<PAGE>

                                  EXHIBIT 3.6.1


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                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                     BUILDING MATERIALS HOLDING CORPORATION

                            (A DELAWARE CORPORATION)


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                               TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                           PAGE
<S>                                                                        <C>
ARTICLE I - OFFICES                                                          1
    SECTION 1.   REGISTERED OFFICE                                           1
    SECTION 2.   OTHER OFFICES                                               1

ARTICLE II - CORPORATE SEAL                                                  1
    SECTION 3.   CORPORATE SEAL                                              1

ARTICLE III - STOCKHOLDERS' MEETINGS                                         1
    SECTION 4.   PLACE OF MEETINGS                                           1
    SECTION 5.   ANNUAL MEETING                                              1
    SECTION 6.   SPECIAL MEETINGS                                            3
    SECTION 7.   NOTICE OF MEETINGS                                          4
    SECTION 8.   QUORUM                                                      4
    SECTION 9.   ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS                4
    SECTION 10.  VOTING RIGHTS                                               5
    SECTION 11.  BENEFICIAL OWNERS OF STOCK                                  5
    SECTION 12.  LIST OF STOCKHOLDERS                                        6
    SECTION 13.  ACTION WITHOUT MEETING                                      6
    SECTION 14.  ORGANIZATION                                                7

ARTICLE IV - DIRECTORS                                                       7
    SECTION 15.  NUMBER AND TERM OF OFFICE                                   7
    SECTION 16.  POWERS                                                      8
    SECTION 17.  VACANCIES                                                   8
    SECTION 18.  RESIGNATION                                                 8
    SECTION 19.  REMOVAL                                                     8
    SECTION 20.  MEETINGS                                                    8
    SECTION 21.  QUORUM AND VOTING                                           9
    SECTION 22.  ACTION WITHOUT MEETING                                     10
    SECTION 23.  FEES AND COMPENSATION                                      10
    SECTION 24.  COMMITTEES                                                 10
    SECTION 25.  ORGANIZATION                                               12
    SECTION 26.  QUALIFICATION REQUIREMENT                                  12

ARTICLE V - OFFICERS                                                        13
    SECTION 27.  OFFICERS DESIGNATED                                        13
    SECTION 28.  TENURE AND DUTIES OF OFFICERS                              13
    SECTION 29.  DELEGATION OF AUTHORITY                                    14
</TABLE>

                                      -i-


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<TABLE>
<S>                                                                        <C>
    SECTION 30.  RESIGNATIONS                                               15
    SECTION 31.  REMOVAL                                                    15

ARTICLE VI - EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
    OF SECURITIES OWNED BY THE CORPORATION                                  15
    SECTION 32.  EXECUTION OF CORPORATE INSTRUMENTS                         15
    SECTION 33.  VOTING OF SECURITIES OWNED BY THE CORPORATION              16

ARTICLE VII - SHARES OF STOCK                                               16
    SECTION 34.  FORM AND EXECUTION OF CERTIFICATES                         16
    SECTION 35.  LOST CERTIFICATES                                          16
    SECTION 36.  TRANSFERS                                                  17
    SECTION 37.  FIXING RECORD DATES                                        17
    SECTION 38.  REGISTERED STOCKHOLDERS                                    18

ARTICLE VIII - OTHER SECURITIES OF THE CORPORATION                          18
    SECTION 39.  EXECUTION OF OTHER SECURITIES                              18

ARTICLE IX - DIVIDENDS                                                      19
    SECTION 40.  DECLARATION OF DIVIDENDS                                   19
    SECTION 41.  DIVIDEND RESERVE                                           19

ARTICLE X - FISCAL YEAR                                                     19
    SECTION 42.  FISCAL YEAR                                                19

ARTICLE XI - INDEMNIFICATION                                                19
    SECTION 43.  INDEMNIFICATION OF DIRECTORS, OFFICERS,
                 EMPLOYEES AND OTHER AGENTS                                 19

ARTICLE XII - NOTICES                                                       23
    SECTION 44.  NOTICES                                                    23

ARTICLE XIII - AMENDMENTS                                                   24
    SECTION 45.  AMENDMENTS                                                 24

ARTICLE XIV - LOANS TO OFFICERS                                             24
    SECTION 46.  LOANS TO OFFICERS                                          24
</TABLE>


                                      ii


<PAGE>

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                     BUILDING MATERIALS HOLDING CORPORATION
                            (A DELAWARE CORPORATION)

                               ARTICLE I - OFFICES

SECTION 1.   REGISTERED OFFICE

         The registered office of the corporation shall be in the City of 
Dover, County of Kent. (Del. Code Ann., tit. B, Section 131).

SECTION 2.   OTHER OFFICES

         The corporation shall also have and maintain an office or principal 
place of business in San Francisco, California at such place as may be fixed 
by the Board of Directors, and may also have offices at such other places 
both within and without the State of Delaware as the Board of Directors may 
from time to time determine or the business of the corporation may require.  
(Del. Code Ann. tit. 8, Section 122(S)).

                           ARTICLE II - CORPORATE SEAL

SECTION 3.   CORPORATE SEAL

         The corporate seal shall consist of a die bearing the name of the 
corporation and the inscription, "Corporate Seal-Delaware." Said seal may be 
used by causing it or a facsimile thereof to be impressed or affixed or 
reproduced or otherwise. (Del. Code Ann., tit. 8, Section 122(3)).

                      ARTICLE III - STOCKHOLDERS' MEETINGS

SECTION 4.   PLACE OF MEETINGS

         Meetings of the stockholders of the corporation shall be held at 
such place, either within or without the State of Delaware, as may be 
designated from time to time by the Board of Directors, or, if not so 
designated, then at the office of the corporation required to be maintained 
pursuant to Section 2 hereof. (Del. Code Ann., tit. 8, Section 211(a)).

