Common Stock.  The relative voting, dividend, liquidation and
other rights, preferences and limitations or restrictions of the Class A
Common Stock and Class B Common Stock are stated in this Certificate of
Incorporation as follows:

            (i) Voting.  Except as otherwise required by Article EIGHTH or
            NINTH or by applicable law, voting power shall be divided between
            the holders of Class A Common Stock and Class B Common Stock of
            the corporation as follows:

                (A) With respect to the election of directors, holders of
            Class A Common Stock, voting as a separate class, shall be
            entitled to elect that number of directors which constitutes
            twenty-five percent (25%) of the authorized number of members
            of the Board of Directors of the corporation and, if such twenty-
            five percent (25%) is not a whole number, then the holders of
            Class A Common Stock shall be entitled to elect the next higher
            whole number of directors that is at least twenty-five percent
            (25%) of the authorized number of members of the Board of
            Directors of the corporation.  The holders of the Class B Common
            Stock, voting as a separate class, shall be entitled to elect
            the remaining directors.

                (B) The holders of Class A Common Stock shall be entitled to
            vote as a separate class on the removal, with or without cause,
            of any director elected exclusively by the holders of Class A
            Common Stock and the holders of Class B Common Stock shall be
            entitled to vote as a separate class on the removal, with or
            without cause, of any director elected exclusively by the holders
            of Class B Common Stock.

                (C) If, on the record date for any meeting of stockholders at
            which directors are to be elected, the number of outstanding
            shares of Class B Common Stock is less than twelve and one-half
            percent (12.50%) of the total number of shares of Common Stock of
            both classes then outstanding, then the holders of Class A
            Common Stock shall be entitled to vote with the holders of Class
            B Common Stock as a single class (with the respective number of
            votes per share provided by paragraph (b)(i)(D) of this Article
            FOURTH) to elect all of the directors not elected exclusively by
            the holders of Class A Common Stock as provided by paragraph
            (b)(i)(A) of this Article FOURTH.

                (D) At every meeting of stockholders, every holder of Class A
            Common Stock shall be entitled to one vote for every share of
            Class A Common Stock standing in such stockholder's name on the
            record of stockholders and every holder of Class B Common Stock
            shall be entitled to ten votes for every share of Class B
            Common Stock standing in such stockholder's name on the record
            of stockholders.

                (E) Except as otherwise required by applicable law or any
            other provision of this Certificate of Incorporation, holders of
            Class A Common Stock and Class B Common Stock shall vote together
            as a single class on all matters submitted to the stockholders
            for a vote, including any amendment to this Certificate of
            Incorporation which would increase or decrease the number of
            authorized shares of Class A Common Stock and Class B Common Stock.

                (F) If, at any time, there shall be shares of only one class
            of Common Stock issued and outstanding, the holders of such class
            shall be entitled to elect the entire Board of Directors.

            (ii)    Dividends.  (A) Subject to any other provisions of this
        Certificate of Incorporation, holders of Class A Common Stock and
        Class B Common Stock shall be entitled to receive such dividends and
        other distributions in cash, stock or property of the corporation as
        may be declared thereon by the Board of Directors from time to time
        out of assets or funds of the corporation legally available therefor;
        provided, however, that during any calendar year, no cash dividends
        may be paid on Class B Common Stock unless the corporation shall have
        paid cash dividends with respect to Class A Common Stock, either
        concurrently or previously during such calendar year, in an amount per
        share not less than 10% greater than the aggregate cash dividends per
        share, if any, paid by the corporation on Class B Common Stock during
        such calendar year.

                (B) No distribution or dividend payable in Class A Common Stock
            may be declared on Class A Common Stock unless a distribution or
            dividend payable in Class B Common Stock at the same time and at
            the same rate per share is concurrently declared on Class B
            Common Stock then outstanding.  No distribution or dividend
            payable in Class B Common Stock may be declared on Class B
            Common Stock unless a distribution or dividend payable in Class A
            Common Stock at the same time and at the same rate per share is
            concurrently declared on Class A Common Stock then outstanding.
            So long as shares of both Class A Common Stock and Class B Common
            Stock shall remain outstanding, no dividend or distribution
            payable in property or securities of any other class or kind of
            the corporation shall be declared or paid on either of such classes
            unless a dividend equal in kind and amount on a per share basis
            and payable at the same time is concurrently declared on the other
            class.  No split-up, combination or other reclassification of the
            shares of Class A Common Stock or Class B Common Stock into a
            different number of shares of such class shall be made unless a
            split-up, combination or other reclassification of the shares of
            the other class then outstanding, if any, into a different number
            of shares of such other class if made at the same time and at the
            same rate per share.

            (iii)   Conversion Rights.  (A) Subject to the terms and conditions
        of this Article FOURTH, each share of Class B Common Stock shall be
        convertible at any time, at the option of the respective holder
        thereof, at the office of any transfer agent for Class B
        Common Stock, and at such other place or places, if any, as the Board
        of Directors may designate, or, if the Board of Directors shall fail
        so to designate, at the principal office of the corporation (to the
        attention of the Secretary of the corporation), into one fully paid
        and non-assessable share of Class A Common Stock.  Upon conversion,
        the corporation shall make no payment or adjustment on account of
        dividends accrued or in arrears on Class B Common Stock surrendered
        for conversion or on account of any dividends on the Class A Common
        Stock issuable on such conversion.  Before any holder of Class B
        Common Stock shall be entitled to convert the same into Class A Common
        Stock, such holder shall surrender the certificate or certificates for
        such Class B Common Stock at the office of said transfer agent
        (or other place as provided above), which certificate or
        certificates, if the corporation shall so request, shall be duly
        endorsed to the corporation or in blank or accompanied by proper
        instruments of transfer to the corporation or in blank
        (such endorsements or instruments of transfer to be in a form
        satisfactory to the corporation), and shall give written notice to the
        corporation at said office that such holder elects so to convert said
        Class B Common Stock in accordance with the terms of this
        subsection (b)(iii)(A), and shall state in writing therein the name
        or names in which such holder wishes the certificate or certificates
        for Class A Common Stock to be issued.  Every such notice of election
        to convert shall constitute a contract between the holder of
        such Class B Common Stock and the corporation, whereby the holder of
        such Class B Common Stock shall be deemed to subscribe for the amount
        of Class A Common Stock which such holder shall be entitled to
        receive upon such conversion, and, in satisfaction of such
        subscription, to deposit the Class B Common Stock to be converted and
        to release the corporation from all liability thereunder, and thereby
        the corporation shall be deemed to agree that the surrender of the
        certificate or certificates therefor and the extinguishment of
        liability thereon shall constitute full payment of such subscription
        or Class A Common Stock to be issued upon such conversion.
        The corporation will as soon as practicable after such deposit of a
        certificate or certificates for Class B Common Stock issue and deliver
        at the office of said transfer agent (or other place as provided
        above) to the person for whose account such Class B Common Stock was
        so surrendered, or to such holder's nominee or nominees, a certificate
        or certificates for the number of full shares of Class A Common
        Stock to which such holder shall be entitled as aforesaid.  Subject
        to the provisions of subsection (b)(iii)(C) below, such conversion
        shall be deemed to have been made as of the date of such surrender of
        Class B Common Stock to be converted, and the person or
        persons entitled to receive the Class A Common Stock issuable upon
        conversion of the Class B Common Stock shall be treated for all
        purposes as the record holder or holders of such Class A Common Stock
        on such date.

                (B) The issuance of certificates for shares of Class A Common
            Stock upon conversion of shares of Class B Common Stock shall be
            made without charge for any stamp or other similar tax in respect
            of such issuance.  However, if any such certificate is to be
            issued in a name other than that of the holder of the share or
            shares of Class B Common Stock converted, the person or persons
            requesting the issuance thereof shall pay to the corporation the
            amount of any tax which may be payable in respect of any transfer
            involved in such issuance or shall establish to the
            satisfaction of the corporation that such tax has been paid.

