Exhibit 3.3
                               BY-LAWS
                                  OF
                       TIME WARNER COMPANIES, INC.
                                
                                
                               ARTICLE I
                                Offices

          SECTION 1.  Registered Office.  The registered office
of Time Warner Companies, Inc. (the "Corporation"), in the State
of Delaware shall be at 32 Loockerman Square, Suite L-100, City
of Dover, County of Kent, Delaware 19904.  The name of the
registered agent in charge thereof is The Prentice-Hall
Corporation System, Inc.

          SECTION 2.  Other Offices.  The Corporation may have such 
other office or offices in such place or places, within or without the 
State of Delaware, as the Board of Directors (the "Board") may from
time to time determine or the business of the Corporation may require.
 
                           ARTICLE II
                    Meetings of Stockholders
            Stockholders' Consent in Lieu of Meeting

          SECTION 1.  Place of Meetings.  All meetings of the 
stockholders of the Corporation (the "stockholders") shall be
held at the office of the Corporation or at such other place or
places, within or without the State of Delaware, as may from time
to time be fixed by the Board or the President.

          SECTION 2.  Annual Meetings.  The annual meeting of the
stockholders for the election of directors and for the transaction 
of such other business as may properly come before the meeting 
shall be held on such date and at such place and hour as shall 
be fixed by the Board and specified in the notice of such meeting.

          SECTION 3.  Special Meeting.  A special meeting of the
stockholders for any purpose or purposes, unless otherwise
prescribed by law, may be called at any time by the President or
by order of the Board or by a stockholder or stockholders holding
of record at least 50% of all the shares of stock of the
Corporation then outstanding and entitled to vote thereat, to be
held on such date and at such place and hour as shall be
specified in the notice thereof.

          SECTION 4.  Notice of Meetings.  Except as otherwise
provided by law, written notice of each meeting of the
stockholders shall be given not less than 10 days nor more than
60 days before the date on which the meeting is to be held, to
each stockholder of record entitled to notice of, or to vote at,
such meeting by delivering a notice thereof to such stockholder
personally, or by depositing such notice in the United States
mail in a postage-prepaid envelope addressed to him at his post
office address furnished by him to the Secretary for such
purpose, or, if he shall not have furnished his address to the
Secretary for such purpose, then at his post office address as it
appears on the records of the Corporation, or by transmitting a
notice thereof to him at such address by telegraph, cable or
other form of recorded communication.  Every such notice shall
state the place, date and hour of the meeting and, in the case of
a special meeting, the purpose or purposes thereof.

          Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall attend such
meeting in person or by proxy (other than a stockholder who
attends such 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), or who
shall have waived notice thereof as provided in Article XII.

          SECTION 5.  List of Stockholders.  It shall be the duty
of the Secretary or other officer of the Corporation who shall
have charge of its stock ledger, to prepare and make, at least 10
days before every meeting of the stockholders, a complete list of
the stockholders entitled to vote thereat, arranged in
alphabetical order and showing the address of each stockholder
and the number of shares registered in such stockholder's name. 
Such list shall be produced and kept available at the time and
places required by law.

          SECTION 6.  Quorum.  At each meeting of the
stockholders, except as otherwise provided by law or by the
Certificate of Incorporation of the Corporation, stockholders
holding of record a majority of the shares of stock of the
Corporation entitled to be voted thereat shall be present in
person or by proxy to constitute a quorum for the transaction of
business.  The absence from any meeting of stockholders holding
the number of shares of stock of the Corporation required by the
laws of the State of Delaware or by the Certificate of
Incorporation of the Corporation or by these By-laws for action
upon any given matter shall not prevent action at such meeting
upon any other matter or matters which may properly come before
the meeting, if there shall be present thereat in person or by
proxy stockholders holding the number of shares of stock of the
Corporation required in respect of such other matter or matters.

          SECTION 7.  Adjournments.  In the absence of a quorum
at any meeting of stockholders or any adjournment or adjournments
thereof, a majority in voting interest of those present in person
or by proxy and entitled to vote thereat, or in the absence
therefrom of all the stockholders, any officer entitled to
preside at, or to act as secretary of, such meeting may adjourn
such meeting from time to time.  At any such adjourned meeting at
which a quorum may be present, any business may be transacted
which might have been transacted at the meeting as originally
called.  Notice of any adjourned meeting of the stockholders need
not be given if the time and place thereof are announced at the
meeting at which the adjournment is taken, except if the
adjournment is for more than 30 days or if after the adjournment
a new record date is fixed for the adjourned meeting.