SECTION 5.   ANNUAL MEETING

         (a)      The annual meeting of the stockholders of the corporation, 
for the purpose of election of Directors and for such other business as may 
lawfully come before it, shall be held on such date and at such time as may 
be designated from time to time by the Board of Directors.  (Del. Code Ann. 
tit. 8, Section 211(b)).

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         (b) At an annual meeting of the stockholders, only such business 
shall be conducted as shall have been properly brought before the meeting. To 
be properly brought before an annual meeting, business must be: (A) specified 
in the notice of meeting (or any supplement thereto) given by or at the 
direction of the Board of Directors, (B) otherwise properly brought before 
the meeting by or at the direction of the Board of Directors, or (C) 
otherwise properly brought before the meeting by a stockholder. For business 
to be properly brought before an annual meeting by a stockholder, the 
stockholder must have given timely notice thereof in writing to the Secretary 
of the corporation. To be timely, a stockholder's notice must be delivered to 
or mailed and received at the principal executive offices of the corporation 
not less than one hundred twenty (120) calendar days in advance of the date 
of the corporation's proxy statement released to stockholders in connection 
with the previous year's annual meeting of stockholders; provided, however, 
that in the event that no annual meeting was held in the previous year or the 
date of the annual meeting has been changed by more than thirty (30) days 
from the date contemplated at the time of the previous year's proxy 
statement, notice by the stockholder to be timely must be so received a 
reasonable time before the solicitation is made. A stockholder's notice to 
the Secretary shall set forth as to each matter the stockholder proposes to 
bring before the annual meeting: (i) a brief description of the business 
desired to be brought before the annual meeting and the reasons for 
conducting such business at the annual meeting, (ii) the name and address, as 
they appear on the corporation's books, of the stockholder proposing such 
business, (iii) the class and number of shares of the corporation which are 
beneficially owned by the stockholder, (iv) any material interest of the 
stockholder in such business and (v) any other information that is required 
to be provided by the stockholder pursuant to Regulation 14A under the 
Securities Exchange Act of 1934, as amended, in his capacity as a proponent 
to a stockholder proposal. Notwithstanding the foregoing, in order to include 
information with respect to a stockholder proposal in the proxy statement and 
form of proxy for a stockholder's meeting, stockholders must provide notice 
as required by the regulations promulgated under the Securities and Exchange 
Act of 1934, as amended. Notwithstanding anything in these Bylaws to the 
contrary, no business shall be conducted at any annual meeting except in 
accordance with the procedures set forth in this paragraph (b). The chairman 
of the annual meeting shall, if the facts warrant, determine and declare at 
the meeting that business was not properly brought before the meeting and in 
accordance with the provisions of this paragraph (b), and, if he should so 
determine, he shall so declare at the meeting that any such business not 
properly brought before the meeting shall not be transacted. (Del. Code Ann., 
tit. 8, Section 211(b)).

         (c) Only persons who are nominated in accordance with the procedures 
set forth in this paragraph (c) shall be eligible for election as Directors. 
Nominations of persons for election to the Board of Directors of the 
corporation may be made at a meeting of stockholders by or at the direction 
of the Board of Directors or by any stockholder of the corporation entitled 
to vote in the election of Directors at the meeting who complies with the 
notice procedures set forth in this paragraph (c). Such nominations, other 
than those made by or at the direction of the Board of Directors, shall be 
made pursuant to timely notice in writing to the Secretary of the corporation 
in accordance with the provisions of paragraph (b) of this Section 5. Such 
stockholder's notice shall set forth (i) as to each person, if any, whom the 
stockholder proposes to nominate for 

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election or re-election as a Director: (A) the name, age, business address 
and residence address of such person, (B) the principal occupation or 
employment of such person, (C) the class and number of shares of the 
corporation which are beneficially owned by such person, (D) a description of 
all arrangements or understandings between the stockholder and each nominee 
and any other person or persons (naming such person or persons) pursuant to 
which the nominations are to be made by the stockholder, and (E) any other 
information relating to such person that is required to be disclosed in 
solicitations of proxies for election of Directors, or is otherwise required, 
in each case pursuant to Regulation 14A under the Securities Exchange Act of 
1934, as amended (including without limitation such person's written consent 
to being named in the proxy statement, if any, as a nominee and to serving as 
a Director if elected); and (ii) as to such stockholder giving notice, the 
information required to be provided pursuant to paragraph (b) of this Section 
5. At the request of the Board of Directors, any person nominated by a 
stockholder for election as a Director shall furnish to the Secretary of the 
corporation that information required to be set forth in the stockholder's 
notice of nomination which pertains to the nominee. No person shall be 
eligible for election as a Director of the corporation unless nominated in 
accordance with the procedures set forth in this paragraph (c). The chairman 
of the meeting shall, if the facts warrant, determine and declare at the 
meeting that a nomination was not made in accordance with the procedures 
prescribed by these Bylaws, and if he should so determine, he shall so 
declare at the meeting and the defective nomination shall be disregarded. 
(Del. Code Ann., tit. 8, Sections 212, 214).

SECTION 6.   SPECIAL MEETINGS

         (a) Special meetings of the stockholders of the corporation may be 
called, for any purpose or purposes, by (i) the Chairman of the Board, (ii) 
the president, (iii) 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) or (iv) by the 
holders of shares entitled to cast not less than ten percent (10%) of the 
votes at the meeting, and shall be held at such place, on such date, and at 
such time as they or he shall fix; provided however, that following 
registration of any of the classes of equity securities of the corporation 
pursuant to the provisions of the Securities Exchange Act of 1934, as amended 
special meetings of the stockholders may only be called by the Board of 
Directors pursuant to a resolution adopted by a majority of the total number 
of authorized Directors.

