EXHIBIT 3.5

                                  BY-LAWS
                                    OF
                          STAR TECHNOLOGIES, INC.
                         (a Delaware corporation)
                                     
                                     
                                     
                                     
                                     
  As Amended and Restated on February 24, 1994, and as further amended on
                              August 22, 1996
<PAGE>                                     
                                AMENDMENTS
        

Article            Effect of Amendment            Date of Amendment

3;  3.2.1  Deletion of references to a Director   August 22, 1996
           elected by the holders of Series B 
           Senior Preferred Stock and Series C
           Senior Preferred Stock  
     
3;  3.13   Modify the provisions relating to      August 22, 1996
           removal of Directors
           
3;  3.14   Deletion of references to the right    August 22, 1996
           of the holders of the Series B Senior
           Preferred Stock and Series C Senior 
           Preferred Stock to fill vacancies 
           on the Board     
             

<PAGE>
                                 CONTENTS
        

ARTICLE 1.        OFFICES . . . . . . . . . . . . . . . . . . . .    1

ARTICLE 2.        STOCKHOLDERS. . . . . . . . . . . . . . . . . .    1

             2.1  Annual Meeting; Procedures Governing Business of Annual
                   Meeting. . . . . . . . . . . . . . . . . . . .    1
             
                   2.1.1    Annual Meeting. . . . . . . . . . . .    1
                   2.1.2    Procedures Governing Business of Annual
                            Meeting.. . . . . . . . . . . . . . .    1
                   
             2.2  Special Meetings. . . . . . . . . . . . . . . .    2
             2.3  Place of Meeting. . . . . . . . . . . . . . . .    2
             2.4  Notice of Meeting.. . . . . . . . . . . . . . .    2
             2.5  Waiver of Notice. . . . . . . . . . . . . . . .    3
             
                   2.5.1    Written Waiver. . . . . . . . . . . .    3
                   2.5.2    Waiver by Attendance. . . . . . . . .    3
                   
             2.6  Fixing of Record Date for Determining Stockholders.3
             
                   2.6.1    Record Date for Meetings of Stockholders and
                            Adjournments. . . . . . . . . . . . .    3
                   2.6.2    Record Date for Stockholder Consent to
                            Corporate Action without a Meeting. .    4
                   2.6.3    Record Date for Dividends and Distributions or
                            for any other Purpose or Action.. . .    4
                   
             2.7  Voting List.. . . . . . . . . . . . . . . . . .    4
             2.8  Quorum. . . . . . . . . . . . . . . . . . . . .    5
             2.9  Manner of Acting. . . . . . . . . . . . . . . .    5
             2.10 Proxies.. . . . . . . . . . . . . . . . . . . .    5
             2.11 Voting of Shares. . . . . . . . . . . . . . . .    5
             2.12 Action by Stockholders without a Meeting. . . .    5
             
ARTICLE 3.        BOARD OF DIRECTORS. . . . . . . . . . . . . . .    6

             3.1  General Powers. . . . . . . . . . . . . . . . .    6
             3.2  Number and Tenure; Procedure for Nomination.. .    6

<PAGE>
             
                   3.2.1    Number and Tenure.. . . . . . . . . .    6
                   3.2.2    Procedure for Nomination. . . . . . .    6
                   
             3.3  Annual and Regular Meetings.. . . . . . . . . .    7
             3.4  Special Meetings. . . . . . . . . . . . . . . .    8
             3.5  Meetings by Telephone.. . . . . . . . . . . . .    8
             3.6  Notice of Special Meetings. . . . . . . . . . .    8
             
                   3.6.1    Delivery by Personal Service. . . . .    8
                   3.6.2    Delivery by Mail. . . . . . . . . . .    8
                   3.6.3    Delivery by Telegraph.. . . . . . . .    8
                   
             3.7  Waiver of Notice. . . . . . . . . . . . . . . .    8
             
                   3.7.1    Written Waiver. . . . . . . . . . . .    8
                   3.7.2    Waiver by Attendance. . . . . . . . .    9
                   
             3.8  Quorum. . . . . . . . . . . . . . . . . . . . .    9
             3.9  Manner of Acting. . . . . . . . . . . . . . . .    9
             3.10 Presumption of Assent.. . . . . . . . . . . . .    9
             3.11 Action by Board or Committee without a Meeting.    9
             3.12 Resignation.. . . . . . . . . . . . . . . . . .    9
             3.13 Removal.. . . . . . . . . . . . . . . . . . . .   10
             3.14 Vacancies . . . . . . . . . . . . . . . . . . .   10
             3.15 Executive and other Committees. . . . . . . . .   10
             
