EXHIBIT 3.1

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/10/1997
971077721 - 2725137

			CERTIFICATE OF INCORPORATION

				     OF

			      3COM CORPORATION

     FIRST:  The name of the Corporation is 3Com Corporation (hereinafter
sometimes referred to as the "Corporation").

     SECOND:  The address of the registered office of the Corporation in
the State of Delaware is 15 East North Street, in the City of Dover,
County of Kent.  The name of the registered agent at that address is
Incorporating Services, Ltd.

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

     FOURTH:  The Corporation is authorized to issue a total of one
thousand (1,000) shares of stock in one class designated as "Common     
Stock", par value $0.001 per share.

     FIFTH:  The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors.  In addition to the     
powers and authority expressly conferred upon them by Statute or by this
Certificate of Incorporation or the Bylaws of the Corporation, the directors
are hereby empowered to exercise all such powers and do all such acts and
things as may be exercised or done by the Corporation.  Election of
directors need not be by written ballot, unless the Bylaws so provide.

     SIXTH:  The Board of Directors is authorized to make, adopt, amend,
alter or repeal the Bylaws of the Corporation.  The stockholders shall
also have power to make, adopt, amend, alter or repeal the Bylaws of the
Corporation.

     SEVENTH:  The name and address of the incorporator is as follows:

		    Andrea Charvet          
		    GRAY CARY WARE & FREIDENRICH
		    400 Hamilton Avenue
		    Palo Alto, California 94301

     EIGHTH:  To the fullest extent permitted by the Delaware General         
Corporation Law, a director of this Corporation shall not be liable to     
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director.  Any repeal or modification of the foregoing
provisions of this Article EIGHTH by the stockholders of the Corporation
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.

     NINTH:  This Corporation reserves the right to amend or repeal any
of the provisions contained in this Certificate of Incorporation in any     
manner now or hereafter permitted by law, and the rights of the
stockholders of this Corporation are granted subject to this reservation.

     I, THE UNDERSIGNED, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware, do make,
file and record this Certificate of Incorporation, do certify that the
facts herein stated are true, and accordingly, have hereto set my hand
this 10th day of March, 1997.


                               /s/ Andrea Charvet
                               ----------------------
                               Andrea Charvet
			       Incorporator


			      State of Delaware

		       Office of the Secretary of State
		       --------------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE
CERTIFICATE OF INCORPORATION OF "3COM CORPORATION", FILED IN THIS
OFFICE ON THE TENTH DAY OF MARCH, A.D. 1997, AT 9 O'CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
KENT COUNTY RECORDER OF DEEDS FOR RECORDING.






                               /s/ Edward J. Freel
                               -----------------------------------_
			       Edward J. Freel, Secretary of State

2725137  8100                  AUTHENTICATION:    8367386

971077721                                DATE:    03-11-97




EXHIBIT 3.2

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/12/1997
971081337 - 2725137

                   
		     CERTIFICATE OF CORRECTION FILED TO
			 CORRECT A CERTAIN ERROR IN
		    THE CERTIFICATE OF INCORPORATION OF
			      3COM CORPORATION
	       FILED IN THE OFFICE OF THE SECRETARY OF STATE
		       OF DELAWARE ON MARCH 10, 1997


     Andrea Charvet certifies that:

     1.  She is the incorporator of 3Com Corporation., a corporation
organized and existing under and by virtue of the General Corporation
Law of the State of Delaware.

     2.  A Certificate of Incorporation was filed by the Secretary of
State of Delaware on March 10, 1997, and recorded in the office of the
Recorder of Deeds of Kent County on March 11, 1997, and said Certificate
of Incorporation requires correction as permitted by subsection (f) of
Section 103 of the General Corporation Law of the State of Delaware.

     3.  The first inaccuracy or defect of said Certificate of
Incorporation to be corrected as follows:

	 The Article FIRST as is set forth below:

	      "The name of the corporation is:
	      
		   3Com Corporation."

is corrected to read as follows:                   

	      "The name of the corporation is:

		   3Com (Delaware) Corporation."

     4.  The second inaccuracy or defect of said Certificate of
Incorporation to be corrected as follows:

	 The Article FOURTH as is set forth below:

	      "The Corporation is authorized to issue a total of one
thousand (1,000) shares of stock in one class designated as "Common
Stock", par value $0.001 per share."

is corrected to read as follows:

	      "The Corporation is authorized to issue a total of one
thousand (1,000) shares of stock in one class designated as "Common
Stock", par value $0.01 per share."

     IN WITNESS WHEREOF, the undersigned Incorporator, has hereunto
set her hand this 12th day of March, 1997.

			       3COM (DELAWARE) CORPORATION


                               /s/ Andrea Charvet
                               ----------------------------_
			       Andrea Charvet, Incorporator


			      State of Delaware

		       Office of the Secretary of State
		       ________________________________


     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE
CERTIFICATE OF CORRECTION OF "3COM CORPORATION", CHANGING ITS NAME FROM
"3COM CORPORATION" TO "3COM (DELAWARE) CORPORATION", FILED IN THIS OFFICE
ON THE TWELFTH DAY OF MARCH, A.D. 1997, AT 9 O'CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT
COUNTY RECORDER OF DEEDS FOR RECORDING.