         (b) If a special meeting is called by any person or persons other 
than the Board of Directors, the request shall be in writing, specifying the 
time of such meeting and the general nature of the business proposed to be 
transacted, and shall be delivered personally or sent by registered mail or 
by telegraphic or other facsimile transmission to the Chairman of the Board, 
the President, or the Secretary of the corporation. No business may be 
transacted at such special meeting otherwise than specified in such notice. 
The officer receiving the request shall cause notice to be promptly given to 
the stockholders entitled to vote, in accordance with the provisions of 
Section 7 of these Bylaws, that a meeting will be held not less than 
thirty-five (35) 

BYLAWS - 3


<PAGE>

nor more than sixty (60) days after the receipt of the request. If the notice 
is not given within twenty (20) days after the receipt of the request, the 
person or persons requesting the meeting may give the notice. Nothing 
contained in this paragraph (b) shall be construed as limiting, fixing, or 
affecting the time when a meeting of stockholders called by action of the 
Board of Directors may be held.

SECTION 7.   NOTICE OF MEETINGS

         Except as otherwise provided by law or the Certificate of 
Incorporation, written notice of each meeting of stockholders shall be given 
not less than ten (10) nor more than sixty (60) days before the date of the 
meeting to each stockholder entitled to vote at such meeting, such notice to 
specify the place, date and hour and purpose or purposes of the meeting. 
Notice of the time, place and purpose of any meeting of stockholders may be 
waived in writing, signed by the person entitled to notice thereof, either 
before or after such meeting, and will be waived by any stockholder by his 
attendance thereat in person or by proxy, except when the stockholder attends 
a meeting for the express purpose of objecting, at the beginning of the 
meeting, to the transaction of any business because the meeting is not 
lawfully called or convened. Any stockholder so waiving notice of such 
meeting shall be bound by the proceedings of any such meeting in all respects 
as if due notice thereof had been given. (Del. Code Ann., tit. 8, Sections 
222, 229).

SECTION 8.   QUORUM

         At all meetings of stockholders, except where otherwise provided by 
statute or by the Certificate of Incorporation, or by these Bylaws, the 
presence, in person or by proxy duly authorized of the holders of a majority 
of the outstanding shares of stock entitled to vote shall constitute a quorum 
for the transaction of business. Any shares, the voting of which at said 
meeting has been enjoined, or which for any reason cannot be lawfully voted 
at such meeting, shall not be counted to determine a quorum at such meeting. 
In the absence of a quorum any meeting of stockholders may be adjourned, from 
time to time, either by the chairman of the meeting or by vote of the holders 
of a majority of the shares represented thereat, but no other business shall 
be transacted at such meeting. The stockholders present at a duly called or 
convened meeting, at which a quorum is present, may continue to transact 
business until adjournment, notwithstanding the withdrawal of enough 
stockholders to leave less than a quorum. Except as otherwise provided by 
law, the Certificate of Incorporation or these Bylaws, all action taken by 
the holders of a majority of the voting power represented at any meeting at 
which a quorum is present shall be valid and binding upon the corporation; 
provided, however, that Directors shall be elected by a plurality of the 
votes of the shares present in person or represented by proxy at the meeting 
and entitled to vote on the election of Directors. Where a separate vote by a 
class or classes is required, a majority of the outstanding shares of such 
class or classes, present in person or represented by proxy, shall constitute 
a quorum entitled to take action with respect to that vote on that matter and 
the affirmative vote of the majority (plurality, in the case of the election 
of Directors) of shares of such class or classes present in person or 
represented by proxy at the meeting shall be the act of such class. (Del. 
Code Ann., tit. 8, Section 216).

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SECTION 9.   ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS

         Any meeting of stockholders, whether annual or special, may be 
adjourned from time to time either by the chairman of the meeting or by the 
vote of a majority of the shares represented thereat. When a meeting is 
adjourned to another time or place, notice need not be given of the adjourned 
meeting if the time and place thereof are announced at the meeting at which 
the adjournment is taken. At the adjourned meeting the corporation may 
transact any business which might have been transacted at the original 
meeting. If the adjournment is for more than thirty (30) days, or if after 
the adjournment a new record date is fixed for the adjourned meeting, a 
notice of the adjourned meeting shall be given to each stockholder of record 
entitled to vote at the meeting. (Del. Code Ann., tit. 8, Section 222(c)).

SECTION 10.  VOTING RIGHTS

         For the purpose of determining those stockholders entitled to vote 
at any meeting of the stockholders, except as otherwise provided by law, only 
persons in whose names shares stand on the stock records of the corporation 
on the record date, as provided in Section 12 of these Bylaws, shall be 
entitled to vote at any meeting of stockholders. Except as may be otherwise 
provided in the Certificate of Incorporation or these Bylaws, each 
stockholder shall be entitled to one vote for each share of capital stock 
held by such stockholder. Every person entitled to vote or execute consents 
shall have the right to do so either in person or by an agent or agents 
authorized by a written proxy executed by such person or his duly authorized 
agent, which proxy shall be filed with the Secretary at or before the meeting 
at which it is to be used. An agent so appointed need not be a stockholder. 
No proxy shall be voted after three (3) years from its date of creation 
unless the proxy provides for a longer period. All elections of Directors 
shall be by written ballot unless otherwise provided in the Certificate of 
Incorporation. (Del. Code Ann., tit. 8, Sections 211(e), 212(b)).