                (C) The corporation shall not be required to convert Class B
            Common Stock, and no surrender of Class B Common Stock shall be
            effective for that purpose, while the stock transfer books of the
            corporation are closed for any purpose; but the surrender of Class
            B Common Stock for conversion during any period while such books
            are so closed shall become effective for conversion
            immediately upon the reopening of such books, as if the conversion
            had been made on the date such Class B Common Stock was surrendered.


                (D) The corporation shall at all times reserve and keep
            available, out of its authorized and unissued shares, solely for
            the purpose of effecting the conversion of Class B Common Stock,
            such number of shares of Class A Common Stock as shall
            from time to time be sufficient to effect the conversion of all
            shares of Class B Common Stock which at any such times are
            convertible.

            (iv)    Liquidation Rights.  In the event of any merger or
        consolidation to which the corporation is a party, the Class A Common
        Stock and the Class B Common Stock shall be of equal rank and shall
        entitle the holders thereof to equal rights and privileges.  In the
        event of a dissolution or liquidation of the corporation, or a sale
        of all its assets, whether voluntary or involuntary, or in the event
        of its insolvency or upon any distribution of its capital, the Class
        A Common Stock and the Class B Common Stock shall be of equal rank
        and shall entitle the holders thereof to equal rights and privileges.

            (v) Restriction on Issuance of Class B Common Stock.  Except as
        otherwise expressly provided in this paragraph (b)(v) of Article
        FOURTH, the corporation shall not issue any authorized shares of Class
        B Common Stock unless such issuance, or a transaction contemplating
        such issuance, shall have been approved or authorized by the
        affirmative vote of the holders of not less than a majority of the
        outstanding shares of Class A Common Stock present in person or by
        proxy, voting as a separate class, at a meeting of the stockholders
        of the corporation at which such issuance or transaction is
        voted upon.  Notwithstanding the foregoing, the corporation may issue
        authorized shares of Class B Common Stock, without the vote of the
        Class A Common Stock described above:

                (A) to officers, directors or employees of the corporation or
            any direct or indirect subsidiary of the corporation pursuant to
            any stock grant, stock option, stock purchase or other employee
            benefit plan or agreement; and

                (B) subject to paragraph (b)(ii)(B) of Article FOURTH, pursuant
            to any stock split with respect to the Class B Common Stock, or
            stock dividend or distribution payable in Class B Common Stock.

            In addition, subsequent to the effective date of the Agreement
        and Plan of Merger between the corporation and Homestead Financial
        Corporation, a California corporation, the corporation may from time
        to time issue, without the vote of the Class A Common Stock described
        above, an aggregate of 750,000 shares of Class B Common Stock.

            FIFTH:  In furtherance and not in limitation of the powers
conferred by law, the Board of Directors shall have power to make, alter,
amend and repeal the by-laws (except so far as the by-laws adopted by the
stockholders shall otherwise provide).  Any by-laws made by the Board of
Directors under the powers conferred hereby may be altered, amended or
repealed by the Board of Directors or by the stockholders.

            SIXTH:  (a)  The business and affairs of the corporation shall
be managed by the Board of Directors of the corporation.

            (b)  The number of directors which shall constitute the whole
Board of Directors of the corporation shall be as specified in the by-laws of
the corporation.

            (c)  To the fullest extent permitted by the General Corporation
Law of the State of Delaware, newly created directorships resulting from any
increase in the number of directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or
other cause shall be filled by the affirmative vote of a majority of the
remaining directors then in office (and not by stockholders), even though less
than a quorum of the Board of Directors.  Any director elected in accordance
with the preceding sentence shall hold office until the next election of
directors by the stockholders and until such director's successor shall have
been elected and qualified.  No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any
incumbent director.  The foregoing notwithstanding, for so long as shares of
Class A Common Stock and Class B Common Stock shall remain outstanding:
(i) any vacancy in the office of a director elected exclusively by the holders
of Class A Common Stock may be filled by a vote of the holders of Class A
Common Stock voting as a separate class; (ii) any vacancy in the office of a
director elected exclusively by the holders of Class B Common Stock may be
filled by a vote of the holders of Class B Common Stock voting as a separate
class; and (iii) the Board of Directors may be enlarged by the Board of
Directors only to the extent that at least twenty-five percent (25%) of the
enlarged Board of Directors consists of directors elected by the holders of
Class A Common Stock as provided by paragraph (b)(i)(A) of Article FOURTH or
by persons appointed to fill vacancies resulting from such increase
created by the death, resignation, disqualification, removal or other cause
of directors elected or to be elected exclusively by the holders of
Class A Common Stock.

            (d)  To the fullest extent permitted by the General Corporation
Law of the State of Delaware, a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.  Any repeal or modification of
this paragraph by the stockholders of the corporation shall be prospective
only, and shall not adversely affect any limitation on the personal liability
of a director of the corporation with respect to any act or omission occurring
prior to the time of such repeal or modification.

            SEVENTH:  (a)  Advance notice of stockholder nominations for the
election of directors shall be given in the manner provided in the by-laws of
the corporation.

            (b)  Election of directors need not be by written ballot unless
the by-laws of the corporation shall so provide.

            EIGHTH:  (a)  In addition to any affirmative vote required by law,
this Certificate of Incorporation, any resolution or resolutions adopted by
the Board of Directors pursuant to its authority under Article FOURTH of this
Certificate of Incorporation, any agreement with any national securities
exchange or otherwise, any Business Combination involving the corporation or any
Subsidiary and any Related Person or any Affiliate or Associate of a Related
Person shall be subject to approval or authorization in the manner provided by
this Article EIGHTH.  Certain capitalized terms used herein are defined in
paragraph (d) of this Article EIGHTH.

            (b)  Except as otherwise expressly provided in paragraph (c) of
this Article EIGHTH, no Business Combination shall be consummated or effected,
either directly or indirectly, unless such Business Combination shall have
been approved or authorized by the affirmative vote of the holders of not less
than sixty-six and two-thirds percent (66.666%) of the outstanding shares of
Voting Stock which are not Beneficially Owned by any Related Person or an
Affiliate or Associate of such Related Person, voting together as a single
class (it being understood that for purposes of this Article EIGHTH, each
share of Voting Stock shall have one vote, notwithstanding any provision
contained in Article FOURTH to the contrary), notwithstanding the fact that
no vote for such transaction or approval by some lesser percentage of
stockholders may be required or specified by law, this Certificate of
Incorporation, any resolution or resolutions adopted by the Board or Directors
of the corporation pursuant to its authority under Article FOURTH of this
Certificate of Incorporation, any agreement with any national securities
exchange or otherwise.

            (c)  The approval or authorization of any Business Combination in
the manner provided for by paragraph (b) of this Article EIGHTH shall not be
required if all the conditions specified in either paragraph (c)(i) or
paragraph (c)(ii) of this Article EIGHTH are satisfied:

            (i) such Business Combination shall have been expressly approved
            by not less than two-thirds of the Continuing Directors, either
            in advance of or subsequent to a Related Person having become a
            Related Person; or

            (ii)    all of the conditions specified in the following clauses
            shall have been met:

                (A) the Fair Market Value as of the Consummation Date of the
            consideration to be received per share of each class or series of
            Capital Stock by Disinterested Stockholders in the Business
            Combination is not less than the Highest Per Share Price (it being
            understood that the provisions of this subparagraph
            (c)(ii)(A) shall be required to be met with respect to every
            class or series of the outstanding Capital Stock, whether or not
            the Related Person has previously acquired any shares of a
            particular series or class of Capital Stock); and

                (B) the form of consideration to be received by Disinterested
            Stockholders in the Business Combination shall be United States
            currency or the form of consideration used by the Related Person
            in acquiring the largest aggregate number of shares of the
            Capital Stock that such Related Person has previously acquired;
            and