                               /s/ Edward J. Freel
                               -----------------------------------
			       Edward J. Freel, Secretary of State



2725137  8100                  AUTHENTICATION:  8375265

971081337                                DATE:  03-17-97



EXHIBIT 3.3

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:01 PM 06/12/1997
971192951 - 2725137


                             CERTIFICATE OF MERGER

				      OF

			       3COM CORPORATION
			  (A CALIFORNIA CORPORATION)

				     INTO

			 3COM (DELAWARE) CORPORATION
			  (A DELAWARE CORPORATION)

		      (UNDER SECTION 252 OF THE GENERAL
		  CORPORATION LAW OF THE STATE OF DELAWARE)

     The undersigned corporation, a Delaware corporation, does hereby
certify:

     First:  That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:

		Name                    State of Incorporation
     __________________________         ______________________

     3Com Corporation                         California
     3Com (Delaware) Corporation              Delaware

     Second:  That an Agreement and Plan of Merger and Reincorporation
dated as of March 14, 1997 by and between 3Com Corporation and 3Com
(Delaware) Corporation has been approved, adopted, certified, executed
and acknowledged by each of the constituent corporations in accordance
with the provisions of Section 252 of the General Corporation Law of
the State of Delaware.

     Third:  That the name of the surviving corporation of the merger is
3Com (Delaware) Corporation, a Delaware corporation (the "Surviving
Corporation").

     Fourth:  That the Certicate of Incorporation of 3Com (Delaware)
Corporation in effect immediately prior to the Effective Time shall be
the Certificate of Incorporation of the Surviving Corporation, and that
Articles First and Fourth are hereby amended to read in their entirety
as follows:

     "FIRST.  The name of the Corporation is 3Com Corporation (hereinafter
sometimes referred to as the "Corporation").

     FOURTH:

	 A.  The total number of shares of all classes of stock which
	     the Corporation shall have authority to issue is One
	     Billion Shares (1,000,000,000) consisting of:

	     1.  Nine Hundred Ninety Million (990,000,000) shares of
		 Common Stock, par value one cent ($.01) per share
		 (the "Common Stock"); and

	     2.  Ten Million (10,000,000) shares of Preferred Stock,
                 par value one cent ($.01) per share (the "Preferred
		 Stock").

	 B.  The Board of Directors is authorized, subject to any
             limitations prescribed by law, to provide for the issuance
	     of shares of Preferred Stock in one or more series and,
	     by filing a certificate pursuant to the applicable law of
	     the State of Delaware, from time to time to determine the
	     designation of any series, to fix the number of shares of
	     any series, to determine or alter the rights, preferences,
	     privileges and powers granted to any wholly unissued 
	     series of Preferred Stock and any qualifications, limitations
	     or restrictions imposed thereon, and, within the limits of
	     restrictions stated in any resolution or resolutions of the
	     Board of Directors originally fixing the number of shares
	     constituting any series, to increase or decrease (but not
             below the number of shares of any such series then outstanding)
             the number of shares of any such series subsequent to the
             issue of shares of that series."

     Fifth:  That the Bylaws, as amended, of 3Com (Delaware) Corporation
as in effect immediately prior to the Effective Time shall be the Bylaws
of the Surviving Corporation.

     Sixth:  That the directors (including their respective denomination
as Class I or Class II directors) and officers of 3Com Corporation     
immediately prior to the Effective Time shall be the initial directors
and officers of the Surviving Corporation, until their respective
successors are duly elected or appointed.

     Seventh:  That the executed Agreement and Plan of Merger and
Reincorporation is on file at the principal place of business of the
Surviving Corporation.  The address of said principal place of business
is 5400 Bayfront Plaza, Santa Clara, California 95052.

     Eighth:  That a copy of the Agreement and Plan of Merger and
Reincorporation will be furnished by the Surviving Corporation upon
request and without charge to any stockholder of any constituent
corporation.

     Ninth:  The authorized capital Stock of 3Com Corporation is
400,000,000 shares of Common Stock, $0.01 par value, and 3,000,000
shares of Preferred Stock, without par value.

     Tenth:  That this Certificate of Merger shall be effective on
June 12, 1997 at 4:45 p.m. (Eastern Time).

     IN WITNESS WHEREOF, the undersigned has caused this Certificate
to be executed by its President and attested by its Secretary this
11th day of June, 1997.

			       3COM (DELAWARE) CORPORATION
			       (a Delaware corporation)



                               By: /s/ Mark D. Michael
                                   ---------------------------
                                   Mark D. Michael, President



Dated:  June 11, 1997

ATTESTED TO BY:


/s/ Mark D. Michael 
----------------------------
Mark D. Michael, Secretary



			      State of Delaware

		       Office of the Secretary of State
		       --------------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE
CERTIFICATE OF MERGER, WHICH MERGES:
     "3COM CORPORATION", A CALIFORNIA CORPORATION,
     WITH AND INTO "3COM (DELAWARE) CORPORATION" UNDER THE NAME OF
"3COM CORPORATION", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS
OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE
TWELFTH DAY OF JUNE, A.D. 1997, AT 2:01 O'CLOCK P.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
KENT COUNTY RECORDER OF DEEDS FOR RECORDING.






                               /s/ Edward J. Freel
                               -------------------------------------
			       Edward J. Freel, Secretary of State



2725137  8100M                 AUTHENTICATION:  8508751
971192951                                DATE:  06-12-97



EXHIBIT 3.4

				   BYLAWS

				     OF

			      3COM CORPORATION


			      TABLE OF CONTENTS
			      _________________


ARTICLE I       STOCKHOLDERS     
	Section 1.1.    Annual Meeting   
	Section 1.2.    Special Meetings     
	Section 1.3.    Notice of Meetings       
	Section 1.4.    Quorum    
	Section 1.5.    Organization      
	Section 1.6.    Conduct of Business       
	Section 1.7.    Notice of Stockholder Business
	Section 1.8.    Proxies and Voting       
	Section 1.9.    Stock List       
	Section 1.10.   Stockholder Action by Written Consent 