SECTION 11.  BENEFICIAL OWNERS OF STOCK

         (a) If shares or other securities having voting power stand of 
record in the names of two (2) or more persons, whether fiduciaries, members 
of a partnership, joint tenants, tenants in common tenants by the entirety, 
or otherwise, or if two (2) or more persons have the same fiduciary 
relationship respecting the same shares, unless the Secretary is given 
written notice to the contrary and is furnished with a copy of the instrument 
or order appointing them or creating the relationship wherein it is so 
provided, their acts with respect to voting shall have the following effect: 
(a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, 
the act of the majority so voting binds all; (c) if more than one (1) votes, 
but the vote is evenly split on any particular matter, each faction may vote 
the securities in question proportionally, or may apply to the Delaware Court 
of Chancery for relief as provided in the General Corporation Law of 
Delaware, Section 217(b). If the instrument filed with the Secretary shows 
that any such tenancy is held in unequal interests, a majority or even-split 
for the purpose of this subsection (c) shall be a majority or even-split in 
interest. (Del. Code Ann., tit. 8, Section 217(b)).

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         (b) Persons holding stock in a fiduciary capacity shall be entitled 
to vote the shares so held. Persons whose stock is pledged shall be entitled 
to vote, unless in the transfer by the pledgor on the books of the 
corporation he has expressly empowered the pledgee to vote thereon, in which 
case only the pledgee, or his proxy, may represent such stock and vote 
thereon. (Del. Code Ann., tit. 8, Section 217(a)).

SECTION 12.  LIST OF STOCKHOLDERS

         The Secretary shall prepare and make, at least ten (10) days before 
every meeting of stockholders, a complete list of the stockholders entitled 
to vote at said meeting, arranged in alphabetical order, showing the address 
of each stockholder and the number of shares registered in the name of each 
stockholder. Such list shall be open to the examination of any stockholder, 
for any purpose germane to the meeting, during ordinary business hours, for a 
period of at least ten (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 specified, at the place 
where the meeting is to be held. The list shall be produced and kept at the 
time and place of meeting during the whole time thereof, and may be inspected 
by any stockholder who is present. (Del. Code Ann., tit. 8, Section 219(a)).

SECTION 13.  ACTION WITHOUT MEETING

         (a) Any action required by statute to be taken at any annual or 
special meeting of the stockholders, or any action 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 or consents in 
writing, setting forth the action so taken, are signed by the holders of 
outstanding stock having not less than the minimum number of votes that would 
be necessary to authorize or take such action at a meeting at which all 
shares entitled to vote thereon were present and voted.

         (b) Every written consent shall bear the date of signature of each 
stockholder who signs the consent, and no written consent shall be effective 
to take the corporate action referred to therein unless, within sixty (60) 
days of the earliest dated consent delivered to the Corporation in the manner 
herein required, written consents signed by a sufficient number of 
stockholders to take action are delivered to the corporation by delivery to 
its registered office in the State of Delaware, its principal place of 
business or an officer or agent of the corporation having custody of the book 
in which proceedings of meetings of stockholders are recorded. Delivery made 
to a corporation's registered office shall be by hand or by certified or 
registered mail, return receipt requested. (Del. Code Ann., tit. 8, 
Section 228).

         (c) Prompt notice of the taking of the corporate action without a 
meeting by less than unanimous written consent shall be given to those 
stockholders who have not consented in writing. If the action which is 
consented to is such as would have required the filing of a certificate under 
any section of the General Corporation Law of Delaware if such action had 
been voted on by stockholders at a meeting thereof, then the certificate 
filed under such section 

BYLAWS - 6


<PAGE>

shall state, in lieu of any statement required by such section concerning any 
vote of stockholders, that written notice and written consent have been given 
as provided in Section 228 of the General Corporation Law of Delaware.

         (d) Notwithstanding the foregoing, if so provided in the Certificate 
of Incorporation of the corporation, no such action by written consent may be 
taken following the effectiveness of the registration of any class of 
securities of the corporation under the Securities Exchange Act of 1934, as 
amended.

SECTION 14.  ORGANIZATION

         (a) At every meeting of stockholders, the Chairman of the Board of 
Directors, or, if a Chairman has not been appointed or is absent, the 
president, or in the absence of any such officer, a chairman of the meeting 
chosen by a majority in interest of the stockholders entitled to vote, 
present in person or by proxy, shall act as chairman. The Secretary, or, in 
his absence, an Assistant Secretary directed to do so by the president, shall 
act as secretary of the meeting.

         (b) The Board of Directors of the corporation shall be entitled to 
make such rules or regulations for the conduct of meetings of stockholders as 
it shall deem necessary, appropriate or convenient. Subject to such rules and 
regulations of the Board of Directors, if any, the chairman of the meeting 
shall have the right and authority to prescribe such rules, regulations and 
procedures and to do all such acts as, in the judgment of such chairman, are 
necessary, appropriate or convenient for the proper conduct of the meeting, 
including, without limitation, establishing an agenda or order of business 
for the meeting, rules and procedures for maintaining order at the meeting 
and the safety of those present, limitations on participation in such meeting 
to stockholders of record of the corporation and their duly authorized and 
constituted proxies, and such other persons as the chairman shall permit, 
restrictions on entry to the meeting after the time fixed for the 
commencement thereof, limitations on the time allotted to questions or 
comments by participants and regulation of the opening and closing of the 
polls for balloting on matters which are to be voted on by ballot. Unless, 
and to the extent determined by the Board of Directors or the chairman of the 
meeting, meetings of stockholders shall not be required to be held in 
accordance with rules of parliamentary procedure.