                (C) after such Related Person has become a Related Person and
            prior to the Consummation Date:  (1) except as approved by not
            less that two-thirds of the Continuing Directors, there shall have
            been no failure to declare and pay at the regular date therefor
            any full quarterly dividends (whether or not cumulative) on the
            outstanding Capital Stock; (2) there shall have been (a) no
            reduction in the annual rate of dividends paid on the Class A
            Common Stock or Class B Common Stock (except as necessary to
            reflect any subdivision of the Class A Common Stock or the
            Class B Common Stock, as the case may be), except as approved by
            not less than two-thirds of the Continuing Directors, and (b) an
            increase in such annual rate of dividends as necessary to reflect
            any reclassification (including any reverse stock split),
            recapitalization, reorganization or any similar transaction which
            has the effect of reducing the number of outstanding shares of the
            Class A Common Stock or the Class B Common Stock, unless the
            failure so to increase such annual rate is approved by not less
            than two-thirds of the Continuing Directors; and (3) such
            Related Person shall have not become the beneficial owner of any
            additional shares of Voting Stock except as part of the transaction
            which results in such Related Person becoming a Related Person;
            and

                (D)  after such Related Person has become a Related Person,
            such Related Person shall not have received the benefit, directly
            or indirectly (except proportionately as a stockholder of the
            corporation of in the ordinary course of business), of any loans,
            advances guarantees, pledges or other financial assistance or
            tax advantages provided by the corporation or any Subsidiary,
            whether in anticipation of or in connection with such Business
            Combination or otherwise: and

                (E)  a proxy or information statement describing the proposed
            Business Combination and complying with the requirements of the
            Act as then in effect shall have been mailed to all Disinterested
            Stockholders at least thirty (30) days prior to the date of the
            stockholders' meeting at which such Business Combination is to be
            considered (whether or not a proxy or information statement is
            required to be mailed pursuant to the Act) and such proxy or
            information statement shall have contained at the front thereof,
            in a prominent place, such recommendations and other relevant
            information concerning the Business Combination as a majority of
            the Continuing Directors may determine so to include.

            (d)  For the purposes of this Article EIGHTH:

            (i)  The term "Act" shall mean the Securities Exchange Act of
        1934, as amended, and the rules and regulations promulgated thereunder,
        or any similar United States statute enacted to supersede or
        supplement the Act.

            (ii)  The term "Affiliate" shall have the meaning ascribed to it
        in Rule 12b-2 under the Act, as in effect on December 3, 1986, and
        shall include any Person that, after giving effect to a Business
        Combination, would become an Affiliate, but shall not include the
        corporation or any subsidiary.

            (iii)  The term "Announcement Date" shall mean the date of the
        first public announcement of a proposed Business Combination.

            (iv)  The term "Associate" shall have the meaning ascribed to it
        in Rule 12b-2 under the Act as in effect on December 3, 1986 (the
        term "registrant", as used in such Rule 12b-2, meaning in this case
        the corporation), and shall include any Person that, after giving
        effect to a Business Combination, would become an Associate, but shall
        not include the corporation or any subsidiary.

            (v)  The terms "Beneficial Owner" or "Beneficially Owned" shall
        mean, or refer to stock ownership by, any Person who beneficially owns
        any Voting Stock within the meaning ascribed in Rule 13d-3 under the
        Act as in effect on December 3, 1986 or who has the right to acquire
        any such beneficial ownership (whether or not such right is
        exercisable immediately, with the passage of time or subject to any
        condition) pursuant to any agreement, contract, arrangement or
        understanding or upon the exercise of any conversion, exchange or
        other right, warrant or option, or otherwise.  A Person shall be
        deemed the Beneficial Owner of all Capital Stock of which any
        Affiliate or Associate of such Person is the Beneficial Owner.

            (vi)  The term "Business Combination" shall mean any (A) merger
        or consolidation of the corporation or a Subsidiary with or into a
        Related Person or any other corporation which is, or after such merger
        or consolidation would be, an Affiliate or Associate of a
        Related Person; (B) sale, lease, exchange, mortgage, pledge, transfer
        or other disposition (in one transaction or a series of transactions)
        to or with any Related Person or any Affiliate or Associate of any
        Related Person, of all or any Substantial Amount of the assets
        of the corporation, one or more Subsidiaries, or the corporation and
        one or more Subsidiaries, other than in the ordinary course of
        business; (C) adoption of any plan or proposal for the liquidation or
        dissolution of the corporation proposed by or on behalf of a
        Related Person or any Affiliate or Associate of any Related Person;
        (D) sale, lease, exchange, mortgage, pledge, transfer or other
        disposition (in one transaction or a series of transactions) to the
        corporation, one or more Subsidiaries or the corporation and one or
        more Subsidiaries (in one transaction or a series of transactions) of
        all or any Substantial Amount of the assets of a Related Person or
        any Affiliate or Associate of any Related Person, other than in the
        ordinary course of business; (E) issuance, pledge or transfer of
        securities of the corporation, one or more Subsidiaries, or the
        corporation and one or more Subsidiaries, (in one transaction or a
        series of transactions) to or with a Related Person or any Affiliate
        or Associate of any Related Person in exchange for a Substantial
        Amount of cash, securities or other property (or a combination
        thereof), except any issuance, pledge or transfer of such securities
        to any such Person if such Person is acting as an underwriter
        with respect to such securities; (F) reclassification of securities
        (including any reverse stock split) or recapitalization of the
        corporation, any merger or consolidation of the corporation with or
        into one or more Subsidiaries, or any other transaction that would
        have the effect, either directly or indirectly, of increasing the
        proportionate voting power or the proportionate share of any class of
        equity or convertible securities of the corporation or any Subsidiary
        which is directly or indirectly Beneficially Owned by any
        Related Person or any Affiliate or Associate of any Related Person;
        (G) agreement, contract or other arrangement providing for any of the
        transactions described in this definition of Business Combinations;
        and (H) any series of transactions that not less than
        two-thirds of the Continuing Directors determine are related and,
        if taken together, would constitute a Business Combination under this
        definition of Business Combination.

            (vii)  The term "Capital Stock" shall mean all capital stock of
        any class of the corporation authorized to be issued from time to
        time under the Certificate of Incorporation, whether now or hereafter
        outstanding.

            (viii)  The term "Consummation Date" shall mean the date of the
        consummation of the Business Combination.

            (ix)  The term "Continuing Director" shall mean any member of the
        Board of Directors of the corporation who is not the Related Person,
        and not an Affiliate, Associate, representative or nominee of the
        Related Person or of such an Affiliate or Associate, that
        is involved in the relevant Business Combination, and (A) was a member
        of the Board of Directors prior to the Determination Date with respect
        to such Related Person or (B) whose initial election as a director of
        the corporation succeeds a Continuing Director and was recommended by
        a majority vote of the Continuing Directors then in office; provided,
        that, in either case, such Continuing Director shall have continued
        in office after becoming a Continuing Director.

            (x)  The term "Determination Date" shall mean the date and time
        at which a Person became a Related Person.;

            (xi)  The term "Disinterested Stockholder" shall mean a holder of
        shares of a particular class or series of Capital Stock who is not
        (A) a Related Person with or for the benefit of whom a Business
        Combination is proposed to be consummated or (B) an Affiliate or
        Associate of such Related Person.

            (xii)  The term "Fair Market Value" shall mean (A) in the case of
        United States currency, the amount thereof; (B) in the case of stock
        and other securities, the highest closing sales price during the
        30-day period immediately preceding the date in question of
        a share or trading unit of such stock or security on the Composite
        Tape for New York Stock Exchange -- Listed Stocks, or, if such stock
        or security is not listed on the New York Stock Exchange, on the
        principal United States securities exchange registered under
        the Act on which such stock or security is listed, or, if such stock
        or security is not listed on any such securities exchange, the highest
        closing sale price or bid quotation with respect to a share or trading
        unit of such stock or security during the 30-day period on the
        National Association of Securities Dealers, Inc. Automated Quotations
        System or any successor system or, if no such quotations are available,
        the fair market value on the date in question of a share or trading
        unit of such stock or security as determined in good faith
        by a majority vote of the Continuing Directors; and (C) in the case of
        property other than cash, stock or other securities, the fair market
        value of such property on the date in question as determined in good
        faith by a majority vote of the Continuing Directors.