                   3.15.1   Standing or Temporary Committees. . .   10
                   3.15.2   Executive Committee.. . . . . . . . .   11
                   3.15.3   Minutes of Meetings.. . . . . . . . .   11
                   3.15.4   Resignation.. . . . . . . . . . . . .   11
                   3.15.5   Removal.. . . . . . . . . . . . . . .   11
                   
             3.16 Compensation. . . . . . . . . . . . . . . . . .   11
             
ARTICLE 4.        OFFICERS. . . . . . . . . . . . . . . . . . . .   12

             4.1  Number. . . . . . . . . . . . . . . . . . . . .   12
             4.2  Election and Term of Office.. . . . . . . . . .   12
             4.3  Resignation.. . . . . . . . . . . . . . . . . .   12
             4.4  Removal.. . . . . . . . . . . . . . . . . . . .   12
             4.5  Vacancies.. . . . . . . . . . . . . . . . . . .   13

<PAGE>
             4.6  Chairman of the Board.. . . . . . . . . . . . .   13
             4.7  President.. . . . . . . . . . . . . . . . . . .   13
             4.8  Vice Presidents.. . . . . . . . . . . . . . . .   13
             4.9  Secretary.. . . . . . . . . . . . . . . . . . .   14
             4.10 Salaries. . . . . . . . . . . . . . . . . . . .   14
             
ARTICLE 5.        CONTRACTS, LOANS, CHECKS AND DEPOSITS . . . . .   14

             5.1  Contracts.. . . . . . . . . . . . . . . . . . .   14
             5.2  Loans.. . . . . . . . . . . . . . . . . . . . .   14
             5.3  Checks, Drafts, Etc.. . . . . . . . . . . . . .   14
             5.4  Deposits. . . . . . . . . . . . . . . . . . . .   15
             
ARTICLE 6.        CERTIFICATES FOR SHARES AND THEIR TRANSFER. . .   15

             6.1  Issuance of Shares. . . . . . . . . . . . . . .   15
             6.2  Certificates for Shares.. . . . . . . . . . . .   15
             6.3  Transfer Agents and Registrars. . . . . . . . .   15
             6.4  Restriction on Transfer.. . . . . . . . . . . .   15
             6.5  Transfer of Shares. . . . . . . . . . . . . . .   16
             6.6  Lost or Destroyed Certificates. . . . . . . . .   16
             
ARTICLE 7.        BOOKS AND RECORDS . . . . . . . . . . . . . . .   16

ARTICLE 8.        FISCAL YEAR . . . . . . . . . . . . . . . . . .   17

ARTICLE 9.        SEAL  . . . . . . . . . . . . . . . . . . . . .   17

ARTICLE 10.       INDEMNIFICATION . . . . . . . . . . . . . . . .   17

ARTICLE 11.       AMENDMENTS. . . . . . . . . . . . . . . . . . .   17

<PAGE>
                                     
                                  BY-LAWS
                                    OF
                          STAR TECHNOLOGIES, INC.

                         ARTICLE 1.     OFFICES

     The principal office of the corporation shall be located at the
principal place of business or such other place as the Board of
Directors ("Board") may designate.  The corporation may have such
other offices, either within or without the State of Delaware, as
the Board may designate or as the business of the corporation may
require from time to time.

                       ARTICLE 2.    STOCKHOLDERS

     2.1  Annual Meeting; Procedures Governing Business of Annual
          Meeting.

          2.1.1    Annual Meeting.

     The annual meeting of the stockholders for the purpose of
electing Directors and transacting such other business as may
properly come before the meeting shall be held annually on the
second Tuesday in July, or on such other day as shall be fixed by
resolution of the Board of Directors.  If the day fixed for the
annual meeting is a legal holiday at the place of the meeting, the
meeting shall be held on the next succeeding business day.

          2.1.2    Procedures Governing Business of Annual
                   Meeting.

     Only such business shall be conducted at an annual meeting of
the stockholders as shall have been properly brought before the
meeting.  To be properly brought before an annual meeting, business
must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (b) otherwise
properly brought before the meeting by or at the direction of the
Board, or (c) otherwise properly brought before the meeting by a
stockholder.  For business to be properly brought before an annual
meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary.  To be timely, a
stockholder's notice must be delivered to or mailed and received at
the principal office of the corporation not less than sixty days nor
more than ninety days prior to the meeting; provided, that in the
event that less than seventy days' notice of the date of the meeting
is given to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the
seventh day following the day on which such notice of the date of
the meeting was
<PAGE>
mailed.  A stockholder's notice to the Secretary shall set forth (a)
as to each matter the stockholder proposes to bring before the
annual meeting, a brief description of the business desired to be
brought before the annual meeting, the language of the proposal, if
appropriate, and the reasons for conducting such business at the
annual meeting, (b) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business, (c)
a representation that the stockholder is entitled to vote at such
meeting and a statement of the class and number of shares of the
corporation which are beneficially owned by the stockholder, (d) any
material interest of the stockholder in such business, and (e) a
representation that the stockholder intends to appear in person or
by proxy at the meeting to present the business specified in the
notice.  Notwithstanding anything in these By-Laws to the contrary,
no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 2.1.2.  The
Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before
the meeting in accordance with the provisions of this Section 2.1.2,
and, if he or she should so determine, the Chairman shall so declare
to the meeting and any such business not properly brought before the
meeting shall not be transacted.