                             ARTICLE IV - DIRECTORS

SECTION 15.  NUMBER AND TERM OF OFFICE

         The number of Directors which shall constitute the whole of the 
Board of Directors shall be from five (5) to nine (9) persons with the exact 
number to be determined from time to time by the Board of Directors. The 
maximum and minimum number of authorized Directors may be modified from time 
to time by amendment of this Section 15 in accordance with the provisions of 
Section 44 hereof. Except as provided in Section 17, the Directors shall be 
elected by the stockholders at their annual meeting in each year and shall 
hold office until the next annual meeting and until their successors shall be 
duly elected and qualified. Directors need not be 

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stockholders unless so required by the Certificate of Incorporation. If for 
any cause, the Directors shall not have been elected at an annual meeting, 
they may be elected as soon thereafter as convenient at a special meeting of 
the stockholders called for that purpose in the manner provided in these 
Bylaws. No reduction of the authorized number of Directors shall have the 
effect of removing any Director before the Director's term of office expires 
unless such removal is made pursuant to the provisions of Section 19 hereof. 
(Del. Code Ann., tit. 8, Sections 141(b), 211(b), (c)).

SECTION 16.  POWERS

         The powers of the corporation shall be exercised, its business 
conducted and its property controlled by the Board of Directors, except as 
may be otherwise provided by statute or by the Certificate of Incorporation 
(Del. Code Ann., tit. 8, Section 141(a)).

SECTION 17.  VACANCIES

         Unless otherwise provided in the Certificate of Incorporation, 
vacancies and newly created directorships resulting from any increase in the 
authorized number of Directors may be filled by a majority of the Directors 
then in office, although less than a quorum, or by a sole remaining Director, 
and each Director so elected shall hold office for the unexpired portion of 
the term of the Director whose place shall be vacant and until his successor 
shall have been duly elected and qualified. A vacancy in the Board of 
Directors shall be deemed to exist under this Section 17 in the case of the 
death, removal or resignation of any Director, or if the stockholders fail at 
any meeting of stockholders at which Directors are to be elected (including 
any meeting referred to in Section 19 below) to elect the number of Directors 
then constituting the whole Board of Directors. (Del. Code Ann., tit. 8, 
Sections 223(a), (b)).

SECTION 18.  RESIGNATION

         Any Director may resign at any time by delivering his written 
resignation to the Secretary, such resignation to specify whether it will be 
effective at a particular time, upon receipt by the Secretary or at the 
pleasure of the Board of Directors. If no such specification is made, it 
shall be deemed effective at the pleasure of the Board of Directors. When one 
or more Directors shall resign from the Board of Directors, effective at a 
future date, a majority of the Directors then in office, including those who 
have so resigned, shall have power to fill such vacancy or vacancies, the 
vote thereon to take effect when such resignation or resignations shall 
become effective, and each Director so chosen shall hold office for the 
unexpired portion of the term of the Director whose place shall be vacated 
and until his successor shall have been duly elected and qualified. (Del. 
Code Ann., tit. 8, Sections 141(b), 223(d)).

SECTION 19.  REMOVAL

         At a special meeting of stockholders called for the purpose in the 
manner hereinabove provided, subject to any limitations imposed by law or the 
Certificate of Incorporation, the Board 

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of Directors, or any individual Director, may be removed from office, with or 
without cause and a new Director or Directors elected by a vote of 
stockholders holding a majority of the outstanding shares entitled to vote at 
an election of Directors. (Del. Code Ann., tit. 8, Section 141(k)).

SECTION 20.  MEETINGS

         (a) ANNUAL MEETINGS. The annual meeting of the Board of Directors 
shall be held immediately after the annual meeting of stockholders and at the 
place where such meeting is held. No notice of an annual meeting of the Board 
of Directors shall be necessary and such meeting shall be held for the 
purpose of electing officers and transacting such other business as may 
lawfully come before it.

         (b) REGULAR MEETINGS. Except as herein after otherwise provided, 
regular meetings of the Board of Directors shall be held in the office of the 
corporation required to be maintained pursuant to Section 2 hereof. Unless 
otherwise restricted by the Certificate of Incorporation, regular meetings of 
the Board of Directors may also be held at any place within or without the 
State of Delaware which has been determined by the Board of Directors. (Del. 
Code Ann., tit. 8, Section 141(g)).

         (c) SPECIAL MEETINGS. Unless otherwise restricted by the Certificate 
of Incorporation, special meetings of the Board of Directors may be held at 
any time and place within or without the State of Delaware whenever called by 
the Chairman, president or a majority of the Directors. (Del. Code Ann., tit. 
8, Section 141(g)).

         (d) TELEPHONE MEETINGS. Any member of the Board of Directors, or of 
any committee thereof, may participate in a meeting by means of conference 
telephone or similar communications equipment by means of which all persons 
participating in the meeting can hear each other, and participation in a 
meeting by such means shall constitute presence in person at such meeting. 
(Del. Code Ann., tit. 8, Section 141(i)).

         (e) NOTICE OF MEETINGS. Written notice of the time and place of all 
special meetings of the Board of Directors shall be given at least one (1) 
day before the date of the meeting. Notice of any meeting may be waived in 
writing at any time before or after the meeting and will be waived by any 
Director by attendance thereat, except when the Director attends the 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. (Del. Code Ann., tit. 8, Section 229).