            (xiii)  The term "Highest Per Share Price" shall mean, with respect
        to the consideration to be received per share of each class or series
        of Capital Stock by Disinterested Stockholders in any particular
        Business Combination, the higher of the following:

                (A) the highest per share price (including brokerage
            commissions, transfer taxes and soliciting dealers' fees) paid by
            or on behalf of the Related Person in acquiring Beneficial
            Ownership of any of its holdings of such class or series of
            Capital Stock of this corporation (1) within the two-year period
            immediately prior to the Announcement Date or (2) in the transaction
            or series of transactions in which the Related Person became a
            Related Person (but only if the Determination Date with respect
            to such Related Person shall have been less than two years prior
            to the Announcement Date), whichever is higher; or

                (B) the Fair Market Value per share of the shares of Capital
            Stock being acquired in the Business Combination as of (1) the
            Announcement Date or (2) the Determination Date with respect to
            such Related Person (but only if such Determination Date shall
            have been less than two years prior to the Announcement
            Date), whichever is higher; or

                (C) in the case of any class or series of outstanding Capital
            Stock other than Class A Common Stock and Class B Common Stock,
            the (1) highest preferential amount per share to which the holders
            of shares of such class or series of Capital Stock would be
            entitled as of the Consummation Date in the event of any voluntary
            or involuntary liquidation, dissolution or winding up of the
            affairs of the corporation, regardless of whether the Business
            Combination to be consummated constitutes such an event, or
            (2) highest redemption price to which the holders of
            such class or series of Capital Stock would be entitled, whichever
            is higher.

            For the purposes of this paragraph (d)(xiii), (A) the price
        deemed to have been paid by a Related Person for any shares of Capital
        Stock of which an Affiliate or Associate is the Beneficial Owner shall
        be the price which is the highest of the following: (1) the price
        paid upon the acquisition thereof by the relevant Affiliate or
        Associate (if any, and whether or not such Affiliate or Associate was
        an Affiliate or Associate at the time of such Acquisition) or (2) the
        Fair Market Value of such Capital Stock as of the day when the
        Related Person became a Beneficial Owner there; (B) in determining the
        Highest Per Share Price, all purchases by the Related Person shall be
        taken into account, regardless of whether the shares were purchased
        before or after the Related person became a Related Person;
        (C) a Person shall be deemed to have acquired a share of Capital Stock
        at the time when such Person became the Beneficial Owner thereof;
        and (D) appropriate adjustments shall be made to reflect the relevant
        effect of any stock dividends, splits and distributions
        and any combination or reclassification of Capital Stock.

            (xiv)  The phrase "consideration to be received" as used in
        subparagraph (c)(ii)(A) of this Article EIGHTH shall include, without
        limitation, the shares of Class A Common Stock and Class B Common
        Stock or any other class or series of Capital Stock retained by
        the Disinterested Stockholders in the event of a Business Combination
        that is a merger or consolidation in which the corporation is the
        surviving entity.

            (xv)  The term "Person" shall mean any individual, corporation,
        partnership or other entity, including any group comprising of any
        Person and any other Person or any Affiliate or Associate thereof
        with whom such Person or any Affiliate or Associate thereof
        has any agreement, arrangement or understanding, directly or
        indirectly, for the purpose of acquiring, holding, voting or disposing
        of Voting Stock and each Person, and any Affiliate or Associate
        thereof, that is a member of such group.

            (xvi)  The term "Related Person" shall mean any Person who, alone
        or together with any Affiliates or Associates:

                (A)  is the Beneficial Owner, directly or indirectly, of an
            aggregate percentage of the outstanding Voting Stock equal to or
            exceeding ten percent (10%).

                (B)  is the Beneficial Owner, directly or indirectly, of an
            aggregate percentage of the outstanding Class B Common Stock
            equal to or exceeding five percent (5%), or

                (C)  is an assignee of or otherwise has succeeded to the
            Beneficial Ownership of any shares of Class B Common Stock or
            other Voting Stock which were at any time within the two-year
            period immediately prior to the date in question
            Beneficially Owned by any Related Person, if such assignment or
            succession shall have occurred in the course of a transaction or
            series of transactions not involving a public offering within the
            meaning of the Securities Act of 1933, as amended;
            provided, however, that the term "Related Person" shall not
            include (x) the corporation or any Subsidiary all of the Capital
            Stock of or other ownership interest in which is directly or
            indirectly owned by the corporation, (y) any Person whose
            acquisition of such aggregate percentage of Voting Stock or Class
            B Common Stock was approved by not less than a two-thirds vote of
            the Continuing Directors prior to such acquisition or (z) any
            pension, profit sharing, employee stock ownership or other
            employee benefit plan of the corporation or any Subsidiary or any
            trustee or fiduciary when acting in such capacity with respect to
            any such plan.

                (xvii)  The term "Subsidiary" shall mean any Person a majority
            of any class of equity securities in which is owned, directly or
            indirectly, by the corporation, one or more Subsidiaries or the
            corporation and one or more Subsidiaries.

                (xviii)  The term "Substantial Amount" shall mean an amount of
            stock, securities or other assets or property having a Fair Market
            Value equal to ten percent (10%) or more of the Fair Market Value
            of the total consolidated assets of the corporation and its
            Subsidiaries taken as a whole as of the end of the most recent
            fiscal year of the corporation ended prior to the time as of
            which the determination is being made.

                (xix)  The term "Voting Stock" shall mean all outstanding
            Class A Common Stock and Class B Common Stock of the corporation
            and all other outstanding Capital Stock, if any, entitled to vote
            on each matter on which the holders of record of Class A Common
            Stock and Class B Common Stock shall be entitled to vote, and
            each reference to a proportion of shares of Voting Stock shall
            refer to such proportion of votes entitled to be cast by the
            holders of such shares of Class A Common Stock and Class B Common
            Stock and other Capital Stock voting as one class (it being
            understood that for purposes of this Article EIGHTH, each share of
            Voting Stock shall have one vote, notwithstanding any provision
            to the contrary contained in Article FOURTH of this Certificate
            of Incorporation).

            (e)  The fact that any Business Combination complies with the
provisions of paragraph (c)(ii) of this Article EIGHTH shall not be construed
to impose any fiduciary duty, obligation or responsibility on the Board of
Directors, or any member thereof, to approve such Business Combination or
recommend its adoption or approval to the stockholders of the corporation,
nor shall such compliance limit, prohibit or otherwise restrict in any manner
the Board of Directors, or any member thereof, with respect to evaluations of
or actions and responses taken with respect to such Business Combination.

            (f)  Two-thirds of the Continuing Directors of the corporation
shall have the power and duty to determine for the purposes of this Article
EIGHTH, on the basis of information known to them after reasonable inquiry,
(i) whether a person is a Related Party, (ii) the number of shares of
Voting Stock Beneficially Owned by any person, and (iii) whether a person is
an Affiliate or Associate of another.  A majority of the Continuing Directors
of the corporation shall  have the further power to interpret all of the
terms and provisions of this Article EIGHTH.

        NINTH:  The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute and this Certificate of
Incorporation, and all rights conferred on stockholders herein are granted
subject to this reservation.  Notwithstanding the foregoing, the affirmative
vote of not less that sixty-six and two-thirds percent (66.666 %) of the
outstanding shares of Voting Stock which are not Beneficially Owned by any
Related Person or any Affiliate or Associate of a Related Person (it being
understood that for purposes of this Article NINTH, the terms "Voting Stock,"
"Beneficially Owned," "Related Person," "Affiliate" and "Associate" shall have
the meanings assigned to such terms in Article EIGHTH), voting together as a
single class (it being understood that for the purposes of altering,
amending or repealing Article EIGHTH and this Article NINTH, each share of
Voting Stock shall have one vote notwithstanding any provisions contained
in Article FOURTH to the contrary) shall be required to alter, amend or
repeal, or adopt any provisions inconsistent with, the provisions set forth
in Article EIGHTH and this Article NINTH.