     2.2    Special Meetings.

     The Chairman of the Board, the President, the Board, or the
holders of not less than one-quarter of all the outstanding shares
of the corporation entitled to vote at the meeting, may call special
meetings of the stockholders for any purpose.  Only such business
shall be conducted at a special meeting as shall have been stated in
the notice of the meeting as the purpose or purposes of the meeting.

     2.3    Place of Meeting.

     All meetings shall be held at the principal office of the
corporation or at such other place within or without the State of
Delaware designated by the Board, by any persons entitled to call a
meeting hereunder or by a waiver of notice signed by all of the
stockholders entitled to vote at the meeting.

     2.4    Notice of Meeting.

     The Chairman of the Board, the President, the Secretary or the
Board shall cause to be delivered to each stockholder entitled to
vote at the annual meeting of stockholders either personally or by
mail, not less than ten nor more than sixty days before the annual
meeting, written notice 
<PAGE>
stating the place, day and hour of the meeting.  The Chairman of the
Board, the President, the Board or the stockholders calling a
special meeting of stockholders as provided in Section 2.2 of these
By-Laws shall cause to be delivered to each stockholder entitled to
vote at such special meeting, either personally or by mail, not less
than thirty nor more than sixty days before such special meeting,
written notice stating the place, day and hour of the meeting and
the purpose or purposes for which such special meeting is called. 
If such notice is mailed, it shall be deemed to be delivered when
deposited with postage prepaid in the official government mail
properly addressed to the stockholder at his or her address as it
appears on the stock transfer books of the corporation.  If a
meeting of stockholders is adjourned to another date, time or place,
notice need not be given of the adjourned meeting if the date, time
and place thereof are announced at the meeting at which the
adjournment is taken; provided, that if the adjournment is for more
than thirty days or, if, after the adjournment, a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting
shall be given to each stockholder entitled to vote at the meeting.

     2.5    Waiver of Notice.

            2.5.1    Written Waiver.

     Whenever any notice is required to be given to any stockholder
under the provisions of these By-Laws, the Certificate of
Incorporation or the General Corporation Law of the State of
Delaware, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such
notice.

            2.5.2    Waiver by Attendance.

     The attendance of a stockholder at a meeting shall constitute a
waiver of notice of such meeting, except when a stockholder attends
a meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

     2.6    Fixing of Record Date for Determining Stockholders.

     For the purpose of determining stockholders entitled to notice
of, or to vote at, any meeting of stockholders or any adjournment
thereof, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for
any other purpose, the Board may fix in advance a date as the record
date for any such determination, which record date shall not precede
the date upon which the resolution fixing the record date is adopted
by the Board.  Any determination to be made on any record date shall
be made at the close of business of such record date.

            2.6.1    Record Date for Meetings of Stockholders and
                     Adjournments.

     In the case of an annual meeting of stockholders, the record
date shall be not more than sixty days and not less than ten days
prior to the date of such annual meeting.  In the case of a special
meeting of stockholders, the record date shall be not more than sixty 
<PAGE>
days and not less than thirty days prior to the date of such special
meeting.  Such record dates shall apply to any adjournments of such
annual or special meetings of stockholders unless the Board, in its
sole discretion, shall determine to fix a new record date for any
such adjournment.

            2.6.2    Record Date for Stockholder Consent to
                     Corporate Action without a Meeting.

     If the Board shall seek the consent of the stockholders to any
corporate action without a meeting of stockholders, the Board shall
fix a record date not more than sixty days and not less than ten
days prior to the date of the Board's solicitation of such consents. 
If no record date has been so fixed by the Board, the record date
for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of
Directors is required by the General Corporation Law of the State of
Delaware, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered
to the corporation.  If no record date has been fixed by the Board
and prior action by the Board is required by the General Corporation
Law of the State of Delaware, the record date for determining
stockholders entitled to consent to corporate action in writing
without a meeting shall be the day on which the Board adopts the
resolution taking such prior action.  For purposes of this
Section 2.6.2, delivery to the corporation shall be effected by
delivery to its principal office by hand or by certified or
registered mail, return receipt requested.