         (f) WAIVER OF NOTICE. The transaction of all business at any meeting 
of the Board of Directors, or any committee thereof however called or 
noticed, or wherever held, shall be as valid as though had at a meeting duly 
held after regular call and notice, if a quorum be present and if, either 
before or after the meeting, each of the Directors not present shall sign a 
written waiver of notice, or a consent to holding such meeting, or an 
approval of the minutes thereof. Neither the business to be transacted at, 
nor the purpose of, any regular or special meeting of the Board of Directors 
need be specified in any written waiver of notice or consent unless so 

BYLAWS - 9


<PAGE>

required by the Certificate of Incorporation or these Bylaws. All such 
waivers, consents or approvals shall be filed with the corporate records or 
made a part of the minutes of the meeting. (Del. Code Ann., tit. 8, Section 
229).

SECTION 21.  QUORUM AND VOTING

         (a) Unless the Certificate of Incorporation requires a greater 
number and except with respect to indemnification questions arising under 
Section 42 hereof, for which a quorum shall be one-third of the exact number 
of Directors fixed from time to time in accordance with Section 15 hereof, 
but not less than one (1), a quorum of the Board of Directors shall consist 
of a majority of the exact number of Directors fixed from time to time in 
accordance with Section 15 of these Bylaws, but not less than one (1); 
provided, however, at any meeting whether a quorum be present or otherwise, a 
majority of the Directors present may adjourn from time to time until the 
time fixed for the next regular meeting of the Board of Directors, without 
notice other than by announcement at the meeting. (Del. Code Ann., tit. 8, 
Section 141(b)).

         (b) At each meeting of the Board of Directors at which a quorum is 
present all questions and business shall be determined by a vote of a 
majority of the Directors present, unless a different vote be required by 
law, the Certificate of Incorporation or these Bylaws. (Del. Code Ann., tit. 
8, Section 141(b)).

SECTION 22.  ACTION WITHOUT MEETING

         Unless otherwise restricted by the Certificate of Incorporation or 
these Bylaws, any action required or permitted to be taken at any meeting of 
the Board of Directors or of any committee thereof may be taken without a 
meeting, if all members of the Board of Directors or committee, as the case 
may be, consent thereto in writing, and such writing or writings are filed 
with the minutes of proceedings of the Board of Directors or committee. (Del. 
Code Ann., tit. 8, Section 141(f)).

SECTION 23.  FEES AND COMPENSATION

         Directors shall be entitled to such compensation for their services 
as may be approved by the Board of Directors including, if so approved, by 
resolution of the Board of Directors, a fixed sum and expenses of attendance, 
if any, for attendance at each regular or special meeting of the Board of 
Directors and at any meeting of a committee of the Board of Directors. 
Nothing herein contained shall be construed to preclude any Director from 
serving the corporation in any other capacity as an officer, agent, employee, 
or otherwise and receiving compensation therefor. (Del. Code Ann., tit. 8, 
Section 141(h)).

SECTION 24.  COMMITTEES

         (a) EXECUTIVE COMMITTEE. The Board of Directors may by resolution 
passed by a majority of the whole Board of Directors, appoint an Executive 
Committee to consist of one (1) 

BYLAWS - 10


<PAGE>

or more members of the Board of Directors. The Executive Committee, to the 
extent permitted by law and specifically granted by the Board of Directors, 
shall have and may exercise when the Board of Directors is not in session all 
powers of the Board of Directors in the management of the business and 
affairs of the corporation, including, without limitation, the power and 
authority to declare a dividend or to authorize the issuance of stock, except 
such committee shall not have the power or authority to amend the Certificate 
of Incorporation, to adopt an agreement of merger or consolidation, to 
recommend to the stockholders the sale, lease or exchange of all or 
substantially all of the corporation's property and assets, to recommend to 
the stockholders of the corporation a dissolution of the corporation or a 
revocation of a dissolution or to amend these Bylaws. (Del. Code Ann., tit. 
8, Section 141(c)).

         (b) OTHER COMMITTEES. The Board of Directors may, by resolution 
passed by a majority of the whole Board of Directors, from time to time 
appoint such other committees as may be permitted by law. Such other 
committees appointed by the Board of Directors shall consist of one (1) or 
more members of the Board of Directors, and shall have such powers and 
perform such duties as may be prescribed by the resolution or resolutions 
creating such committees, but in no event shall such committee have the 
powers denied to the Executive Committee in these Bylaws. (Del. Code Ann., 
tit. 8, Section 141(c)).

         (c) TERM. The members of all committees of the Board of Directors 
shall serve a term coexistent with that of the Board of Directors which shall 
have appointed such committee. The Board of Directors, subject to the 
provisions of subsections (a) or (b) of this Section 24, may at any time 
increase or decrease the number of members of a committee or terminate the 
existence of a committee. The membership of a committee member shall 
terminate on the date of his death or voluntary resignation from the 
committee or from the Board of Directors. The Board of Directors may at any 
time for any reason remove any individual committee member and the Board of 
Directors may fill any committee vacancy created by death, resignation, 
removal or increase in the number of members of the committee. The Board of 
Directors may designate one or more Directors as alternate members of any 
committee, who may replace any absent or disqualified member at any meeting 
of the committee, and, in addition, in the absence or disqualification of any 
member of a committee, the member or members thereof present at any meeting 
and not disqualified from voting, whether or not he or they constitute a 
quorum, may unanimously appoint another member of the Board of Directors to 
act at the meeting in the place of any such absent or disqualified member. 
(Del. Code Ann., tit. 8, Section 141(c)).