        D.  This Restated Certificate of Incorporation was proposed by the
directors and duly adopted by the written consent of the stockholders in
accordance with the applicable provisions of Sections 228, 242 and 245 of
the General Corporation Law of Delaware and written notice of the
adoption of this Restated Certificate of Incorporation has been given as
provided by Section 228 of the General Corporation Law of Delaware to every
stockholder entitled to such notice.

      IN WITNESS WHEREOF, such Dover Investments Corporation has caused this
certificate to be signed by Lawrence Weissberg, its Chairman of the Board,
President and Chief Executive Officer, and attested by Erika Kleczek,
its Secretary, this 26th day of October, 1994.

                              DOVER INVESTMENTS CORPORATION


                              By:/s/ Lawrence Weissberg
                                     Lawrence Weissberg
                                     Chairman of the Board, President
                                     and Chief Executive Officer

Attest:

By:   /s/ Erika Kleczek
          Erika Kleczek
          Secretary


                          CERTIFICATE OF AMENDMENT OF
                     RESTATED CERTIFICATE OF INCORPORATION
                      OF HOMESTEAD FINANCIAL CORPORATION

          The undersigned, Lawrence Weissberg and Maijorie Roeckel, hereby
certify that:

      1.  They are the President and Assistant Secretary, respectively, of
          Homestead Financial Corporation, a Delaware corporation.

      2.  The Restated Certificate of Incorporation of the corporation,
          filed with the Secretary of State of the State of Delaware on
          November 18, 1986, is hereby amended by replacing Article First
          thereof with the following Article First, to read in its entirety
          as follows:

          FIRST: The name of the corporation is "Dover Investments
          Corporation."

      3.  The foregoing amendment to the Restated Certificate of
          Incorporation was duly adopted by the Board of Directors of
          the corporation on March 3, 1993 and by the stockholders of
          the corporation on May 19, 1993, in accordance with the
          provisions of Section 242 of the Delaware, General Corporation Law.

          IN WITNESS WHEREOF, the undersigned have hereunto set their
hands and seal this 19th day of May, 1993.

                          HOMESTEAD FINANCIAL CORPORATION

                          By:  /s/ Lawrence Weissberg
                                   Lawrence Weissberg,
                                   Chairman of the Board,
                                   President and Chief
                                   Executive Officer

Attest:

By: /s/ Marjorie Roeckel
        Marjorie Roeckel
        Assistant Secretary



                    HOMESTEAD FINANCIAL CORPORATION
                     AMENDED AND RESTATED BY-LAWS
                              ARTICLE I

                               OFFICES

SECTION 1. Registered Office.

          The registered office of the Corporation in the State of Delaware
shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices.

          The Corporation also may 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 Il

                             STOCKHOLDERS

SECTION 1. Stockholder Meetings.

          (a) Time and Place of Meetings. Meetings of the stockholders
shall be held at such times and places, either within or without the State of
Delaware, as may from time to time be fixed by the Board of Directors and
stated in the notices or waivers of notice of such meetings.

          (b) Annual Meeting. (1) The annual meeting of the stockholders
shall be held during the third week of the month of May in each year as
designated by the Board of Directors, or at such other date as may be
designated by the Board of Directors, for the election of directors and the
transaction of such other business properly brought before such
annual meeting of the stockholders and within the powers of the stockholders.

          (c) Special Meetings. Special meetings of the stockholders of the
Corporation for any purpose or purposes may be called at any time by the
Chairman of the Board of Directors, the President of the Corporation, or by
the Board of Directors pursuant to a resolution approved by a majority of the
entire Board of Directors or at the request in writing of stockholders owning
not less than twenty percent (20%) of the total voting power of any class of
outstanding shares of capital stock of the Corporation entitled to vote in the
election of directors, but such special meetings of the stockholders may not
be called by any other person or persons. Business transacted at any special
meeting of the stockholders shall be limited to the purposes
stated in the notice of such meeting.

          (d) Notice of Meetings. Except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, written notice of each meeting
of the stockholders shall be given not less than ten (10) days nor more than
sixty (60) days before the date of such meeting to each stockholder entitled
to vote thereat, directed to such stockholder's address as it appears upon
the books of the Corporation, such notice to specify the place, date, hour and
purpose or purposes of such meeting.  When a meeting of the stockholders is
adjourned to another time and/or place, notice need not be given of such
adjourned meeting if the time and place thereof are announced at the meeting
of the stock-holders at which the adjournment is taken, unless the
adjournment is for more than thirty (30) days or unless after the adjournment
a new record date is fixed for such adjourned meeting, in which event a
notice of such adjourned meeting shall be given to each stockholder of record
entitled to vote thereat. Notice of the time, place and purpose of any
meeting of the stockholders may be waived in writing either before or after
such meeting and will be waived by any stock-holder by such stockholder's
attendance thereat in person or by proxy. Any stockholder so waiving notice
of such a meeting shall be bound by the proceedings of any such meeting in
all respects as if due notice thereof had been given.

          (e) Quorum. Except as otherwise required by law, the Certificate
of Incorporation or these Bylaws, the holders of not less than a majority of
the shares entitled to vote at any meeting of the stockholders, present in
person or by proxy, shall constitute a quorum and the affirmative vote of the
majority of such quorum shall be deemed the act of the stockholders. If a
quorum shall fail to attend any meeting of the stockholders, the presiding
officer of such meeting may adjourn such meeting from time to time to another
place, date or time, without notice other than announcement at such meeting,
until a quorum is present or represented. At such adjourned meeting at which
a quorum is present or represented, any business may be transacted that might
have been transacted at the meeting of the stockholders as originally noticed.
The foregoing notwithstanding. if a notice of any adjourned special meeting
of the stockholders is sent to all stockholders entitled to vote thereat
which states that such adjourned special meeting will be held
with those present in person or by proxy constituting a quorum, then, except
as otherwise required by law, those present at such adjourned special meeting
of the stockholders shall constitute a quorum and all matters shall be
determined by a majority of the votes cast at such special meeting.

SECTION 2. Determination of Stockholders Entitled to Notice and to Vote.

          To determine the stockholders entitled to notice of any meeting
of the stockholders or to vote thereat, the Board of Directors may fix in
advance a record date as provided in Article VII, Section I of these By-laws,
or if no record date is fixed by the Board of Directors, a record date
shall be determined as provided by law.

SECTION 3. Voting.

          (a) Except as otherwise required by law, the Certificate of
Incorporation or these By-laws, each stockholder present in person or by
proxy at a meeting of the stockholders shall be entitled to one vote for each
full share of stock registered in the name of such stockholder at the time
fixed by the Board of Directors or by law as the record date of the
determination of stockholders entitled to vote at such meeting.

          (b) Every stockholder entitled to vote at a meeting of the
stockholders may do so either in person or by one or more agents authorized
by a written proxy executed by the person or such stockholder's duly
authorized agent whether by manual signature, typewriting, telegraphic
transmission or otherwise.

          (c) Voting may be by voice or by ballot as the presiding officer
of the meeting of the stockholders shall determine. On a vote by ballot,
each ballot shall be signed by the stockholder voting, or by such
stockholder's proxy, and shall state the number of shares voted.