ARTICLE II      BOARD OF DIRECTORS        
	Section 2.1.    Number and Term of Office         
	Section 2.2.    Vacancies and Newly Created Directorships     
	Section 2.3.    Removal   
	Section 2.4.    Regular Meetings          
	Section 2.5.    Special Meetings          
	Section 2.6.    Quorum    
	Section 2.7.    Participation in Meetings by Conference Telephone      
	Section 2.8.    Conduct of Business       
	Section 2.9.    Powers    
	Section 2.10.   Action Without Meeting    
	Section 2.11.   Compensation of Directors         
	Section 2.12.   Nomination of Director Candidates       

ARTICLE III     COMMITTEES        
	Section 3.1.    Committees of the Board of Directors         
	Section 3.2.    Conduct of Business       

ARTICLE IV      OFFICERS          
	Section 4.1.    Generally         
	Section 4.2.    Chairman of the Board     
	Section 4.3.    President         
	Section 4.4.    Vice President    
	Section 4.5.    Chief Financial Officer   
	Section 4.6.    Secretary         
	Section 4.7.    Delegation of Authority   
	Section 4.8.    Removal   
	Section 4.9.    Action With Respect to Securities of
			Other Corporations          

ARTICLE V       STOCK    
	Section 5.1.    Certificates of Stock    
	Section 5.2.    Transfers of Stock        
	Section 5.3.    Record Date      
	Section 5.4.    Lost, Stolen or Destroyed Certificates     
	Section 5.5.    Regulations      

ARTICLE VI      NOTICES  
	Section 6.1.    Notices  
	Section 6.2.    Waivers  

ARTICLE VII     MISCELLANEOUS    
	Section 7.1.    Facsimile Signatures     
	Section 7.2.    Corporate Seal 
	Section 7.3.    Reliance Upon Books, Reports and Records  
	Section 7.4.    Fiscal Year      
	Section 7.5.    Time Periods     

ARTICLE VIII    INDEMNIFICATION OF DIRECTORS AND OFFICERS
	Section 8.1.    Right to Indemnification         
	Section 8.2.    Right of Claimant to Bring Suit
	Section 8.3.    Indemnification of Employees and Agents   
	Section 8.4     Non-Exclusivity of Rights        
	Section 8.5.    Indemnification Contracts     
	Section 8.6.    Insurance        
	Section 8.7.    Effect of Amendment      
	Section 8.8.    Savings Clause   

ARTICLE IX      AMENDMENTS       
	



				   BYLAWS
				     OF
			      3Com CORPORATION


				  ARTICLE I

				STOCKHOLDERS

	Section 1.1.    Annual Meeting.

	An annual meeting of the stockholders of 3Com Corporation 
(the "Corporation"), for the election of directors and for the 
transaction of such other business as may properly come before 
the meeting, shall be held at such place, on such date, and at 
such time as the Board of Directors shall each year fix, which 
date shall be within thirteen months after the organization of 
the Corporation or after its last annual meeting of 
stockholders.

	Section 1.2.    Special Meetings.

	Special meetings of the stockholders, for any purpose or 
purposes prescribed in the notice of the meeting, may be 
called by (a) the Board of Directors pursuant to a resolution 
adopted by a majority of the total number of authorized 
directors (whether or not there exist any vacancies in 
previously authorized directorships at the time any such 
resolution is presented to the Board for adoption), (b) the 
Chairman of the Board, (c) the President or (d) the holders of 
shares entitled to cast not less than twenty percent (20%) of 
the votes at the meeting, and shall be held at such place, on 
such date, and at such time as they shall fix.  Business 
transacted at special meetings shall be confined to the 
purpose or purposes stated in the notice.

	Section 1.3.    Notice of Meetings.

	Written notice of the place, date, and time of all 
meetings of the stockholders shall be given, not less than ten 
(10) nor more than sixty (60) days before the date on which 
the meeting is to be held, to each stockholder entitled to 
vote at such meeting, except as otherwise provided herein or 
required by law (meaning, here and hereinafter, as required 
from time to time by the Delaware General Corporation Law or 
the Certificate of Incorporation of the Corporation).

	When a meeting is adjourned to another place, date or 
time, written notice need not be given of the adjourned 
meeting if the place, date and time thereof are announced at 
the meeting at which the adjournment is taken; provided, 
however, that if the date of any adjourned meeting is more 
than thirty (30) days after the date for which the meeting was 
originally noticed, or if a new record date is fixed for the 
adjourned meeting, written notice of the place, date, and time 
of the adjourned meeting shall be given in conformity 
herewith.  At any adjourned meeting, any business may be 
transacted which might have been transacted at the original 
meeting.

	Section 1.4.    Quorum.

	At any meeting of the stockholders, the holders of a 
majority of all of the shares of the stock entitled to vote at 
the meeting, present in person or by proxy, shall constitute a 
quorum for all purposes, unless or except to the extent that 
the presence of a larger number may be required by law or by 
the Certificate of Incorporation.

	If a quorum shall fail to attend any meeting, the 
chairman of the meeting or the holders of a majority of the 
shares of stock entitled to vote who are present, in person or 
by proxy, may adjourn the meeting to another place, date, or 
time.

	If a notice of any adjourned special meeting of 
stockholders is sent to all stockholders entitled to vote 
thereat, stating that it will be held with those present 
constituting a quorum, then except as otherwise required by 
law, those present at such adjourned meeting shall constitute 
a quorum, and all matters shall be determined by a majority of 
the votes cast at such meeting.

	Section 1.5.    Organization.

	Such person as the Board of Directors may have designated 
or, in the absence of such a person, the President of the 
Corporation or, in his absence, such person as may be chosen 
by the holders of a majority of the shares entitled to vote 
who are present, in person or by proxy, shall call to order 
any meeting of the stockholders and act as chairman of the 
meeting.  The secretary of the meeting shall be such person as 
the chairman appoints.

	Section 1.6.    Conduct of Business.

	The chairman of any meeting of stockholders shall 
determine the order of business and the procedure at the 
meeting, including such regulation of the manner of voting and 
the conduct of discussion as seem to him in order.