         (d) MEETINGS. Unless the Board of Directors shall otherwise provide, 
regular meetings of the Executive Committee or any other committee appointed 
pursuant to this Section 24 shall be held at such times and places as are 
determined by the Board of Directors, or by any such committee, and when 
notice thereof has been given to each member of such committee, no further 
notice of such regular meetings need be given thereafter. Special meetings of 
any such committee may be held at any place which has been determined from 
time to time by such committee, and may be called by any Director who is a 
member of such committee, upon written notice to the members of such 
committee of the time and place of such special meeting 

BYLAWS - 11


<PAGE>

given in the manner provided for the giving of written notice to members of 
the Board of Directors of the time and place of special meetings of the Board 
of Directors. Notice of any special meeting of any committee may be waived in 
writing at any time before or after the meeting and will be waived by any 
Director by attendance thereat, except when the Director attends such special 
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. A majority of the authorized number of members 
of any such committee shall constitute a quorum for the transaction of 
business, and the act of a majority of those present at any meeting at which 
a quorum is present shall be the act of such committee. (Del. Code Ann., tit. 
8, Sections 141(c), 229).

SECTION 25.  ORGANIZATION

         At every meeting of the Directors, the Chairman of the Board of 
Directors, or, if a Chairman has not been appointed or is absent, the 
President, or if the President is absent, a chairman of the meeting chosen by 
a majority of the Directors present, shall preside over the meeting. The 
Secretary, or in his absence, an Assistant Secretary directed to do so by the 
President, shall act as secretary of the meeting.

SECTION 26.  QUALIFICATION REQUIREMENT

         No person shall be qualified to be elected to, or appointed to fill 
a vacancy on, the Board of Directors of the corporation during the pendency 
of a Business Combination transaction, as defined herein, if such person is, 
or (in the case of a person described in clause (i), (ii) or (iii) below) was 
within the two years preceding the date of such election or appointment: (i) 
an officer, director, employee or affiliate (as defined in Rule 144 of the 
Securities and Exchange Commission ("SEC")) of a party to such transaction 
(an "Interested Party") or of any affiliate of an Interested Party; (ii) an 
agent subject to the direction of an Interested Party; (iii) a consultant or 
advisor to an Interested Party; (iv) a person having a material financial 
interest in the transaction (other than through the ownership of stock or 
securities of the corporation); or (v) a person having any business, 
financial, or familial relationship with any person referred to in clauses 
(i)-(iv) above that would reasonably be expected to affect such person's 
judgment in a manner adverse to this corporation. A person shall not be 
disqualified from election or appointment to the Board of Directors by reason 
of this Section 26 solely because such person is a director or officer of 
this corporation who receives normal and customary compensation as such 
and/or is a stockholder or affiliate of this corporation.

         A Business Combination shall mean any of the following: (i) a merger 
or consolidation of this corporation with another corporation, or a sale of 
all or substantially all of the business and assets of this corporation; or 
(ii) an acquisition (including by tender offer or any other means) by any 
person (including any two or more persons comprising a group, within the 
meaning of SEC Rule 13(d)(5), of beneficial ownership, within the meaning of 
SEC Rule 13(d)(3), of 15% or more of the outstanding common stock of this 
corporation.



<PAGE>

         A Business Combination shall be deemed pending for purposes of this
Section 26 commencing on the date any offer or proposal for such transaction
shall be made and until such time as the proposed transaction is abandoned or
until such time as: (i) the party proposing such transaction shall have acquired
beneficial ownership, as defined above, of 50% or more of this corporation's
outstanding voting stock; and (ii) ten business days shall have elapsed
thereafter. A business day shall mean any day other than a Saturday, a Sunday or
a day on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close. [Adopted by Board of Directors on
11/5/98]

                              ARTICLE V - OFFICERS

SECTION 27.  OFFICERS DESIGNATED

         The officers of the corporation shall be the Chairman of the Board of
Directors, the President, one or more Vice Presidents, the Secretary and the
Chief Financial Officer or Treasurer, all of whom shall be elected at the annual
organizational meeting of the Board of Directors. The order of the seniority of
the Vice Presidents shall be in the order of their nomination, unless otherwise
determined by the Board of Directors. The Board of Directors may also appoint
one or more Assistant Secretaries, Assistant Treasurers, and such other officers
and agents with such powers and duties as it shall deem necessary. The Board of
Directors may assign such additional titles to one or more of the officers as it
shall deem appropriate. Any one person may hold any number of offices of the
corporation at any one time unless specifically prohibited therefrom by law. The
salaries and other compensation of the officers of the corporation shall be
fixed by or in the manner designated by the Board of Directors. (Del. Code Ann.,
tit. 8, Sections 122(5), 142(a), (b)).

SECTION 28.  TENURE AND DUTIES OF OFFICERS

         (a) GENERAL. All officers shall hold office at the pleasure of the
Board of Directors and until their successors shall have been duly elected and
qualified, unless sooner removed. Any officer elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors. If the office
of any officer becomes vacant for any reason, the vacancy may be filled by the
Board of Directors. (Del. Code Ann., tit. 8, Sections 141(b), (e)).

         (b) DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
Board of Directors, when present, shall preside at all meetings of the
stockholders and the Board of Directors. The Chairman of the Board of Directors
shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. If there is no President, then the Chairman
of the Board of Directors shall also serve as the Chief Executive Officer of the
corporation and shall have the powers and duties prescribed in paragraph (c) of
this Section 27. (Del. Code Ann., tit. 8, Section 142(a)).

BYLAWS - 13
<PAGE>

         (c) DUTIES OF PRESIDENT. The President shall preside at all meetings 
of the stockholders and at all meetings of the Board of Directors, unless the
Chairman of the Board of Directors has been appointed and is present. The
President shall be the 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 officers of the corporation. The
President shall perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the Board of
Directors shall designate from time to time. (Del. Code Ann., tit. 8, 
Section 142(a)).