          SECTION 8.  Organization.  At each meeting of the
stockholders, the President, or, in his absence, a chairman
chosen by a majority in voting interest of the stockholders
present in person or by proxy and entitled to vote thereat, shall
act as chairman.  The Secretary, or, in his absence, an Assistant
Secretary, shall act as secretary at all meetings of the
stockholders.  In the absence of the Secretary and the Assistant
Secretaries, the chairman may appoint any person present to act
as secretary of the meeting.

          SECTION 9.  Order of Business.  The order of business
at each meeting of the stockholders shall be determined by the
chairman of the meeting, but such order of business may be changed 
by the vote of a majority in voting interest of stockholders present 
in person or by proxy and entitled to vote thereat.

          SECTION 10.  Voting.  Except as otherwise provided by
law or by the Certificate of Incorporation of the Corporation,
each stockholder shall, at each meeting of stockholders, be entitled 
to one vote in person or by proxy for each share of stock of the 
Corporation registered in his name on the books of the Corporation:

          (a) on the date fixed by the Board as the record date
      for the determination of stockholders entitled to notice
      of and to vote at such meeting, which date shall be not
      more than 60 nor less than 10 days before the date of such
      meeting; or

          (b) if no such record date shall have been fixed,
      then (i) at the close of business on the day next
      preceding the day on which notice of the meeting shall be
      given, or (ii) if notice of the meeting shall be waived,
      at the close of business on the day next preceding the day
      on which the meeting shall be held.

          Shares of its own stock belonging to the Corporation
shall not be voted directly or indirectly.  At all meetings of
the stockholders all matters, except as otherwise provided by the
Certificate of Incorporation of the Corporation, by these By-laws
or by law, shall be decided by the vote of a majority in voting
interest of stockholders present in person or by proxy and
entitled to vote thereat, a quorum being present.  Except as
otherwise provided by the Certificate of Incorporation of the
Corporation, by these By-laws or by law, or demanded by a
stockholder present in person or by proxy at any meeting of the
stockholders and entitled to vote thereat, or so directed by the
chairman of the meeting, the vote thereat on any question need
not be by ballot.  On a vote by ballot, each ballot shall be
signed by the stockholder voting, or by his proxy if there be
such proxy, and shall state the number of shares voted.

          SECTION 11.  Action by Consent.  Anything in these
By-laws to the contrary notwithstanding, any action required by
law to be, or which may 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 in person or
by proxy 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.  Such writing or writings
shall be filed with the minutes of stockholders' meetings and
prompt notice of the taking of any such 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.  The property, business and
affairs of the Corporation shall be managed by the Board, which
may exercise all such authority and powers of the Corporation and
do all such lawful acts and things as are not by law, by the
Certificate of Incorporation of the Corporation or by these By-laws 
directed or required to be exercised or done by the stockholders.

          SECTION 2.  Number and Term of Office.  The number of
members constituting the Board of Directors shall be three or
such other number as shall be determined from time to time by
resolutions adopted by a majority of the whole Board.  As used
herein, the term "whole Board" shall mean the total number of
positions on the Board fixed in the manner provided by these
By-laws, regardless of the number of directors then holding
office.  Directors need not be stockholders.  Each director shall
hold office until his successor shall have been elected and shall
qualify, or until his earlier death, or until his earlier
resignation or removal in the manner hereinafter provided.

          SECTION 3.  Election of Directors.  At each meeting of
the stockholders for the election of directors at which a quorum
is present, the persons receiving the greatest number of votes,
up to the number of directors to be elected, shall be the directors.

          SECTION 4.  Quorum and Manner of Acting.  Except as
otherwise expressly required by applicable law, by the
Certificate of Incorporation of the Corporation or by these
By-laws, a majority of the directors then holding office shall
constitute a quorum for the transaction of business at any
meeting and the act of a majority of the directors present at any
meeting at which there is a quorum shall be the act of the Board;
provided, however, that, if the number of directors then holding
office shall be a number less than three, one director shall
constitute a quorum for the transaction of business at any meeting. 
In the absence of a quorum, a majority of the directors present may 
adjourn any meeting from time to time until a quorum shall be 
present thereat.  Notice of any adjourned meeting need not be given.