            2.6.3    Record Date for Dividends and
                     Distributions or for any other Purpose or Action.

     In the case of a dividend or distribution payable to the
stockholders, or for any other purpose or action, the record date
shall be not more than sixty days prior to the payment of such
dividend or distribution or the taking of such action; provided,
that if the Board does not set a record date, the record date shall
be the day the Board adopts the resolution authorizing the payment
of such dividend or distribution or the taking of such action.

     2.7    Voting List.

     At least ten days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting,
or any adjournment thereof, shall be made, arranged in alphabetical
order, with the address of and number of shares held by each
stockholder.  This list shall be kept open at such meeting for the
inspection of any stockholder and shall also be open to the
examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of ten days
prior to the meeting, either at a place within the city where the
meeting is to be held, which place 
<PAGE>
shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held.

     2.8    Quorum.

     A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of the stockholders.  If less than
a majority of the outstanding shares entitled to vote are
represented at a meeting, a majority of the shares so represented
may adjourn the meeting from time to time without further notice. 
If a quorum is present or represented at a reconvened meeting
following such an adjournment, any business may be transacted that
might have been transacted at the meeting as originally called.  The
stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

     2.9    Manner of Acting.

     If a quorum is present, the affirmative vote of the majority of
the shares present at the meeting in person or by proxy and entitled
to vote on the subject matter shall be the act of the stockholders,
unless the vote of a greater number is required by these By-Laws,
the Certificate of Incorporation or the General Corporation Law of
the State of Delaware.

     2.10   Proxies.

     A stockholder may vote by proxy executed in writing by the
stockholder or by his or her attorney-in-fact.  Such proxy shall be
filed with the Secretary of the corporation before or at the time of
the meeting or before the delivery to the corporation of a
stockholder's written consent to corporate action, as the case may
be.  A proxy shall become invalid three years after the date of its
execution, unless otherwise provided in the proxy.  A proxy with
respect to a specified meeting shall entitle the holder thereof to
vote at any adjournment of such meeting but shall not be valid after
the final adjournment thereof.

     2.11   Voting of Shares.

     The holders of the capital stock of the corporation shall
have the right to vote their shares as provided in Article 4 of the
Certificate of Incorporation.

     2.12   Action by Stockholders without a Meeting.

     Any action which could be taken at a meeting of the
stockholders may be taken without a meeting, without prior notice
and without a vote, if a written consent, setting forth the action
so taken, is signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to
authorize or take such 
<PAGE>
action at a meeting at which all shares entitled to vote thereon
were present and voted.  Every written consent shall bear the date
of signature of each stockholder who signs the consent and no
written consent shall be effective to take the corporate action
referred to therein unless, within sixty days of the earliest-dated
consent delivered to the corporation, written consents signed by a
sufficient number of holders to take action are delivered to the
corporation.  Any such written consent shall be inserted in the
minute book as if it were the minutes of a meeting of the
stockholders.  Prompt notice of the taking of corporate action
without a meeting by less than unanimous written consent shall be
given to those stockholders who have not consented in writing.

            ARTICLE 3.   BOARD OF DIRECTORS

     3.1  General Powers.

     The business and affairs of the corporation shall be managed by
the Board.

     3.2    Number and Tenure; Procedure for Nomination.

            3.2.1    Number and Tenure.

     The Board shall be composed of no less than five and no more
than eleven Directors, the specific number to be set by resolution
of the Board; provided, that the Board may be composed of less than
five Directors until vacancies are filled.  The Board shall be
divided into three classes, with said classes to be as equal in
number as may be possible.  At each annual meeting of stockholders,
a Director whose term expires on that date and who has been duly
nominated shall be elected to a term of office of three years or
such lesser term as the Board shall determine to be necessary to
cause said classes to be as equal in number as may be possible, and
each Director shall serve for the term he or she was elected, or
until his or her successor shall have been duly nominated, elected
and qualified, or until his or her death, resignation or removal
from office.