	Section 1.7.    Notice of Stockholder Business.

	At an annual or special meeting of the stockholders, only 
such business shall be conducted as shall have been properly 
brought before the meeting.  To be properly brought before a 
meeting, business must be (a) specified in the notice of 
meeting (or any supplement thereto) given by or at the 
direction of the Board of Directors, (b) properly brought 
before the meeting by or at the direction of the Board of 
Directors, or (c) properly brought before an annual meeting by 
a stockholder and if, and only if, the notice of a special 
meeting provides for business to be brought before the meeting 
by stockholders, properly brought before the special meeting 
by a stockholder.  For business to be properly brought before 
a meeting by a stockholder, the stockholder must have given 
timely notice thereof in writing to the Secretary of the 
Corporation.  To be timely, a stockholder's notice must be 
delivered to or mailed and received at the principal offices 
of the Corporation no later than (i) in the case of an annual 
meeting, ninety (90) days before the anticipated date of the 
next annual meeting, under the assumption that the next annual 
meeting will occur on the same calendar day as the day of the 
most recent annual meeting, and (ii) in the case of a special 
meeting, ten (10) days prior to date of such meeting.  A 
stockholder's notice to the Secretary shall set forth as to 
each matter the stockholder proposes to bring before the 
annual or special meeting (1) a brief description of the 
business desired to be brought before the annual or special 
meeting and the reasons for conducting such business at the 
annual or special meeting, (2) the name and address, as they 
appear on the Corporation's books, of the stockholder 
proposing such business, (3) the class and number of shares of 
the Corporation which are beneficially owned by the 
stockholder, and (4) any material interest of the stockholder 
in such business.  Notwithstanding anything in the Bylaws to 
the contrary, no business shall be conducted at an annual or 
special meeting except in accordance with the procedures set 
forth in this Section 1.7.  The chairman of an annual or 
special meeting shall, if the facts warrant, determine and 
declare to the meeting that business was not properly brought 
before the meeting and in accordance with the provisions of 
this Section 1.7, and if he should so determine, he shall so 
declare to the meeting and any such business not properly 
brought before the meeting shall not be transacted.

	Section 1.8.    Proxies and Voting.

	At any meeting of the stockholders, every stockholder 
entitled to vote may vote in person or by proxy authorized by 
an instrument in writing filed in accordance with the 
procedure established for the meeting.

	Each stockholder shall have one vote for every share of 
stock entitled to vote which is registered in his name on the 
record date for the meeting, except as otherwise provided 
herein or required by law.

	All voting, including on the election of directors, and 
except where otherwise required by law, may be by a voice 
vote; provided, however, that upon demand therefor by a 
stockholder entitled to vote or by his proxy, a stock vote 
shall be taken.  Every stock vote shall be taken by ballots, 
each of which shall state the name of the stockholder or proxy 
voting and such other information as may be required under the 
procedure established for the meeting.  Every vote taken by 
ballots shall be counted by an inspector or inspectors 
appointed by the chairman of the meeting.

	All elections shall be determined by a plurality of the 
votes cast, and except as otherwise required by law or the 
Certificate of Incorporation or the Bylaws of this 
Corporation, all other matters shall be determined by a 
majority of the votes cast.

	Section 1.9.    Stock List.

	A complete list of stockholders entitled to vote at any 
meeting of stockholders, arranged in alphabetical order for 
each class of stock and showing the address of each such 
stockholder and the number of shares registered in his name, 
shall be open to the examination of any such stockholder, for 
any purpose germane to the meeting, during ordinary business 
hours for a period of at least ten (10) days prior to the 
meeting, either at a place within the city where the meeting 
is to be held, which place shall be specified in the notice of 
the meeting, or if not so specified, at the place where the 
meeting is to be held.

	The stock list shall also be kept at the place of the 
meeting during the whole time thereof and shall be open to the 
examination of any such stockholder who is present.  This list 
shall presumptively determine the identity of the stockholders 
entitled to vote at the meeting and the number of shares held 
by each of them.

	Section 1.10.   Stockholder Action by Written Consent.

	An action which may be taken at any annual or special 
meeting of stockholders may be taken without a meeting and 
without prior notice, if a consent in writing, setting forth 
the actions so taken, is signed by the holders of outstanding 
shares having not less than the minimum number of votes which 
would be necessary to authorize or take such action at a 
meeting at which all shares entitled to vote thereon were 
present and voted.  All such consents shall be filed with the 
Secretary of the Corporation and shall be maintained in the 
corporate records.  Prompt notice of the taking of a corporate 
action without a meeting by less than unanimous written 
consent shall be given to those stockholders who have not 
consented in writing.


				 ARTICLE II

			     BOARD OF DIRECTORS

	Section 2.1.    Number and Term of Office.

	The authorized number of directors shall initially be one 
(1) and thereafter shall be fixed from time to time 
exclusively by the Board of Directors pursuant to a resolution 
adopted by a majority of the total number of authorized 
directors. The Board of Directors shall be comprised of eleven 
(11) Directors.   The number of Directors provided in this 
Section 2.1 may be changed by a Bylaw duly adopted by the 
affirmative vote of a majority of the outstanding shares 
entitled to vote.

	Section 2.2.    Vacancies and Newly Created Directorships.

	Subject to the rights of the holders of any series of 
Preferred Stock then outstanding, newly created directorships 
resulting from any increase in the authorized number of 
directors or any vacancies in the Board of Directors resulting 
from death, resignation, retirement, disqualification, or 
other cause (other than removal from office by a vote of the 
stockholders) may be filled only by a majority vote of the 
directors then in office, though less than a quorum, and 
directors so chosen shall hold office for a term expiring at 
the next annual meeting of stockholders.  No decrease in the 
number of directors constituting the Board of Directors shall 
shorten the term of any incumbent director.