          SECTION 5.  Place of Meeting.  The Board may hold its meetings 
at such place or places within or without the State of Delaware as 
the Board may from time to time determine or as shall be specified or 
fixed in the respective notices or waivers of notice thereof.

          SECTION 6.  Organizational Meetings.  The Board shall
meet for the purpose of organization, the election of officers
and the transaction of other business as soon as practicable
after the annual election of directors and on the same day and at
the same place at which a regular meeting of the Board is to be
held, in which case notice of such meeting need not be given, or
at any other time or place which shall be specified in a notice
given as provided in Section 9 of this Article III or in a
consent and waiver of notice thereof signed by all the directors.

          SECTION 7.  Regular Meetings.  Regular meetings of the
Board shall be held at such places and at such times as the Board
shall from time to time determine.

          SECTION 8.  Special Meetings.  Special meetings of the
Board, at which any and all business may be transacted, shall be
held whenever called by any director.

          SECTION 9.  Notice of Meetings.  Notice of regular
meetings of the Board need not be given.  Notice of each special
meeting of the Board shall be mailed to each director, addressed
to him at his residence or usual place of business, at least two
days before the day on which the meeting is to be held, or shall
be sent to him at such place by telegraph, cable or other form of
recorded communication, or be given personally or by telephone,
not later than the day before the day on which such meeting is to
be held.  Every such notice shall state the time and place of the
meeting but need not state the purposes thereof except as
otherwise by these By-laws provided.  Notice of any meeting of
the Board need not be given to any director who shall have waived
notice thereof as provided in Article XII.  The Secretary, or, in
his absence, an Assistant Secretary, or, in the absence of the
Secretary and Assistant Secretaries, any person appointed by the
chairman, shall act as secretary of the meeting.

          SECTION 10.  Order of Business.  At all meetings of the
Board, business shall be transacted in the order determined by
the chairman of the meeting, subject to the approval of the Board.

          SECTION 11.  Action by Consent.  Any action required or
permitted to be taken at any meeting of the Board or of any committee 
thereof may be taken without a meeting if all members of the 
Board or of such committee, as the case may be, consent thereto in
a writing or writings and such writing or writings are filed with
the minutes of the proceedings of the Board or such committee.

          SECTION 12.  Action by Means of Conference Telephone or
Similar Communications Equipment.  Any member of the Board of
Directors or any committee thereof may participate in any meeting
of the Board or of such committee, as the case may be, by means
of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute
presence in person at such meeting.

          SECTION 13.  Resignations.  Any director of the
Corporation may resign at any time by giving written notice to
the Board, the President or the Secretary.  The resignation of
any director shall take effect upon receipt of such notice or at
any later date specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be
necessary to make it effective.

          SECTION 14.  Removal of Directors.  Any director or the
entire Board may be removed, either with or without cause, at any
time, by the affirmative vote of stockholders holding of record a
majority of the shares of stock of the Corporation entitled to be
voted at a meeting of stockholders, given at a special meeting of
stockholders called for the purpose; and the vacancy in the Board
caused by any such removal may be filled by the stockholders at
such meeting or as otherwise provided in Section 15 of this
Article III.

          SECTION 15.  Vacancies.  Any vacancies in the Board
caused by death, resignation, removal, disability, an increase in
the number of directors or any other cause may be filled by a
majority of the directors then in office, although less than a
quorum, or by a sole remaining director.  Each director so chosen
shall hold office until the next annual election and until his
successor shall have been elected and shall qualify, or until his
earlier death, or until his earlier resignation or removal in the
manner herein provided.  Any vacancy in the Board created by the
resignation of a director effective at a future date may be
filled by a majority of the directors then in office, including
such resigning director, the vote thereon to take effect when
such resignation becomes effective.

          SECTION 16.  Compensation.  Directors, as such, shall
not receive any stated salary for their services, but by
resolution of the Board may receive a fixed sum and expenses
incurred in performing the functions of director and member of
any committee of the Board.  Nothing herein contained shall be
construed so as to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
 
                           ARTICLE IV
                        Indemnification

          SECTION 1.  Right to Indemnification.  The Corporation
shall to the fullest extent permitted by applicable law as then
in effect indemnify any person (the "Indemnitee") who is or was a
director or officer of the Corporation and who is or was involved
in any manner (including, without limitation, as a party or a
witness) or is threatened to be made so involved in any
threatened, pending or completed investigation, claim, action,
suit or proceeding, whether civil, criminal, administrative or
investigation (including without limitation, any action, suit or
proceeding by or in the right of the Corporation to procure a
judgment in its favor) (a "Proceeding") by reason of the fact
that such person is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise (including, without limitation, any employee benefit
plan) against all expenses (including attorneys' fees), judgments, 
fines and amounts paid in settlement actually and reasonably 
incurred by such person in connection with such Proceeding.  
Such indemnification shall be a contract right and
shall include the right to receive payment in advance of any
expenses incurred by the Indemnitee in connection with such
Proceeding, consistent with the provisions of applicable law as
then in effect.