            3.2.2    Procedure for Nomination.

     Only persons who are nominated in accordance with the
procedures set forth in this Section 3.2.2 shall be eligible for
election as Directors by the stockholders.  Nominations of persons
for election to the Board may be made at a meeting of stockholders
by or at the direction of the Board or by any stockholder of the
corporation entitled to vote for the election of Directors at the
meeting who complies with the notice procedure set forth in this
Section 3.2.2.  Such nominations, other than those made by or at the
direction of the Board, shall be made pursuant to timely notice in
writing to the Secretary.  To be timely, a stockholder's notice
shall be delivered to or mailed and received at the principal
executive office of the corporation not less than sixty days nor
more than ninety days prior to the meeting; provided, that in the
event that less than seventy days' notice of the date of the meeting
is given to stockholders, notice by the
<PAGE>
stockholder to be timely must be so received not later than the
close of business on the seventh day following the day on which such
notice of the date of the meeting was mailed.  Such stockholder's
notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for 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 class
and number of shares of the corporation that are beneficially owned
by such person and (iv) any other information relating to such
person that is required to be disclosed in solicitations of proxies
for election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (including without limitation such person's written
consent to being named in the proxy statement as a nominee and to
serving as a Director if elected); and (b) as to the stockholder
giving the notice (i) the name and address, as they appear on the
corporation's books, of such stockholder, (ii) a representation that
the stockholder is entitled to vote at such meeting and a statement
of the class and number of shares of the corporation that are
beneficially owned by such stockholder and (iii) a representation
that the stockholder intends to appear in person or by proxy at the
meeting to make the nomination specified in the notice.  At the
request of the Board, any person nominated by the Board for election
as a Director shall furnish to the Secretary that information
required to be set forth in a stockholder's notice of nomination. 
No person shall be eligible for election as a Director of the
corporation unless nominated in accordance with the procedures set
forth in this Section 3.2.2.  The Chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed
by these By-Laws, and, if he or she should so determine, he or she
shall so declare to the meeting and the defective nomination shall
be disregarded.

     3.3    Annual and Regular Meetings.

     An annual Board meeting shall be held without notice as soon as
practicable after the annual meeting of stockholders at the
principal office of the corporation or at such other time or place
as shall be determined by the Board.  By resolution, the Board may
specify the time and place either within or without the State of
Delaware for holding regular meetings without other notice than such
resolution.

     3.4    Special Meetings.

     Special Board meetings may be called by or at the request of
the Chairman of the Board, the President, the Secretary or any two
Directors.  The person or persons authorized to call special
meetings may fix any place either within or without the State of
Delaware as the place for holding any special Board meeting called
by them.
<PAGE>

     3.5    Meetings by Telephone.

     Members of the Board or any committee designated by the Board
may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other
at the same time.  Participation by such means shall constitute
presence in person at a meeting.

     3.6    Notice of Special Meetings.

     Notice of a special Board meeting shall be given to a Director
in writing delivered to the Director at his or her address shown on
the records of the corporation.  Neither the business to be
transacted at, nor the purpose of, any special meeting need be
specified in the notice of such meeting.

            3.6.1    Delivery by Personal Service.

     If delivery is by personal service, the notice shall be
effective if delivered at such address at least two days before the
meeting.

            3.6.2    Delivery by Mail.

     If notice is delivered by mail, the notice shall be deemed
effective if deposited in the official government mail properly
addressed with postage prepaid at least three days before the
meeting.

            3.6.3    Delivery by Telegraph.

     If notice is delivered by telegraph, the notice shall be deemed
effective if the content thereof is delivered to the telegraph
company at least two days before the meeting.

     3.7    Waiver of Notice.

            3.7.1    Written Waiver.

     Whenever any notice is required to be given to any Director
under the provisions of these By-Laws, the Certificate of
Incorporation or the General Corporation Law of the State of
Delaware, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such
notice.  Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board need be specified in
the waiver of notice of such meeting.
<PAGE>
            3.7.2    Waiver by Attendance.

     The attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting, except when a Director attends a
meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

     3.8    Quorum.

     A majority of the total number of Directors shall constitute a
quorum for the transaction of business at any Board meeting but, if
less than a majority are present at a meeting, a majority of the
Directors present may adjourn the meeting from time to time without
further notice.

     3.9    Manner of Acting.

     The act of the majority of the Directors present at a meeting
at which there is a quorum shall be the act of the Board, unless the
vote of a greater number is required by these By-Laws, the
Certificate of Incorporation or the General Corporation Law of the
State of Delaware.

     3.10   Presumption of Assent.

     A Director present at a Board meeting at which action on any
corporate matter is taken shall be presumed to have assented to the
action taken unless his or her dissent is entered in the minutes of
the meeting, or unless such Director files a written dissent to such
action with the person acting as the secretary of the meeting before
the adjournment thereof, or forwards such dissent by registered mail
to the Secretary of the corporation immediately after the
adjournment of the meeting.  A Director who voted in favor of such
action may not dissent.

     3.11   Action by Board or Committee without a Meeting.

     Any action which could be taken at a meeting of the Board or of
any committee appointed by the Board may be taken without a meeting
if a written consent setting forth the action so taken is signed by
each of the Directors or by each committee member.  Any such written
consent shall be inserted in the minute book as if it were the
minutes of a Board or a committee meeting.