          (d) In advance of any meeting of the stockholders, the Board of
Directors may appoint one or more persons as inspectors of election
("Inspectors") to act at such meeting. If Inspectors are not so appointed,
or if an appointed Inspector fails to appear or fails or refuses to act at
a meeting of the stockholders, the presiding officer of any such meeting may,
and on the request of any stockholder or such stockholder's proxy shall,
appoint Inspectors at such meeting. Each Inspector so appointed shall first
subscribe an oath or affirmation to execute faithfully the duties of an
Inspector at such meeting of the stockholders with strict impartiality and
according to the best of his or her ability.  Such Inspectors shall take
charge of the ballots at such meeting.  After the balloting thereat on any
question. the Inspectors shall count the ballots cast thereon and make a
written report to the secretary of such meeting of the results thereof.
An Inspector need not be a stockholder of the Corporntion and any officer
of the Corporation may be an Inspector on any question other than a
vote for or against such officer's election to any position with
the Corporation or on any other questions in which such officer may be
directly interested. If there are three Inspectors, the determination,
report or certificate of two such Inspectors shall be effective as if
unanimously made by all Inspectors.

SECTION 4. List of Stockholders.

          The officer who has charge of the stock ledger of the Corporation
shall prepare and make available, at least ten (10) days before every meeting
of stockholders, a complete list of the stockholders entitled to vote thereat,
arranged in alphabetical order, showing the address of and the number of
shares registered in the name of each such stockholder.  Such list shall be
open to the examination of any stockholder, for any purpose germane to such
meeting, during ordinary business hours, for a period of at least ten (10)
days prior to such meeting, either at a place within the city where such
meeting is to be held and which place shall be specified in the notice of
such meeting, or, if not so specified, at the place where such meeting is to
be held. The list also shall be produced and kept at the time and place of
the meeting of the stockholders during the whole time thereof, and
may be inspected by any stockholder who is present.

SECTION 5. Action by Consent of Stockholders.

          Except as otherwise restricted by law or the Certificate of
Incorporation, any action required or permitted to be taken at any annual
or special meeting of the stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting
forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking
of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

                               ARTICLE III

                            BOARD OF DIRECTORS

SECTION 1. General Powers.

          Unless otherwise restricted by law, the Certificate of Incorporation
or these By-laws as to action which shall be authorized or approved by the
stockholders, and subject to the duties of directors as prescribed by these
By-laws, all corporate powers shall be exercised by or under the authority of,
and the business and affairs of the Corporation shall be controlled by, the
Board of Directors.  Without prejudice to such general powers, but subject to
the same limitations, it is hereby expressly declared that the directors
shall have the following powers, to wit:

          (a) To select and remove all the other officers, agents and
employees of the Corporation, prescribe such powers and duties for them as
may not be inconsistent with law, the Certificate of Incorporation or these
By-laws, fix their compensation and require from them security for faithful
service.

          (b) To conduct, manage, and Control the affairs and business of
the Corporation and to make such rules and regulations therefor not
inconsistent with law, the Certificate of Incorporation or these By-laws,
as they may deem best.

          (c) To change the principal office for the transaction of the
business of the Corporation from one location to another as provided in
Article 1, Section 2, hereof, to designate any place within or without the
State of Delaware for the holding of any stockholders' meeting or meetings
and to adopt, make and use a corporate seal, and to prescribe the forms of
certificates of stock, and to alter the form of such seal and of such
certificates from time to time, as in their judgment they may deem
best, provided such seal and such certificates shall at all times
comply with tile provisions of law.

          (d) To authorize the issue of shares of stock of the Corporation
from time to time, upon such terms as may be lawful. in consideration of
money paid, labor done or services actually rendered, debts or securities
cancelled, or tangible or intangible property actually received or, in the
case of shares issued as a dividend, against amounts transfer-red from
surplus to stated capital.

          (e) To borrow money and incur indebtedness for the purposes of
the Corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations or other evidences of debt and securities
therefor.

          (f) To adopt and put into effect such stock option plans, both of
general and restricted stock option plan character, and such other employee
benefit plans as they may deem advisable for the benefit of employees of the
Corporation, and to issue stock in accordance with and pursuant to any
such plan.

SECTION 2. Election of Directors.

          (a) Number, Qualification and Term of Office. The authorized
number of directors of the Corporation shall be fixed from time to time by
the Board of Directors, but shall not be less than three (3). The exact
number of directors shall be determined from time to time, either by a
resolution or Bylaw provision duly adopted by the Board of Directors.
Except as otherwise required by law, the Certificate of Incorporation or
these By-laws, each of the directors of the Corporation shall be elected at
the annual meeting of the stockholders and each director so elected shall
hold office until such director's successor is elected and qualified
or until such director's death, resignation, disqualification or removal.
Directors need not be stockholders.

          (b) Vacancies. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director. Unless otherwise restricted by law or by the Certificate
of Incorporation, newly created directorships resulting from any
increase in the number of directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualification,
removal or other cause shall be filled by the affirmative vote of
a majority of the remaining directors then in office (and under no
circumstances by the stockholders), even though less than a quorum of the
Board of Directors. Any director elected in accordance with the preceding
sentence shall hold office until the next annual meeting of the stockholders
and until such director's successor shall have been elected and qualified,
or until such director's death, resignation, disqualification or removal.

          (c) Resignation, Any director may resign from the Board of
Directors at any time by giving written notice thereof to the Secretary of
the Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time when such resignation shall become effective shall
not be so specified, then such resignation shall take effect immediately
upon its receipt by the Secretary; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

          (d) Nomination of Directors. Candidates for director of the
Corporation shall be nominated only either by

              (i) the Board of Directors or a committee appointed by the
           Board of Directors, or

              (ii) nomination at any stockholders' meeting by or on behalf of
           any stockholder entitled to vote thereat for the election of such
           director; provided, that written notice of such stockholder's
           intent to make such nomination or nominations shall have been given,
           either by personal delivery or by United States mail, postage
           prepaid, to the Secretary of the Corporation not later than,
           (1) with respect to an election to be held at an annual meeting of
           the stockholders, ninety (90) days in advance of such annual
           meeting, and, (2) with respect to an election to be held at a
           special meeting of the stockholders for the election of directors,
           the close of business on the tenth day following the date on which
           notice of such special meeting is first given to the stockholders
           entitled to vote thereat. Each such notice by a stockholder shall
           set forth: (1) the name and address of the (A) stockholder who
           intends to make the nomination and (B) person or persons to be
           nominated: (2) a representation that the stockholder is a holder
           of record of stock of the Corporation entitled to vote at such
           meeting for the person or persons to be nominated and intends
           to appear in person or by proxy at the meeting to nominate the
           person or persons specified in the notice; (3) a description of
           all arrangements or understandings between the stockholder and
           each nominee and any other person or persons (naming such person or
           persons) pursuant to which the nomination or nominations are to be
           made by the stockholder; (4) such other information regarding
           each nominee proposed by such stockholder as would be required to
           be included in a proxy or information statement filed with the
           Securities and Exchange Commission pursuant to the proxy
           rules promulgated under the Securities Act of 1934, as amended,
           or any successor statute thereto, had the nominee been nominated,
           or intended to be nominated, by the Board of Directors; and (5)
           the manually signed consent of each nominee to serve as a
           director of the Corporation if so elected. The presiding officer
           of the meeting of the stockholders may refuse to acknowledge the
           nomination of any person not made in compliance with the foregoing
           procedure.

          (e) Removal. Except as provided in the Certificate of
Incorporation, any director of the Corporation may be removed from office
with or without cause, but only by the affirmative vote of the holders of not
less than a majority of the outstanding capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class.

          (f) Preferred Stock Provisions. Notwithstanding the foregoing,
whenever the holders of any one or more classes or series of stock issued
by the Corporation having a preference over the Class A Common Stock and
Class B Common Stock as to dividends or upon liquidation shall have the right,
voting separately by class or series, to elect directors at an annual or
special meeting of the stockholders, the election, term of office, filling of
vacancies, nomination, terms of removal and other features of such
directorships shall be governed by the terms of Article FOURTH of the
Certificate of Incorporation and the resolution or resolutions establishing
such class or series adopted pursuant thereto.

SECTION 3. Meetings of the Board of Directors.