          SECTION 2.  Insurance, Contracts and Funding.  The
Corporation may purchase and maintain insurance to protect itself
and any person entitled to indemnification under this Article IV
against any expenses, judgments, fines and amounts paid in
settlement as specified in this Article IV or incurred by any
such person in connection with any Proceeding referred to in this
Article IV, to the fullest extent permitted by applicable law as
then in effect.  The Corporation may enter into contracts with
any person entitled to indemnification under this Article IV and
may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to
ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article IV.

          SECTION 3.  Indemnification Not Exclusive Right. The
right of indemnification provided in this Article IV shall not be
exclusive of any other rights to which those seeking
indemnification may otherwise be entitled, and the provisions  of
this Article IV shall inure to the benefit of the heirs and legal
representatives of any person entitled to indemnity under this
Article IV and shall be applicable to Proceedings commenced or
continuing after the adoption of this Article IV, whether arising
from acts or omissions occurring before or after such adoption.

          SECTION 4.  Advancement of Expenses; Procedures;
Presumptions and Effect of Certain Proceedings; Remedies.  In
furtherance, but not in limitation of the foregoing provisions,
the following procedures, presumptions and remedies shall apply
with respect to advancement of expenses and the right to
indemnification under this Article IV:

          (a)  Advancement of Expenses.  All reasonable expenses
incurred by or on behalf of the Indemnitee in connection with any
Proceeding shall be advanced to the Indemnitee by the Corporation
within 20 calendar days after the receipt by the Corporation of a
statement or statements from the Indemnitee requesting such
advance or advances from time to time, whether prior to or after
final disposition of such Proceeding.  Such statement or
statements shall reasonably evidence the expenses incurred by the
Indemnitee and, if required by law at the time of such advance,
shall include or be accompanied by an undertaking by or on behalf
of the Indemnitee to repay the amounts advanced if it should
ultimately be determined that the Indemnitee is not entitled to
be indemnified against such expenses pursuant to this Article IV.

          (b)  Procedure for Determination of Entitlement to
Indemnification.  (i)  To obtain indemnification under this
Article, an Indemnitee shall submit to the Secretary a written
request, including such documentation and information as is
reasonably available to the Indemnitee and reasonably necessary
to determine whether and to what extent the Indemnitee is
entitled to indemnification (the "Supporting Documentation"). 
The determination of the Indemnitee's entitlement to
indemnification shall be made not later than 60 calendar days
after receipt by the Corporation of the written request for
indemnification together with the Supporting Documentation.  The
Secretary shall, promptly upon receipt of such a request for
indemnification, advise the Board in writing that the Indemnitee
has requested indemnification.

        (ii)  The Indemnitee's entitlement to indemnification
under this Article IV shall be determined in one of the following
ways:  (A) by a majority vote of the Disinterested Directors (as
hereinafter defined); (B) by a written opinion of Independent
Counsel (as hereinafter defined) if a majority of such
Disinterested Directors so directs; (C) by the stockholders of
the Corporation (but only if a majority of the Disinterested
Directors presents the issue of entitlement to indemnification to
the stockholders for their determination); or (D) as provided in
Section 4(c) of this Article IV.

          (iii)  In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to
Section 4(b)(ii) of this Article IV, a majority of the
Disinterested Directors shall select the Independent Counsel, but
only an Independent Counsel to which the indemnitee does not
reasonably object.