	Section 2.3.    Removal.

	Subject to the rights of the holders of any series of 
Preferred Stock then outstanding, any director, or the entire 
Board of Directors, may be removed from office at any time, 
with or without cause, but only by the affirmative vote of the 
holders of at least a majority of the voting power of the then 
outstanding shares of stock of the Corporation entitled to 
vote generally in the election of directors, voting together 
as a single class.  Vacancies in the Board of Directors 
resulting form such removal may be filled by (i) a majority of 
the directors then in office, though less than a quorum, or 
(ii) the stockholders at a special meeting of the stockholders 
properly called for that purpose, by the vote of the holders 
of a plurality of the shares entitled to vote at such special 
meeting.  Directors so chosen shall hold office until the next 
annual meeting of stockholders.

	Section 2.4.    Regular Meetings.

	Regular meetings of the Board of Directors shall be held 
at such place or places, on such date or dates, and at such 
time or times as shall have been established by the Board of 
Directors and publicized among all directors.  A notice of 
each regular meeting shall not be required.

	Section 2.5.    Special Meetings.

	Special meetings of the Board of Directors may be called 
by a majority of the directors then in office (rounded up to 
the nearest whole number), by the Chairman of the Board or by 
the President and shall be held at such place, on such date, 
and at such time as they or he shall fix.  Notice of the 
place, date, and time of each such special meeting shall be 
given to each director who does not waive the right to a 
notice by (i) mailing written notice not less than five (5) 
days before the meeting, (ii) sending notice one (1) day 
before the meeting by an overnight courier service and two (2) 
days before the meeting if by overseas courier service, or 
(iii) by telephoning, telecopying, telegraphing or personally 
delivering the same not less than twenty-four (24) hours 
before the meeting.  Unless otherwise indicated in the notice 
thereof, any and all business may be transacted at a special 
meeting.

	Section 2.6.    Quorum.

	At any meeting of the Board of Directors, a majority of 
the total number of authorized directors shall constitute a 
quorum for all purposes.  If a quorum shall fail to attend any 
meeting, a majority of those present may adjourn the meeting 
to another place, date, or time, without further notice or 
waiver thereof.

	Section 2.7.    Participation in Meetings by Conference Telephone.

	Members of the Board of Directors, or of any committee of 
the Board of Directors, 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 and such 
participation shall constitute presence in person at such 
meeting.

	Section 2.8.    Conduct of Business.

	At any meeting of the Board of Directors, business shall 
be transacted in such order and manner as the Board may from 
time to time determine, and all matters shall be determined by 
the vote of a majority of the directors present, except as 
otherwise provided herein or required by law.  

	Section 2.9.    Powers.

	The Board of Directors may, except as otherwise required 
by law, exercise all such powers and do all such acts and 
things as may be exercised or done by the Corporation, 
including, without limiting the generality of the foregoing, 
the unqualified power:

	(1)     To declare dividends from time to time in accordance 
with law;

	(2)     To purchase or otherwise acquire any property, 
rights or privileges on such terms as it shall determine;

	(3)     To authorize the creation, making and issuance, in 
such form as it may determine, of written obligations of every 
kind, negotiable or non-negotiable, secured or unsecured, and 
to do all things necessary in connection therewith;

	(4)     To remove any officer of the Corporation with or 
without cause, and from time to time to pass on the powers and 
duties of any officer upon any other person for the time 
being;

	(5)     To confer upon any officer of the Corporation the 
power to appoint, remove and suspend subordinate officers, 
employees and agents;

	(6)     To adopt from time to time such stock option, stock 
purchase, bonus or other compensation plans for directors, 
officers, employees and agents of the Corporation and its 
subsidiaries as it may determine;

	(7)     To adopt from time to time such insurance, 
retirement, and other benefit plans for directors, officers, 
employees and agents of the Corporation and its subsidiaries 
as it may determine; and

	(8)     To adopt from time to time regulations, not 
inconsistent with these Bylaws, for the management of the 
Corporation's business and affairs.

	Section 2.10.   Action Without Meeting.

	Any action required or permitted to be taken at any 
meeting of the Board of Directors may be taken without a 
meeting, if all members of the Board shall individually or 
collectively consent in writing to such action.  Such written 
consent or consents shall be filed with the minutes of the 
proceedings of the Board.  Such action by written consent 
shall have the same force and effect as a unanimous vote of 
such directors.

	Section 2.11.   Compensation of Directors.

	Directors, as such, may receive, pursuant to resolution 
of the Board of Directors, fixed fees and other compensation 
for their services as directors, including, without 
limitation, their services as members of committees of the 
Board of Directors.

	Section 2.12.   Nomination of Director Candidates.

	Subject to any limitations stated in the Certificate of 
Incorporation of this Corporation, nominations for the 
election of directors may be made by the Board of Directors or 
a proxy committee appointed by the Board of Directors or by 
any stockholder entitled to vote in the election of directors.


				 ARTICLE III

				 COMMITTEES

	Section 3.1.    Committees of the Board of Directors.

	The Board of Directors, by a vote of a majority of the 
whole Board, may from time to time designate one or more 
committees of the Board, with such lawfully delegable powers 
and duties as it thereby confers, to serve at the pleasure of 
the Board and shall, for those committees and any others 
provided for herein, elect a director or directors to serve as 
the member or members, designating, if it desires, other 
directors as alternate members who may replace any absent or 
disqualified member at any meeting of the committee.  Any 
committee so designated may exercise the power and authority 
of the Board of Directors to declare a dividend, to authorize 
the issuance of stock or to adopt a certificate of ownership 
and merger if the resolution which designates the committee or 
a supplemental resolution of the Board of Directors shall so 
provide.  In the absence or disqualification of any member of 
any committee and any alternate member in his place, the 
member or members of the committee present at the meeting and 
not disqualified from voting, whether or not he or they 
constitute a quorum, may by unanimous vote appoint another 
member of the Board of Directors to act at the meeting in the 
place of the absent or disqualified member.