     3.12   Resignation.

     Any Director may resign at any time by delivering written
notice to the Chairman of the Board, the President, the Secretary or
the Board, or to the registered office of the corporation.  Any such
resignation shall take effect at the time specified therein, or if the 
<PAGE>
time is not specified, upon delivery thereof and, unless otherwise
specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

     3.13   Removal.

     Any Director may be removed with or without cause by the
holders of not less than two-thirds of the outstanding shares
present at a meeting and entitled to vote at an election of
Directors.

     3.14   Vacancies

     Any vacancy occurring on the Board may be filled by the
affirmative vote of a majority of the remaining Directors though
less than a quorum of the Board.  A Director elected to fill a
vacancy shall be elected for the unexpired term of his or her
predecessor in office or such lesser term as the Board shall
determine to be necessary to cause the classes of the Board to be as
equal in number as may be possible, or, if such vacancy exists by
reason of an increase in the number of Directors, for a term of
office continuing only until the next election of the class for
which such Director shall have been chosen and until his or her
successor shall be elected and qualify.

     3.15   Executive and other Committees.

            3.15.1   Standing or Temporary Committees.

     The Board may, by resolution passed by a majority of the whole
Board, appoint standing or temporary committees, each committee to
consist of one or more Directors of the corporation, and invest such
committees with such powers as it may see fit, subject to such
conditions as may be prescribed by the Board and by applicable law. 
The Board 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 such
member or members constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in the place of
any such absent or disqualified member.

            3.15.2   Executive Committee.

     An Executive Committee shall have and may exercise all of the
authority of the Board, except that no such committee shall have the
authority to:  (1) declare dividends or distributions, except at a
rate or in periodic amount determined by the Board, (2) approve or
recommend to stockholders actions or proposals required by the
General Corporation Law of the State of Delaware to be approved by
stockholders, (3) fill vacancies on the Board or any committee
thereof, (4) amend these By-Laws, (5) authorize or approve the
reacquisition of shares unless pursuant to general formula or
<PAGE>
method specified by the Board, (6) fix compensation of any Director
for serving on the Board or on any committee, (7) approve a plan of
merger, consolidation, or exchange of shares not requiring
stockholder approval, (8) reduce earned or capital surplus, or
(9) appoint other committees of the Board or members thereof.

            3.15.3   Minutes of Meetings.

     All committees so appointed shall keep regular minutes of their
meetings and shall cause them to be recorded in books kept for that
purpose.

            3.15.4   Resignation.

     Any member of any committee may resign at any time by
delivering written notice thereof to the Chairman of the Board, the
President, the Secretary, the Board or the Chairman of such
Committee.  Any such resignation shall take effect at the time
specified therein, or if the time is not specified, upon delivery
thereof and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

            3.15.5   Removal.

     The Board may remove from office any member of any committee
elected or appointed by it or by an Executive Committee, but only by
the affirmative vote of not less than a majority of the whole Board.

     3.16   Compensation.

     By Board resolution, Directors and committee members may be
paid their expenses, if any, of attendance at each Board or
committee meeting or for all or portions of days spent working at
the request of the corporation on its affairs, or a fixed sum for
attendance at each Board or committee meeting or for all or portions
of days spent working at the request of the corporation on its
affairs, or a stated salary as Director or a committee member, or a
combination of the foregoing.  No such payment shall preclude any
Director or committee member from serving the corporation in any
other capacity and receiving compensation therefor.

                  ARTICLE 4.      OFFICERS

     4.1  Number.

     The officers of the corporation shall be a Chairman of the
Board, a President and a Secretary, each of whom shall be elected by
the Board.  One or more Vice Presidents and such other officers and
assistant officers may be elected or appointed by the Board, such
officers and assistant officers to hold office for such period, have
such authority and
<PAGE>
perform such duties as are provided in these By-Laws or as may be
provided by resolution of the Board.  Any officer may be assigned by
the Board any additional title that the Board deems appropriate. 
The Board may delegate to any officer or agent the power to appoint
any such subordinate officers or agents and to prescribe their
respective terms of office, authority and duties.  Any two or more
offices may be held by the same person.

     4.2    Election and Term of Office.

     The officers of the corporation shall be elected annually by
the Board at the Board meeting held after the annual meeting of the
stockholders.  If the election of officers is not held at such
meeting, such election shall be held as soon thereafter as a Board
meeting conveniently may be held.  Unless an officer dies, resigns,
or is removed, he or she shall hold office until the next annual
meeting of the Board or until his or her successor is elected.