          (a) Regular Meetings. Regular meetings of the Board of Directors
shall be held without call at the following times:

          (i) at such times as the Board of Directors shall from time to
time by resolution determine; and

          (ii) one-half hour prior to any special meeting of the
stockholders and immediately following the adjournment of any annual or
special meeting of the stockholders.

Notice of all such regular meetings hereby is dispensed with.

          (b) Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board of Directors, any two (2) directors
or by any officer authorized by the Board of Directors. Notice of the time
and place of special meetings of the Board of Directors shall be given by the
Secretary or an Assistant Secretary of the Corporation, or by any other officer
authorized by the Board of Directors. Such notice shall be given
to each director personally or by mail, messenger, telephone or telegraph at
such director's business or residence address. Notice by mail shall be
deposited in the United States mail, postage prepaid, not later than the
third day prior to the date fixed for such special meeting. Notice by telephone
or telegraph shall be sent, and notice given personally or by messenger shall
be delivered, at least twenty-four (24) hours prior to the time set for such
special meeting. Notice of a special meeting of the Board of Directors need
not contain a statement of the purpose of such special meeting.

          (c) Adjourned Meetings. A majority of directors present at any
regular or special meeting of the Board of Directors or any committee thereof,
whether or not constituting a quorum, may adjourn any meeting from time to
time until a quorum is present or otherwise. Notice of the time and place of
holding any adjourned meeting shall not be required if the time and place are
fixed at the meeting adjourned.

          (d) Place of Meetings. Unless a resolution of the Board of
Directors or the written consent of all members of the Board of Directors
given either before or after the meeting and filed with the Secretary of the
Corporation designates a different place within or without the State of
Delaware, meetings of the Board of Directors, both regular and special,
shall be held at the Corporation's offices at 1777 Murchison Drive,
Burlingame, California 94010.

          (e) Participation by Telephone. Members of the Board of Directors
or any committee thereof may participate in any meeting of the Board of
Directors or committee through the use of conference telephone or similar
communications equipment, so long as all members participating in
such meeting can hear one another, and such participation shall
constitute presence in person at such meeting.

          (f) Quorum. At all meetings of the Board of Directors or any
committee thereof, a majority of the total number of directors of the Board
of Directors or such committee shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any such
meeting at which there is a quorum shall be the act of the Board of
Directors or any committee thereof, except as may be otherwise specifically
provided by law, the Certificate of Incorporation or these By-laws. A meeting
of the Board of Directors or any committee thereof at which a quorum initially
is present may continue to transact business notwithstanding the withdrawal
of directors so long as any action is approved by at least a majority of the
required quorum for such meeting.

          (g) Waiver of Notice. The transactions of any meeting of the
Board of Directors or any committee thereof, however called and noticed or
wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present and if, either before or after
the meeting, each of the directors not present signs a written waiver of
notice, or a consent to hold such meeting, or an approval of the minutes
thereof. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

SECTION 5. Action Without Meeting.

          Any action required or permitted to be taken by the Board of
Directors at any meeting thereof or at any meeting of a committee thereof
may be taken without a meeting if all members of the Board of Directors or
such committee thereof consent thereto in writing and the writing or writings
are filed with the minutes of the proceedings of the Board of Directors or
such committee thereof.

SECTION 6. Compensation of Directors.

          Unless otherwise restricted by law, the Certificate of
Incorporation or these By-laws, the Board of Directors shall have the
authority to fix the compensation of directors. 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 or a stated salary as director. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of committees of the Board of
Directors' may be allowed like compensation for attending committee meetings.

SECTION 7. Committees of the Board.

          (a) Committees. The Board of Directors may, by resolution adopted
by a majority of the Board of Directors, designate one or more committees of
the Board of Directors, each committee to consist of one or more directors.
Each such committee, to the extent permitted by law, the Certificate of
Incorporation and these By-laws, shall have and may exercise such
of the powers of the Board of Directors in the management and affairs of the
Corporation as may be prescribed by the resolutions creating such committee.
Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted 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, 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 the place of any such absent or
disqualified member. The Board of Directors shall have the power,
at any time for any reason, to change the members of any such committee,
to fill vacancies, and to discontinue any such committee.

          (b) Minutes of Meetings. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors when
required.

          (c) Limits on Authority of Committees. No committee shall have
the power or authority in reference to amending the Certificate of
Incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock
adopted by the Board of Directors as provided in Section 151 (a) of the
General Corporation Law of the State of Delaware, fix the designations and
any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the Corporation,
or the conversion into, or the exchange of such shares for, shares of
any other class or classes or any other series of the same or any other
class or classes of stock of the Corporation, or fix the number of shares
of any series of stock or authorize the increase or decrease of the
shares of any series), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of
a dissolution, or amending any provision of these By-laws; nor, unless the
resolutions establishing such committee or the Certificate of Incorporation
expressly so provide, shall it have the power or authority to declare a
dividend, to authorize the issuance of stock, to adopt a certificate of
ownership and merger, or to fill vacancies in the Board of Directors.

                             ARTICLE IV

                              OFFICERS

SECTION 1. Officers.

          (a) Number. The officers of the Corporation shall be chosen by
the Board of Directors and shall include a Chairman of the Board of Directors,
a President, a Secretary and a Treasurer. The Board of Directors also may
appoint one or more Assistant Secretaries or Assistant Treasurers and such
other officers and agents with such powers and duties as it shall deem
necessary. Any Vice President may be given such specific designation as may be
determined from time to time by the Board of Directors. Any number of offices
may be held by the same person, unless otherwise required by law, the
Certificate of Incorporation or these By-laws.

          (b) Election and Term of Office. The officers shall be elected
annually by the Board of Directors at its regular meeting following the
annual meeting of the stockholders and each officer shall hold office until
the next annual election of officers and until such officer's successor is
elected and qualified, or until such officer's death, resignation or removal.
Any officer may be removed at any time, with or without cause, by a vote of
the majority of the Board of Directors. Any vacancy occurring in any office
may be filled by the Board of Directors.

          (c) Salaries. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors from time to time.

SECTION 2. Chairman of the Board of Directors.

          The Chairman of the Board of Directors shall be the chief
executive officer of the Corporation and, as such, shall be responsible for
the management and direction of the affairs of the Corporation.
its officers, employees, and agents. The Chairman of the Board of
Directors shall exercise such other powers and duties as may be assigned
to him by these By-laws or by the Board of Directors and shall see that
all orders and resolutions of the Board of Directors are carried into effect.
The Chairman of the Board of Directors shall preside at meetings of
the stockholders and the Board of Directors.

SECTION 3. President.

          The President shall assist the Chairman of the Board of Directors
in supervising the execution of the policies of the Corporation and in
directing and supervising its operations. In the absence of the Chairman of
the Board of Directors, the President shall assume the duties of the chief
executive officer of the Corporation.

SECTION 4. Vice Presidents.

          In the absence or disability of the President, the Vice Presidents
in order of their rank as fixed by the Board of Directors, or if not ranked,
the Vice President designated by the Board of Directors, shall perform all
the duties of the President, and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the President. The Vice
Presidents shall have such other powers and perform such other duties as
from time to time may be prescribed for them, respectively, by the
Board of Directors or these By-laws.

SECTION 5. Secretary and Assistant Secretaries.

          The Secretary shall record or cause to be recorded, in books
provided for the purpose, minutes of the meetings of the stockholders,
the Board of Directors and all committees of the Board of
Directors; see that all notices are duly given in accordance with
the provisions of these By-laws as required by law; be custodian of all
corporate records (other than financial) and of the seal of the Corporation,
and have authority to affix the seal to all documents requiring it and attest
to the same;  give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors; and, in general,
shall perform all duties incident to the office of Secretary and such other
duties as may, from time to time, be assigned to him by the Board of Directors
or by the President. At the request of the Secretary, or in the Secretary's
absence or disability, any Assistant Secretary shall perform any of the
duties of the Secretary and, when so acting, shall have all the powers of,
and be subject to all the restrictions upon, the Secretary.