	Section 3.2.    Conduct of Business.

	Each committee may determine the procedural rules for 
meeting and conducting its business and shall act in 
accordance therewith, except as otherwise provided herein or 
required by law.  Adequate provision shall be made for notice 
to members of all meetings; one-half of the authorized members 
shall constitute a quorum unless the committee shall consist 
of one or two members, in which event all members of the 
committee shall constitute a quorum; and all matters shall be 
determined by a majority vote of the members present.  Action 
may be taken by any committee without a meeting if all members 
thereof consent thereto in writing.  Such written consent or 
consents shall be filed with the minutes of the proceedings of 
such committee.


				 ARTICLE IV

				  OFFICERS

	Section 4.1.    Generally.

	The officers of the Corporation shall consist of a 
President, a Secretary and a Chief Financial Officer.  The 
Corporation may also have, at the discretion of the Board of 
Directors, a Chairman of the Board, one or more Vice 
Presidents, and such other officers as may from time to time 
be appointed by the Board of Directors.  Officers shall be 
elected by the Board of Directors, which shall consider that 
subject at its first meeting after every annual meeting of 
stockholders.  Each officer shall hold office at the pleasure 
of the Board, until his successor is elected and qualified or 
until his earlier resignation or removal.  Any number of 
offices may be held by the same person.

	Section 4.2.    Chairman of the Board.

	The Chairman of the Board, if there shall be such an 
officer, shall, if present, preside at all meetings of the 
Board of Directors, and exercise and perform such other powers 
and duties as may be from time to time assigned to him by the 
Board of Directors or as provided by these Bylaws.

	Section 4.3.    President.

	Subject to such supervisory powers, if any, as may be 
given by the Board of Directors to the Chairman of the Board, 
if there be such an officer, the President shall be the 
general manager and chief executive officer of the Corporation 
and shall, subject to the control of the Board of Directors, 
have general supervision, direction, and control of the 
business and other officers, employees and agents of the 
Corporation.  He shall preside at all meetings of the 
stockholders.  He shall be an ex-officio member of all the 
standing committees, including the executive committee, if 
any, and shall have the general powers and duties of 
management usually vested in the office of president of a 
corporation, and shall have such other powers and duties as 
may be prescribed by the Board of Directors or by these 
Bylaws.  He shall have power to sign all stock certificates, 
contracts and other instruments of the Corporation which are 
authorized by the Board of Directors.

	Section 4.4.    Vice President.

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

	Section 4.5.    Chief Financial Officer.

	The Chief Financial Officer shall keep and maintain or 
cause to be kept and maintained, adequate and correct 
financial books and records of account of the Corporation in 
written form or any other form capable of being converted into 
written form.

	The Chief Financial Officer shall deposit all monies and 
other valuables in the name and to the credit of the 
Corporation with such depositories as may be designated by the 
Board of Directors.  He shall disburse all funds of the 
Corporation as may be ordered by the Board of Directors, shall 
render to the President and the Board of Directors, whenever 
they request it, an account of all of his transactions as 
Chief Financial Officer and of the financial condition of the 
Corporation, and shall have such other powers and perform such 
other duties as may be prescribed by the Board of Directors or 
by these Bylaws.

	Section 4.6.    Secretary.

	The Secretary shall keep, or cause to be kept, a book of 
minutes in written form of the proceedings of the Board of 
Directors, committees of the Board, and stockholders.  Such 
minutes shall include all waivers of notice, consents to the 
holding of meetings, or approvals of the minutes of meetings 
executed pursuant to these Bylaws or the General Delaware 
Corporation Law.  The Secretary shall keep, or cause to be 
kept at the principal executive office or at the office of the 
Corporation's transfer agent or registrar, a record of its 
stockholders, giving the names and addresses of all 
stockholders and the number and class of shares held by each.

	The Secretary shall give or cause to be given, notice of 
all meetings of the stockholders and of the Board of Directors 
required by these Bylaws or by law to be given, and shall keep 
the seal of the Corporation in safe custody, and shall have 
such other powers and perform such other duties as may be 
prescribed by the Board of Directors or these Bylaws.

	Section 4.7.    Delegation of Authority.

	The Board of Directors may from time to time delegate the 
powers or duties of any officer to any other officers or 
agents, notwithstanding any provision hereof.

	Section 4.8.    Removal.

	Any officer of the Corporation may be removed at any 
time, with or without cause, by the Board of Directors.

	Section 4.9.    Action With Respect to Securities of Other 
Corporations.

	Unless otherwise directed by the Board of Directors, the 
President or any officer of the Corporation authorized by the 
President shall have power to vote and otherwise act on behalf 
of the Corporation, in person or by proxy, at any meeting of 
stockholders of or with respect to any action of stockholders 
of any other corporation in which this Corporation may hold 
securities and otherwise to exercise any and all rights and 
powers which this Corporation may possess by reason of its 
ownership of securities in such other corporation.


				 ARTICLE V

				   STOCK

	Section 5.1.    Certificates of Stock.

	Each stockholder shall be entitled to a certificate 
signed by, or in the name of the Corporation by, the President 
or a Vice President, and the Secretary, an Assistant Secretary 
or the Chief Financial Officer, certifying the number of 
shares owned by him or her.  Any or all the signatures on the 
certificate may be facsimile.

	Section 5.2.    Transfers of Stock.

	Transfers of stock shall be made only upon the transfer 
books of the Corporation kept at an office of the Corporation 
or by transfer agents designated to transfer shares of the 
stock of the Corporation.  Except where a certificate is 
issued in accordance with Section 5.4 of these Bylaws, an 
outstanding certificate for the number of shares involved 
shall be surrendered for cancellation before a new certificate 
is issued therefor.