     4.3    Resignation.

     Any officer may resign at any time by delivering written notice
to the Chairman of the Board, the President, a Vice President, the
Secretary or the Board.  Any such resignation shall take effect at
the time specified therein, or if the time is not specified, upon
delivery thereof and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.

     4.4    Removal.

     Any officer or agent elected or appointed by the Board may be
removed by the Board whenever in its judgment the best interests of
the corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so
removed.

     4.5    Vacancies.

     A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office or any other cause may be
filled by the Board for the unexpired portion of the term or for a
new term established by the Board.

     4.6    Chairman of the Board.

     The Chairman of the Board shall be the chief executive officer
of the corporation unless some other officer is so designated by the
Board, shall preside over meetings of the Board and stockholders,
and, subject to the Board's control, shall supervise and control all
of the assets, business and affairs of the corporation.  The
Chairman of the Board may sign, with the Secretary or an Assistant
Secretary or with the Treasurer or an Assistant 
<PAGE>
Treasurer, certificates for shares of the corporation.  The Chairman
of the Board may sign deeds, mortgages, bonds, contracts, or other
instruments, except when the signing and execution thereof have been
expressly delegated by the Board or by these By-Laws to some other
officer or agent of the corporation or are required by law to be
otherwise signed or executed by some other officer or in some other
manner.  In general, the Chairman of the Board shall perform all
duties incident to the office of the chief executive officer of a
corporation and such other duties as are prescribed by the Board
from time to time.

     4.7    President.

     The President shall be the chief operating officer of the
corporation unless some other officer is so designated by the Board
and, in the event of the death of the Chairman of the Board or his
or her inability to act, the President shall perform the duties of
the Chairman of the Board, with all the powers and subject to all
the restrictions upon the Chairman of the Board.  The President may
sign, with the Secretary or an Assistant Secretary or with the
Treasurer or an Assistant Treasurer, certificates for shares of the
corporation.  The President shall have, to the extent authorized by
the Chairman of the Board or the Board, the same powers as the
Chairman of the Board to sign deeds, mortgages, bonds, contracts, or
other instruments.  The President shall perform such other duties as
from time to time may be assigned to him or her by the Chairman of
the Board or by the Board.

     4.8    Vice Presidents.

     The Vice Presidents may sign, with the Secretary or an
Assistant Secretary or with the Treasurer or an Assistant Treasurer,
certificates for shares of the corporation.  The Vice Presidents
shall perform such other duties as from time to time may be assigned
to each of them by the Chairman of the Board, the President or by
the Board.

     4.9    Secretary.

     The Secretary shall:  (a) keep the minutes of meetings of the
stockholders and the Board in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance with
the provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records and seal of the corporation;
(d) keep registers of the post office address of each stockholder
and Director; (e) sign certificates for shares of the corporation;
(f) have general charge of the stock transfer books of the
corporation; (g) sign with the President, or other officer
authorized by the President or the Board, deeds, mortgages, bonds,
contracts, or other instruments; and (h) in general perform all
duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him or her by the President or
by the Board.  In the absence of the Secretary, an Assistant
Secretary may perform the duties of the Secretary.

<PAGE>
     4.10   Salaries.

     The salaries of the officers shall be fixed from time to time
by the Board or by any person or persons to whom the Board has
delegated such authority.  No officer shall be prevented from
receiving such salary by reason of the fact that he or she is also a
Director of the corporation.

          ARTICLE 5.   CONTRACTS, LOANS, CHECKS AND DEPOSITS

     5.1  Contracts.

     The Board may authorize any officer or officers, or agent or
agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation.  Such
authority may be general or confined to specific instances.

     5.2    Loans.

     No loans shall be contracted on behalf of the corporation and
no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board.  Such authority may be
general or confined to specific instances.

     5.3    Checks, Drafts, Etc.

     All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, or agent or
agents, of the corporation and in such manner as is from time to
time determined by resolution of the Board.

     5.4    Deposits.

     All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Board may
select.
            ARTICLE 6.   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     6.1  Issuance of Shares.

     No shares of the corporation shall be issued unless authorized by the
Board, which authorization shall include the maximum number of shares to be
issued and the consideration to be received for each share.
<PAGE>

     6.2    Certificates for Shares.

     Certificates representing shares of the corporation shall be
signed by the Chairman of the Board or the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary and shall include on their face
written notice of any restrictions which may be imposed on the
transferability of such shares.  If such certificate is
countersigned (1) by a Transfer Agent other than the corporation or
its employee, or (2) by a Registrar other than the corporation or
its employee, any other signature on the certificate may be a
facsimile.  In case any officer, Transfer Agent or Registrar who has
signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, Transfer Agent or
Registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person was such officer,
Transfer Agent or Registrar at the date of issue.  All certificates
shall be consecutively numbered or otherwise identified.