          (c)  Presumptions and Effect of Certain Proceedings. 
Except as otherwise expressly provided in this Article IV, the
Indemnitee shall be presumed to be entitled to indemnification
under this Article IV upon submission of a request for
indemnification together with the Supporting Documentation in
accordance with Section 4(b)(i) of this Article IV, and
thereafter the Corporation shall have the burden of proof to
overcome that presumption in reaching a contrary determination. 
In any event, if the person or persons empowered under Section
4(b) of this Article IV to determine entitlement to
indemnification shall not have been appointed or shall not have
made a determination within 60 calendar days after receipt by the
Corporation of the request therefor together with the Supporting
Documentation, the Indemnitee shall be deemed to be entitled to
indemnification and the Indemnitee shall be entitled to such
indemnification unless (A) the Indemnitee misrepresented or
failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation or (B) such
indemnification is prohibited by law.  The termination of any
Proceeding described in Section 1 of this Article IV, or of any
claim, issue or matter therein, by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, adversely affect the right of the
Indemnitee to indemnification or create a presumption that the
Indemnitee did not act in good faith and in a manner which the
Indemnitee reasonably believed to be in or not opposed to the
best interests of the Corporation or, with respect to any
criminal Proceeding, that the Indemnitee had reasonable cause to
believe that his conduct was unlawful.

          (d)  Remedies of Indemnitee.  (i) In the event that a
determination is made pursuant to Section 4(b) of this Article IV
that the Indemnitee is not entitled to indemnification under this
Article IV, (A) the Indemnitee shall be entitled to seek an
adjudication of his entitlement to such indemnification either,
at the Indemnitee's sole option, in (x) an appropriate court of
the State of Delaware or any other court of competent
jurisdiction or (y) an arbitration to be conducted by a single
arbitrator pursuant to the rules of the American Arbitration
Association; (B) any such judicial proceeding or arbitration
shall be de novo and the Indemnitee shall not be prejudiced by
reason of such adverse determination; and (C) in any such
judicial proceeding or arbitration the Corporation shall have the
burden of proving that the Indemnitee is not entitled to
indemnification under this Article IV.

         (ii)  If a determination shall have been made or deemed
to have been made, pursuant to Section 4(b) or (c) of this
Article IV, that the Indemnitee is entitled to indemnification,
the Corporation shall be obligated to pay the amounts
constituting such indemnification within five days after such
determination has been made or deemed to have been made and shall
be conclusively bound by such determination unless (A) the
Indemnitee misrepresented or failed to disclose a material fact
in making the request for indemnification or in the Supporting
Documentation or (B) such indemnification is prohibited by law. 
In the event that (x) advancement of expenses is not timely made
pursuant to Section 4(a) of this Article IV or (y) payment of
indemnification is not made within five calendar days after a
determination of entitlement to indemnification has been made or
deemed to have been made pursuant to Section 4(b) or (c) of this
Article IV, the Indemnitee shall be entitled to seek judicial
enforcement of the Corporation's obligation to pay to the
Indemnitee such advancement of expenses or indemnification. 
Notwithstanding the foregoing, the Corporation may bring an
action, in an appropriate court in the State of Delaware or any
other court of competent jurisdiction, contesting the right of
the Indemnitee to receive indemnification hereunder due to the
occurrence of an event described in subclause (A) or (B) of this
clause (ii) (a "Disqualifying Event"); provided, however, that in
any such action the Corporation shall have the burden of proving
the occurrence of such Disqualifying Event.

        (iii)  The Corporation shall be precluded from asserting
in any judicial proceeding or arbitration commenced pursuant to
this Section 4(d) that the procedures and presumptions of this
Article IV are not valid, binding and enforceable and shall
stipulate in any such court or before any such arbitrator that
the Corporation is bound by all the provisions of this Article IV.

         (iv)  In the event that the Indemnitee, pursuant to this
Section 4(d) seeks a judicial adjudication of or an award in
arbitration to enforce his rights under, or to recover damages
for breach of, this Article IV, the Indemnitee shall be entitled
to recover from the Corporation, and shall be indemnified by the
Corporation against, any expenses actually and reasonably
incurred by the Indemnitee if the Indemnitee prevails in such
judicial adjudication or arbitration.  If it shall be determined
in such judicial adjudication or arbitration that the Indemnitee
is entitled to receive part of but not all the indemnification or
advancement of expenses sought, the expenses incurred by the
Indemnitee in connection with such judicial adjudication or
arbitration shall be prorated accordingly.

          (e)  Definitions.  For purposes of this Article IV:

          (i) "Disinterested Director" means a director of the
Corporation who is not or was not a party to the Proceeding in
respect of which indemnification is sought by the Indemnitee.
 