	Section 5.3.    Record Date.

	The Board of Directors may fix a record date, which shall 
not be more than sixty (60) nor fewer than ten (10) days 
before the date of any meeting of stockholders, nor more than 
sixty (60) days prior to the time for the other action 
hereinafter described, as of which there shall be determined 
the stockholders who are entitled:  to notice of or to vote at 
any meeting of stockholders or any adjournment thereof; to 
express consent to corporate action in writing without a 
meeting; to receive payment of any dividend or other 
distribution or allotment of any rights; or to exercise any 
rights with respect to any change, conversion or exchange of 
stock or with respect to any other lawful action.

	Section 5.4.    Lost, Stolen or Destroyed Certificates.

	In the event of the loss, theft or destruction of any 
certificate of stock, another may be issued in its place 
pursuant to such regulations as the Board of Directors may 
establish concerning proof of such loss, theft or destruction 
and concerning the giving of a satisfactory bond or bonds of 
indemnity.

	Section 5.5.    Regulations.

	The issue, transfer, conversion and registration of 
certificates of stock shall be governed by such other 
regulations as the Board of Directors may establish.


				 ARTICLE VI

				  NOTICES

	Section 6.1.    Notices.

	Except as otherwise specifically provided herein or 
required by law, all notices required to be given to any 
stockholder, director, officer, employee or agent shall be in 
writing and may in every instance be effectively given by hand 
delivery to the recipient thereof, by depositing such notice 
in the mails, postage paid, or by sending such notice by 
prepaid telegram, mailgram or commercial courier service.  Any 
such notice shall be addressed to such stockholder, director, 
officer, employee or agent at this last known address as the 
same appears on the books of the Corporation.  The time when 
such notice is received by such stockholder, director, 
officer, employee or agent, or by any person accepting such 
notice on behalf of such person, if hand delivered, or 
dispatched, if delivered through the mails or by telegram, 
courier or mailgram, shall be the time of the giving of the 
notice.

	Section 6.2.    Waivers.

	A written waiver of any notice, signed by a stockholder, 
director, officer, employee or agent, whether before or after 
the time of the event for which notice is to be given, shall 
be deemed equivalent to the notice required to be given to 
such stockholder, director, officer, employee or agent.  
Neither the business nor the purpose of any meeting need be 
specified in such a waiver.  Attendance of a person at a 
meeting shall constitute a waiver of notice for such meeting, 
except when the person attends a meeting for the express 
purpose of objecting, and does in fact object, at the 
beginning of the meeting, to the transaction of any business 
because the meeting is not lawfully called or convened.


				ARTICLE VII

			       MISCELLANEOUS

	Section 7.1.    Facsimile Signatures.

	In addition to the provisions for use of facsimile 
signatures elsewhere specifically authorized in these Bylaws, 
facsimile signatures of any officer or officers of the 
Corporation may be used whenever and as authorized by the 
Board of Directors or a committee thereof.

	Section 7.2.    Corporate Seal.

	The Board of Directors may provide a suitable seal, 
containing the name of the Corporation, which seal shall be in 
the charge of the Secretary.  If and when so directed by the 
Board of Directors or a committee thereof, duplicates of the 
seal may be kept and used by the Chief Financial Officer or by 
an Assistant Secretary or other officer designated by the 
Board of Directors.

	Section 7.3.    Reliance Upon Books, Reports and Records.

	Each director, each member of any committee designated by 
the Board of Directors, and each officer of the Corporation 
shall, in the performance of his duties, be fully protected in 
relying in good faith upon the books of account or other 
records of the Corporation, including reports made to the 
Corporation by any of its officers, by an independent 
certified public accountant, or by an appraiser.

	Section 7.4.    Fiscal Year.

	The fiscal year of the Corporation shall be as fixed by 
the Board of Directors.

	Section 7.5.    Time Periods.

	In applying any provision of these Bylaws which require 
that an act be done or not done a specified number of days 
prior to an event or that an act be done during a period of a 
specified number of days prior to an event, calendar days 
shall be used, the day of the doing of the act shall be 
excluded, and the day of the event shall be included.


				ARTICLE VIII

		 INDEMNIFICATION OF DIRECTORS AND OFFICERS

	Section 8.1.    Right to Indemnification.

	Each person who was or is made a party or is threatened 
to be made a party to or is involved in any action, suit or 
proceeding, whether civil, criminal, administrative or 
investigative ("Proceeding"), by reason of the fact that he or 
she, or a person of whom he or she is the legal 
representative, is or was a director or officer of the 
Corporation or is or was serving at the request of the 
Corporation as a director, officer, employee or agent of 
another corporation or of a partnership, joint venture, trust 
or other enterprise, including service with respect to 
employee benefit plans, whether the basis of such Proceeding 
is alleged action in an official capacity as a director, 
officer, employee or agent or in any other capacity while 
serving as a director, officer, employee or agent, shall be 
indemnified and held harmless by the Corporation to the 
fullest extent authorized by the General Corporation Law of 
Delaware, as the same exists or may hereafter be amended (but, 
in the case of any such amendment, only to the extent that 
such amendment permits the Corporation to provide broader 
indemnification rights than said Law permitted the Corporation 
to provide prior to such amendment) against all expenses, 
liability and loss (including attorneys' fees, judgments, 
fines, ERISA excise taxes or penalties and amounts paid or to 
be paid in settlement) reasonably incurred or suffered by such 
person in connection therewith and such indemnification shall 
continue as to a person who has ceased to be a director, 
officer, employee or agent and shall inure to the benefit of 
his or her heirs, executors and administrators; provided, 
however, that, except as provided in Section 8.2, the 
Corporation shall indemnify any such person seeking indemnity 
in connection with a Proceeding (or part thereof) initiated by 
such person only if such Proceeding (or part thereof) was 
authorized by the Board of Directors of the Corporation.  Such 
right shall be a contract right and shall include the right to 
be paid by the Corporation expenses incurred in defending any 
such Proceeding in advance of its final disposition; provided, 
however, that, if required by the General Corporation Law of 
Delaware, the payment of such expenses incurred by a director 
or officer in his or her capacity as a director or officer 
(and not in any other capacity in which service was or is 
rendered by such person while a director or officer, 
including, without limitation, service to an employee benefit 
plan) in advance of the final disposition of such Proceeding, 
shall be made only upon delivery to the Corporation of an 
undertaking, by or on behalf of such director or officer, to 
repay all amounts so advanced if it should be determined 
ultimately that such director or officer is not entitled to be 
indemnified under this Section or otherwise.