     6.3    Transfer Agents and Registrars.

     The Board may, in its discretion, appoint responsible banks or
trust companies in Sterling, Virginia, and in such other city or
cities as the Board may deem advisable, from time to time, to act as
Transfer Agents and Registrars of the stock of the corporation and,
when such appointments shall have been made, no stock certificate
shall be valid until countersigned by one of such Transfer Agents
and registered by one of such Registrars.

     6.4    Restriction on Transfer.

     Except to the extent that such certificates represent shares of
the corporation that have been registered under the Securities Act
of 1933, or unless the corporation has otherwise obtained an opinion
of counsel acceptable to the corporation that transfer restrictions
are not required under applicable securities laws or unless in any
particular transaction or series of transactions the corporation has
otherwise adequately provided for transfer restrictions under
applicable securities laws, all certificates representing shares of
the corporation shall bear a legend, on the face of the certificate
or on the reverse of the certificate if a reference to the legend is
contained on the face, that shall read substantially as follows:

     "The securities evidenced by this certificate have
     not been registered under the Securities Act of
     1933 or any applicable state law, and no interest
     therein may be sold, distributed, assigned,
     offered, pledged or otherwise transferred unless
     (a) there is an effective registration statement
     under such Act and applicable state securities
     laws covering any such transaction involving said
     securities or (b) this corporation receives an
     opinion of legal counsel for the holder of these
     securities (concurred in by legal counsel for this
     corporation) stating that such transaction is
     exempt from registration or
<PAGE>
     this corporation otherwise satisfies itself that such
     transaction is exempt from registration."

     6.5    Transfer of Shares.

     Shares may be transferred by delivery of the certificates
therefor, accompanied either by an assignment in writing on the back
of the certificates or by written power of attorney to sell, assign
and transfer the same, signed by the record holder thereof, but no
transfer shall affect the right of the corporation to pay any
dividend upon the shares to the holder of record thereof or to treat
the holder of record as the holder in fact thereof for all purposes,
and no transfer shall be valid, except between the parties thereto,
until such transfer shall have been made upon the books of the
corporation.  All certificates surrendered to the corporation for
transfer shall be cancelled and no new certificate shall be issued
until the former certificates for a like number of shares shall have
been surrendered and cancelled.

     6.6    Lost or Destroyed Certificates.

     In the case of a lost, destroyed or mutilated certificate, a
new certificate may be issued therefor upon such terms and indemnity
to the corporation as the Board may prescribe.

                 ARTICLE 7.   BOOKS AND RECORDS

     The corporation shall keep correct and complete books and
records of account, stock transfer books, minutes of the proceedings
of its stockholders and Board and such other records as may be
necessary or advisable.

                   ARTICLE 8.   FISCAL YEAR

     The fiscal year of the corporation shall be the twelve months
ending March 31, provided that if a different fiscal year is at any
time selected for purposes of federal income taxes, the fiscal year
shall be the year so selected.

                      ARTICLE 9.       SEAL

     The seal of the corporation shall consist of the name of the
corporation, the state of its incorporation and the year of its
incorporation.

                  ARTICLE 10.  INDEMNIFICATION

     To the full extent permitted by the General Corporation Law of
the State of Delaware, the corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any
civil, criminal, administrative or investigative action, suit or
proceeding (whether brought by or in the right of the corporation or
otherwise) by
<PAGE>
reason of the fact that he or she is or was a Director or officer of
the corporation, or is or was serving at the request of the
corporation as a Director or officer of another corporation, against
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding; and the Board may,
at any time, approve indemnification of any other person which this
corporation has the power to indemnify under the General Corporation
Law of the State of Delaware.  The indemnification provided by this
Article shall not be deemed exclusive of any other rights to which a
person may be entitled as a matter of law or by contract or by vote
of the Board or the stockholders.  The corporation may purchase and
maintain indemnification insurance for any person to the extent
provided by applicable law.

                   ARTICLE 11.   AMENDMENTS

     These By-Laws may be altered, amended, restated or repealed and
new By-Laws may be adopted by the Board at any regular or special
meeting of the Board.  The stockholders may also make, alter, amend
or repeal the By-Laws of the corporation at any annual meeting or at
a special meeting, if the substance of such amendment shall be
contained in the notice of such meeting of stockholders, or by
written consent.
     
The foregoing By-Laws were adopted by the Board of Directors on
February 24, 1994 and amended by the Board of Directors on
August 22, 1996.