         (ii)  "Independent Counsel" means a law firm or a member
of a law firm that neither presently is, nor in the past five
years has been, retained to represent: (a) the Corporation or the
indemnitee in any matter material to either such party or (b) any
other party to the Proceeding giving rise to a claim for
indemnification under this Article IV.  Notwithstanding the
foregoing, the term "Independent Counsel" shall not include any
person who, under the applicable standards of professional
conduct then prevailing under the law of the State of Delaware,
would have a conflict of interest in representing either the
Corporation or the Indemnitee in an action to determine the
Indemnitee's rights under this Article IV.

          SECTION 5.  Effect of Amendments.  Neither the
amendment or repeal of, nor the adoption of a provision
inconsistent with, any provision of this Article IV (including,
without limitation, this Section 5) shall adversely affect the
rights of any director of officer under this Article IV with
respect to any Proceeding commenced or threatened prior to such
amendment, repeal or adoption of any inconsistent provision,
without the written consent of such director or officer.

          SECTION 6.  Severability.  If any provision or
provisions of this Article IV shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (a) the
validity, legality and enforceability of the remaining provisions
of this Article IV (including, without limitation, all portions
of any section of this Article IV containing any such provision
held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby; and (b) to the fullest
extent possible, the provisions of this Article IV (including,
without limitation, all portions of any section of this Article
IV containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or
unenforceable.

         SECTION 7. Indemnification of Employees and Agents. 
Notwithstanding any other provision or provisions of this Article
IV, the Corporation may indemnify (including, without limitation,
by direct payment) any person (other than a director or officer
of the Corporation) who is or was involved in any manner
(including, without limitation, as a party or witness) or is
threatened to be made so involved in any Proceeding by reason of
the fact that such person is or was an employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise (including, without limitation, any employee benefit
plan) against any or all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement incurred in
connection with such Proceeding.
 
                           ARTICLE V
                           Committees

          SECTION 1.  Appointment and Powers.  The Board may, by
resolution passed by a majority of the whole Board, designate one
or more committees, each committee to consist of one or more of
the directors of the Corporation.  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 he or they
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.  Any such committee, to the extent
provided in the resolution of the Board, shall have and may
exercise all the powers and authority of the Board in the
management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of
Incorporation of the Corporation (except that a committee may, to
the extent authorized in the resolution or resolutions providing
for the issuance of shares of stock of the Corporation adopted by
the Board as provided in Section 151 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), adopting an agreement of merger or consolidation
under Section 251 or 252 of the General Corporation Law of the
State of Delaware, recommending to the stockholders the sale,
lease or exchange of all or substantially all the Corporation's
property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution,
or amending the By-laws of the Corporation, and unless the
resolution or the Certificate of Incorporation of the Corporation
expressly so provides, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of
stock of the Corporation or to adopt a certificate of ownership
and merger pursuant to Section 253 of the General Corporation Law
of the State of Delaware.  Such committee or committees shall
have such name or names as may be determined from time to time by
resolution adopted by the Board.

          SECTION 2.  Committee Minutes.  Each committee shall
keep regular minutes of its meetings and report the same to the
Board when required.
 
                           ARTICLE VI
                            Officers

          SECTION 1.  Number.  The officers of the Corporation
shall be a President, a Treasurer and a Secretary.  Other
officers may be elected in accordance with the provisions of
Section 3 of this Article VI including without limitation an
Executive Vice President, one or more Vice Presidents and one or
more Assistant Secretaries or Assistant Treasurers.  One person
may hold the offices and perform the duties of any two or more of
said officers.

          SECTION 2.  Election, Term of Office, Qualifications
and Removal.  The officers shall be elected by the Board.  Each
officer shall hold office until his successor shall have been
elected and shall qualify or until his earlier death, or until
his earlier resignation or removal in the manner hereinafter provided. 
The President shall be elected from among the members of the 
Board.  Any officer may be removed at any time, either with or 
without cause, by an affirmative vote of a majority of the Board.

          SECTION 3.  Additional Officers.  The Board may from
time to time elect such other officers as it may deem necessary
who shall hold their offices for such terms and shall exercise
such powers and perform such duties as the Board may from time to
time specify.  The Board or the President may from time to time
appoint such agents and employees of the Corporation as may be
deemed proper who shall hold office for such period, have such
authority and perform such duties as are provided in these By-laws 
or as the Board or the President may from time to time prescribe.