	Any indemnification as provided herein (unless ordered by 
a court) shall be made by the Corporation only as authorized 
in the specific case upon a determination that indemnification 
of a director, officer, employee or agent is proper in the 
circumstances because he has met the applicable standard of 
conduct set forth in the General Corporation Law of Delaware. 
 Such determination shall be made (1) by the Board of 
Directors by a majority vote of a quorum consisting of 
directors who were not parties to such action, suit or 
proceeding, or (2) if such a quorum is not obtainable, or, 
even if obtainable a quorum of disinterested directors so 
directs, by independent legal counsel in a written opinion, or 
(3) by the stockholders.

	Section 8.2.    Right of Claimant to Bring Suit.

	If a claim under Section 8.1 is not paid in full by the 
Corporation within ninety (90) days after a written claim has 
been received by the Corporation, the claimant may at any time 
thereafter bring suit against the Corporation to recover the 
unpaid amount of the claim and, if successful in whole or in 
part, the claimant shall be entitled to be paid also the 
expense of prosecuting such claim.  It shall be a defense to 
any such action (other than an action brought to enforce a 
claim for expenses incurred in defending any Proceeding in 
advance of its final disposition where the required 
undertaking, if any, has been tendered to the Corporation) 
that the claimant has not met the standards of conduct which 
make it permissible under the General Corporation Law of 
Delaware for the Corporation to indemnify the claimant for the 
amount claimed.  Neither the failure of the Corporation 
(including its Board of Directors, independent legal counsel, 
or its stockholders) to have made a determination prior to the 
commencement of such action that indemnification of the 
claimant is proper in the circumstances because he or she has 
met the applicable standard of conduct set forth in the 
General Corporation Law of Delaware, nor an actual 
determination by the Corporation (including its Board of 
Directors, independent legal counsel, or its stockholders) 
that the claimant has not met such applicable standard of 
conduct, shall be a defense to the action or create a 
presumption that claimant has not met the applicable standard 
of conduct.

	Section 8.3.    Indemnification of Employees and Agents.

	The Corporation may, to the extent authorized from time 
to time by the Board of Directors, grant rights to 
indemnification, and to the advancement of related expenses, 
to any employee or agent of the Corporation to the fullest 
extent of the provisions of this Article with respect to the 
indemnification of and advancement of expenses to directors 
and officers of the Corporation.

	Section 8.4     Non-Exclusivity of Rights.

	The rights conferred on any person by Sections 8.1, 8.2 
and 8.3 shall not be exclusive of any other right which such 
persons may have or hereafter acquire under any statute, 
provisions of the Certificate of Incorporation, bylaw, 
agreement, vote of stockholders or disinterested directors or 
otherwise.

	Section 8.5.    Indemnification Contracts.

	The Board of Directors is authorized to enter into a 
contract with any director, officer, employee or agent of the 
Corporation, or any person 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 employee benefit plans, providing 
for indemnification rights equivalent to those provided for in 
this Article VIII.

	Section 8.6.    Insurance.

	The Corporation may maintain insurance, at its expense, 
to protect itself and any such director, officer, employee or 
agent of the Corporation or another corporation, partnership, 
joint venture trust or other enterprise against any such 
expense, liability or loss, whether or not the Corporation 
would have the power to indemnify such person against such 
expenses, liability or loss under Delaware General Corporation 
Law.

	Section 8.7.    Effect of Amendment.

	Any amendment, repeal or modification of any provision of 
this Article VIII by the stockholders or the directors of the 
Corporation shall not adversely affect any right or protection 
of a director or officer of the Corporation existing at the 
time of such amendment, repeal or modification.

	Section 8.8.    Savings Clause.

	If this Article or any portion hereof shall be 
invalidated on any ground by any court of competent 
jurisdiction, then the Corporation shall nevertheless 
indemnify each director, officer, employee and agent of the 
Corporation as to costs, charges and expenses (including 
attorneys' fees), judgments, fines and amounts paid in 
settlement with respect to any action, suit or proceeding, 
whether civil, criminal, administrative or investigative, 
including an action by or in the right of the Corporation, to 
the fullest extent permitted by any applicable portion of this 
Article that shall not have been invalidated and to the 
fullest extent permitted by applicable law.


				 ARTICLE IX

				 AMENDMENTS

	The Board of Directors is expressly empowered to adopt, 
amend, alter or repeal Bylaws of the Corporation, subject to 
the right of the stockholders to adopt, amend, alter or repeal 
the Bylaws of the Corporation.  Any adoption, amendment or 
repeal of Bylaws of the Corporation by the Board of Directors 
shall require the approval of a majority of the total number 
of authorized directors (whether or not there exist any 
vacancies in previously authorized directorships at the time 
any resolution providing for adoption, amendment or repeal is 
presented to the Board).  The stockholders shall also have 
power to adopt, amend, alter or repeal the Bylaws of the 
Corporation.