SECTION 6. Treasurer and Assistant Treasurers.

          The Treasurer shall keep or cause to be kept the books of account
of the Corporation and shall render statements of the financial affairs of
the Corporation in such form and as often as required by the Board of
Directors or the President. The Treasurer, subject to the order of the Board
of Directors, shall have custody of all funds and securities of the
Corporation and shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation in such depositories as may
be designated by the Board of Directors. He shall disburse the
funds of the Corporation as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements. The Treasurer
shall perform all other duties commonly incident to his office
and shall perform such other duties and have such other powers as the
Board of Directors or the President shall designate from time to
time. At the request of the Treasurer, or in the Treasurer's absence or
disability, any Assistant Treasurer may perform any of the duties of the
Treasurer and, when so acting, shall have all the powers of, and be subject
to all the restrictions upon, the Treasurer. Except where by law the
signature of the Treasurer is required, each of the Assistant
Treasurers shall possess the same power as the Treasurer to sign all
certificates, contracts, obligations and other instruments of the Corporation.

                               ARTICLE V

                      INDEMNIFICATION AND INSURANCE

SECTION 1. Actions Against Directors and Officers.

          The Corporation shall indemnify to the full extent permitted by,
and in the manner permissible under, the laws of the State of Delaware any
person made, or threatened to be made, a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the
fact that such person or such person's testator or intestate is or was
a director or officer of the Corporation or any predecessor of the
Corporation, or served any other enterprise as a director or officer at the
request of the Corporation or any predecessor of the Corporation.

Section 2. Contract.

          The provisions of Section I of this Article V shall be deemed to
be a contract between the Corporation and each director and officer who
serves in such capacity at any time while such By-law is in effect, and any
repeal or modification thereof shall not affect ally rights or obligations then
existing with respect to any state of facts then or theretofore existing or
any action, suit or proceeding theretofore or thereafter brought based in
whole or in part upon any such state of facts.

SECTION 3. Nonexclusivity.

          The rights of indemnification provided by this Article V shall
not be deemed exclusive of any other rights to which any director or officer
of the Corporation may be entitled apart From the provisions of this Article V.

SECTION 4. Indemnification of Employees and Agents.

          The Board of Directors in its discretion shall have the power on
behalf of the Corporation to indemnify any person, other than a director or
officer, made a party to any action, suit or proceeding by reason of the fact
that such person or such person's testator or intestate, is or was an
employee or agent of the Corporation.

SECTION 5. Insurance.

          Upon a resolution or resolutions duly adopted by the Board of
Directors of the Corporation, 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 against any liability asserted against such
person and incurred by him in any capacity, or arising out of his capacity
as such, whether or not the Corporation would have the power to indemnify
such person against such liability under the provisions of applicable law,
the Certificate of Incorporation or these By-laws.

                               ARTICLE VI

                CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares.

          Unless otherwise provided by a resolution of the Board of
Directors, the shares of the Corporation shall be represented by a certificate.
The certificates of stock of the Corporation shall be numbered and shall be
entered in the books of the Corporation as they are issued. They shall
exhibit the holder's name and number of shares and shall be
signed by or in the name of the Corporation by (a) the Chairman of the Board
of Directors, the President or any Vice President and (b) the Treasurer,
any Assistant Treasurer, the Secretary or any Assistant Secretary. Any or all of
the signatures on a certificate may be facsimile. In case any officer of the
Corporation, transfer agent or registrar who has signed, or whose facsimile
signature has been placed upon such certificate, shall have ceased to be
such officer, transfer agent or registrar before such certificate
is issued, such certificate may nevertheless be issued by the Corporation
with the same effect as if he were such officer, transfer agent or registrar
at the date of issuance.

SECTION 2. Classes of Stock.

          (a) If the Corporation shall be authorized to issue more titan
one class of stock or more than one series of any class, the powers,
designations, preferences and relative participating, optional or other
special rights of each class of stock or series thereof and
the qualification, limitations, or restrictions of such preferences or
rights shall be set forth in full or summarized on the face or back
of the certificate that the Corporation shall issue to represent
such class or series of stock; provided, that, except as otherwise
provided in Section 202 of the General Corporation Law of the State of
Delaware, in lieu of the foregoing requirements, there may be set
forth on the face or back of the certificate that the Corporation shall
issue to represent such class or series of stock, a statement that
the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative
participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or
restrictions of such preferences or rights.

          (b) Within a reasonable time after the issuance or transfer of
uncertificated stock, the Corporation shall send to the registered owner
thereof a written notice containing the information required to be set forth
or stated on certificates pursuant to Sections 151, 156, 202(a), or 218(a) of
the General Corporation Law of the State of Delaware or a statement that the
Corporation will furnish without charge to each stockholder who so requests
the powers, designations, preferences and relative participating, optional
or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences or rights.

SECTION 3. Transfer.

          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, assignation 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. Upon receipt of proper transfer instructions from the
registered owner of uncertificated shares, such uncertificated shares
shall be cancelled, issuance of new equivalent uncertificated
shares or certificated shares shall be made to the person entitled thereto
and the transaction shall be recorded upon the books of the Corporation.

SECTION 4. Record Owner.

          The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof, and,
accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other
person. whether or not it shall have express or other notice thereof,
save as expressly provided by the laws of the State of Delaware.

SECTION 5. Lost Certificates.

          The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates
or uncertificated shares, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as the Board of
Directors shall require and 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,
stolen or destroyed.

                              ARTICLE VII

                             MISCELLANEOUS

SECTION 1. Record Date.

          (a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to exercise any rights
in respect of any change, conversion or exchange of stock or for the purpose
of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) nor less than ten (10)
days prior to the date of such meeting nor more than sixty (60) days prior to
any other action. If not fixed by the Board of Directors, the record
date shall be determined as provided by law.

          (b) A determination of stockholders of record entitled to notice
of or to vote at a meeting of the stockholders shall apply to any
adjournments of the meeting, unless the Board of Directors fixes a
new record date for the adjourned meeting.

          (c) Holders of stock on the record date are entitled to notice
and to vote or to receive the dividend, distribution or allotment of rights
or to exercise the rights, as the case may be, notwithstanding any transfer
of any shares on the books of the Corporation after the record date,
except as otherwise provided by agreement or by law, the Certificate of
Incorporation or these By-laws.

SECTION 2. Execution of Instruments.

          The Board of Directors may, in its discretion, determine the
method and designate the signatory officer or officers, or other persons,
to execute any corporate instrument or document or to sign the corporate
name without limitation, except where otherwise provided by law, the
Certificate of Incorporation or these By-laws. Such designation may be
general or confined to specific instances.

SECTION 3. Voting of Securities Owned by the Corporation.

          All stock and other securities of other corporations held by the
Corporation shall be voted, and all proxies with respect thereto shall be
executed, by the person so authorized by resolution of the Board of Directors,
or, in the absence of such authorization, by the President.

SECTION 4. Corporate Seal.

          The Corporation shall have a corporate seal in such form as shall
be prescribed and adopted by the Board of Directors.

SECTION 5. Construction and Definitions.

          Unless the context requires otherwise, the general provisions,
rules of construction and definitions in the General Corporation Law of the
State of Delaware shall govern the construction of these Bylaws.

SECTION 6. Amendments.

          Subject to the provisions of the Certificate of Incorporation and
these By-laws, these By-laws may be altered, amended or repealed at any
annual meeting of the stockholders (or at any special meeting thereof duly
called for that purpose) by a majority vote of the shares represented and
entitled to vote thereat; provided, that in the notice of any such special
meeting, notice of such purpose shall be given. Subject to the laws of the
State of Delaware, the Certificate of Incorporation and these By-laws,
the Board of Directors may by majority vote of those present at any meeting
at which a quorum is present amend these By-laws, or enact such
other By-laws as in their judgment may be advisable for the regulation of
the conduct of the affairs of the Corporation.