          SECTION 4. Resignations.  Any officer may resign at any
time by giving notice to the Board, the President or the 
secretary.  Any such resignation shall take effect at the date of
receipt of such notice or at any later date specified therein;
and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

          SECTION 5.  Vacancies.  Any vacancies in any office
because of death, resignation, removal or disability shall be
filled for the unexpired portion of the term in the manner
prescribed in these By-laws for election to such office.

          SECTION 6.  President.  The President, subject to the
direction of the Board, shall be the chief executive officer of
the Corporation, shall have the responsibility for the general
management and control of the affairs and business of the
Corporation, shall have the direction of all other officers,
agents and employees and may delegate such duties and powers to
the other officers of the Corporation as he deems appropriate. 
He shall preside at the meetings of the Board and of the
stockholders.

          SECTION 7.  Executive Vice President.  The Executive
Vice President, in the absence of or disability of the President,
shall perform the duties of the President and, when so acting,
should have all the powers of, and be subject to all the
restrictions upon, the President and shall also perform such
other duties as may be delegated to him from time to time by the
Board or by the President.

          SECTION 8.  Vice Presidents.  Each Vice President shall
have such powers and perform such duties as the President or the
Board may from time to time prescribe.  In case of the absence of
or disability of the President and the Executive Vice President,
the Vice Presidents, in the order of their respective seniorities
or areas of responsibility, shall perform 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.

          SECTION 9.  Treasurer.  The Treasurer shall receive and
have the custody of all moneys and securities belonging to the
Corporation, and shall deposit all moneys in the name and to the
credit of the Corporation.  He shall disburse for its account the
funds of the Corporation, taking proper vouchers therefor, but
each person or persons as he may from time to time authorize
shall have authority to draw checks against deposits of the
Corporation in any bank or trust company, and drafts as required,
to endorse checks, drafts, bills of exchange, orders and
certificates of deposit which may need endorsement, for deposit
to the credit of the Corporation in any bank or trust company,
and to accept drafts or bills of exchange which may be drawn on
the Corporation.  He shall keep such records as may be required
in the proper performance of his duties and shall render to the
President and the Board, at the regular meetings of the Board and
whenever they may desire it, an account of all his transactions
as Treasurer and of the financial condition of the Corporation,
and shall perform all acts incident to the position of Treasurer.

          SECTION 10.  Secretary.  The Secretary shall have the
custody of all stock certificate books, transfer books and stock
ledgers, and all books, records and papers of the Corporation
except such as the Treasurer shall have charge of.  He shall
affix the corporate seal to all documents and contracts requiring
the corporate seal when the same shall have been signed on behalf
of the Corporation by a duly authorized officer, employee or
agent.  He shall, to the extent practicable, attend and keep the
minutes of all meetings of the Board, the stockholders and any
committees of the Board in one or more books kept for that
purpose.  He shall attend to the giving and serving of all
notices of meetings of stockholders and special meetings of
directors and such other notices as he may be directed to give
and serve by the Board.  He shall, in general, subject to the
control of the Board, perform all the duties incident to the
office of Secretary and such other duties as may be from time to
time assigned to him by the Board or the President.

          SECTION 11.  Assistant Secretaries.  The Assistant
Secretary or, if there be more than one Assistant Secretary, any
Assistant Secretary, shall, in the absence, disability or death
of the Secretary, perform the duties and exercise the powers of
the Secretary.  Each Assistant Secretary shall have such other
powers and shall perform such other duties as may be from time to
time assigned to him by the Board, by the President or by the Secretary.
 
                          ARTICLE VII
         Contracts, Checks, Drafts, Bank Accounts, etc.

          SECTION 1.  Execution of Documents.  The Board shall
designate the officers, employees and agents of the Corporation
who shall have power to execute and deliver deeds, contracts,
mortgages, bonds, debentures, checks, drafts and other orders for
the payment of money and other documents for and in the name of
the Corporation and may authorize such officers, employees and
agents to delegate such power (including authority to redelegate)
by written instrument to other officers, employees or agents of
the Corporation.  Unless so authorized by the Board, no such
officer, employee or agent shall have any power or authority to
bind the Corporation by any contract or engagement or pledge its
credit or render it liable for any purpose or amount.

          SECTION 2.  Deposits.  All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation or otherwise as the Board or the
President or any other officer of the Corporation to whom power
in that respect shall have been delegated by the Board shall select.

          SECTION 3.  Proxies in Respect of Stock or Other
Securities of Other Corporations.  The Board shall designate the
officers of the Corporation who shall have authority from time to
time to appoint an agent or agents of the Corporation to exercise
in the name and on behalf of the Corporation the powers and
rights which the Corporation may have as the holder of stock or
other securities or interests in any other corporation or
business entity and to vote or consent in respect of such stock,
securities or interest; such designated officers may instruct the
person or persons so appointed as to the manner of exercising
such powers and rights; and such designated officers may execute
or cause to be executed in the name and on behalf of the
Corporation and under its corporate seal, or otherwise, such
written proxies, powers of attorney and other instruments as they
may deem necessary or proper in order that the Corporation may
exercise its said powers and rights.
 
                          ARTICLE VIII
                       Books and Records

          The books and records of the Corporation may be kept at
such places within or without the State of Delaware as the Board
may from time to time determine.
 
                           ARTICLE IX
                                 
                   Shares and Their Transfer

          SECTION 1.  Certificates for Shares.  Every owner of
stock of the Corporation shall be entitled to have a certificate
certifying the number of shares owned by him in the Corporation
and designating the class of stock to which such shares belong,
which shall otherwise be in such form as the Board shall
prescribe.  Each such certificate shall be signed by or in the
name of the Corporation by the President or a Vice President and
by the Secretary or the Treasurer.  Any of or all such signatures
may be facsimiles.  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 nevertheless be issued by the Corporation with the same
effect as if he were such officer, transfer agent or registrar at
the date of issue.  A record shall be kept of the name of the
person, firm or corporation owning the shares represented by each
certificate for stock of the Corporation issued, the number of
shares represented by each such certificate, the date thereof
and, in the case of cancellation, the date of cancellation.

          SECTION 2.  Transfer of Shares.  The transfer of stock
and certificates which represent the stock of the Corporation
shall be governed by Article 8 of Subtitle 1 of Title 6 of the
Delaware Code (the Uniform Commercial Code), as amended from time
to time.  Except as otherwise expressly required by law, the
person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as
regards the Corporation.

          SECTION 3.  Lost, Destroyed and Mutilated Certificates. 
(a)  Where a certificate for stock of the Corporation has been
lost, apparently destroyed or wrongfully taken, the issuance of a
new stock certificate or the claims based on such certificate shall 
be governed by Article 8 of Subtitle 1 of Title 6 of the Delaware Code 
(the Uniform Commercial Code), as amended from time to time.

          (b)  Where the holder of any certificate for stock of
the Corporation notifies the Corporation of the mutilation of
such certificate within a reasonable time after he has notice of
it, the Corporation will issue a new certificate for stock in
exchange for such mutilated certificate theretofore issued by it.

          (c)  The Board may, in its discretion, require the
owner of the lost, stolen, destroyed or mutilated certificate to
give the Corporation a bond in such sum, limited or unlimited, in
such form and with such surety or sureties sufficient to
indemnify the Corporation against any claim that may be made
against it on account of the loss, theft, destruction or
mutilation of any such certificate or the issuance of any such
new certificate.
 
                           ARTICLE X
                              Seal

          The Board may provide a corporate seal, which shall be
in the form of a circle and shall bear the full name of the
Corporation, the words "Corporate Seal" and in figures the year
of its incorporation, or such other words or figures as the Board
may approve and adopt.
 
                           ARTICLE XI
                           Fiscal Year

          The fiscal year of the Corporation shall end on the
31st day of December in each year or on such other date as may be
determined by resolution of the Board.
 
                          ARTICLE XII
                        Waiver of Notice

          Whenever any notice whatever is required to be given by
these By-laws or by the Certificate of Incorporation of the
Corporation or by any law, the person entitled thereto may, in
person or by attorney thereunto authorized, in writing or by
telegraph, cable or other form of recorded communication, waive
such notice, whether before or after the meeting or other matter
in respect of which such notice is given, and in such event such
notice need not be given to such person and such waiver shall be
deemed equivalent to such notice.
 
                          ARTICLE XIII
                           Amendments

          These By-laws, or any of them, may be altered, amended
or repealed, or new By-laws may be made, at any annual or special
meeting, by the stockholders having voting power, or by Board
action.  By-laws made, altered or amended by the Board shall be
subject to alteration, amendment or repeal by the stockholders.

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