         (d) DUTIES OF VICE PRESIDENTS. The Vice Presidents, as designated by
the Board of Directors may assume and perform the duties of the President in the
absence or disability of the President or whenever the office of President is
vacant. The Vice Presidents shall perform other duties commonly incident to
their office and shall also perform such other duties and have such other powers
as the Board of Directors or the President shall designate from time to time.
(Del. Code Ann., tit. 8, Section 142(a)).

         (e) DUTIES OF SECRETARY. The Secretary shall attend all meetings of the
stockholders and of the Board of Directors, and shall record all acts and
proceedings thereof in the minute book of the corporation. The Secretary shall
give notice in conformity with these Bylaws of all meetings of the stockholders,
and of all meetings of the Board of Directors and any committee thereof
requiring notice. The Secretary shall perform all other duties given him in
these Bylaws and other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. The President may direct any Assistant
Secretary to assume and perform the duties of the Secretary in the absence or
disability of the Secretary, and each Assistant Secretary shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall
designate from time to time. (Del. Code Ann., tit. 8, Section 142(a)).

         (f) DUTIES OF TREASURER. The Treasurer, subject to the order of the
Board of Directors, shall have the custody of all funds and securities of the
corporation. The Treasurer shall perform other duties commonly incident to his
office and shall also perform such other duties and have such other powers as
the Board of Directors or the President shall designate from time to time. The
President may direct any Assistant Treasurer to assume and perform the duties of
the Treasurer in the absence or disability of the Treasurer, and each Assistant
Treasurer shall perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the Board of
Directors or the president shall designate from time to time. (Del. Code Ann., 
tit. 8, Section 142(a)).

         (g) DUTIES OF CONTROLLER. The Controller shall keep or cause to be kept
the books of account of the corporation in a thorough and proper manner, and
shall render statements of the financial affairs of the corporation in such form
and as often as required by the Board of Directors or the President. The
Controller shall perform other duties commonly incident to his 

BYLAWS - 14
<PAGE>

office and shall also perform such other duties and have such other duties and 
have such other powers as he Board of Directors or the President shall 
designate from time to time. The president may direct any Assistant Controller 
to assume and perform the duties of the Controller in absence or disability of 
the Controller, and each Assistant Controller shall perform other duties 
commonly incident to his office and shall also perform such other duties and 
have such other powers as the Board of Directors or the president shall 
designate from time to time.

SECTION 29.  DELEGATION OF AUTHORITY

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

SECTION 30.  RESIGNATIONS

         Any officer may resign at any time by giving written notice to the
Board of Directors or to the President or to the Secretary. Any such resignation
shall be effective when received by the person or persons to whom such notice is
given, unless a later time is specified therein, in which event the resignation
shall become effective at such later time. Unless otherwise specified in such
notice, the acceptance of any such resignation shall not be necessary to make it
effective. Any resignation shall be without prejudice to the rights, if any, of
the corporation under any contract with the resigning officer. (Del. Code Ann.,
tit. 8, Section 142(b)).

SECTION 31.  REMOVAL

         Any officer may be removed from office at any time, either with or
without cause, by the vote or written consent of a majority of the Directors in
office at the time, or by any committee or superior officers upon whom such
power of removal may have been conferred by the Board of Directors.

         ARTICLE VI - EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
                  OF SECURITIES OWNED BY THE CORPORATION

SECTION 32.  EXECUTION OF CORPORATE INSTRUMENTS

         The Board of Directors may, in its discretion, determine the method and
designate the signatory officer or officers, or other person or persons, to
execute on behalf of the corporation any corporate instrument or document, or to
sign on behalf of the corporation the corporate name without limitation, or to
enter into contracts on behalf of the corporation, except where otherwise
provided by law or these Bylaws, and such execution or signature shall be
binding upon the corporation. (Del. Code Ann., tit. 8, Sections 103(a), 142(a),
158).

         Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, promissory notes, deeds of trust, mortgages and other
evidences of indebtedness of the corporation, and other corporate instruments or
documents requiring the corporate seal, and 

BYLAWS - 15
<PAGE>

certificates of shares of stock owned by the corporation, shall be executed, 
signed or endorsed by the Chairman of the Board of Directors or the President. 
All other instruments and documents requiring the corporate signature, but not 
requiring the corporate seal, may be executed as aforesaid or in such other 
manner as may be directed by the Board of Directors. (Del. Code Ann., tit. 8, 
Sections 103(a), 142(a), 158).

         All checks and drafts drawn on banks or other depositories on funds to
the credit of the corporation or in special accounts of the corporation shall be
signed by such person or persons as the Board of Directors shall authorize so to
do.

         Unless authorized or ratified by the Board of Directors or within the 
agency power of an officer, no officer, agent or employee shall have any power 
or authority to bind the corporation by any contract or engagement or to 
pledge its credit or to render it liable for any purpose or for any amount.  
(Del. Code Ann., tit. 8, Sections 103(a), 142(a), 158).

SECTION 33.  VOTING OF SECURITIES OWNED BY THE CORPORATION

         All stock and other securities of other corporations owned or held by 
the corporation for itself, or for other parties in any capacity, shall be 
voted, and all proxies with respect thereto shall be executed, by the person 
authorized so to do by resolution of the Board of Directors, or, in the 
absence of such authorization, by the Chairman of the Board of Directors or 
the President.  (Del. Code Ann. tit. 8, Section 123).

                          ARTICLE VII - SHARES OF STOCK

SECTION 34.  FORM AND EXECUTION OF CERTIFICATES

         Certificates for the shares of stock of the corporation shall be in
such form as is consistent with the Certificate of Incorporation and applicable
law. Every holder of stock in the corporation shall be entitled to have a
certificate signed by or in the name of the corporation by the Chairman of the
Board of Directors or the President or the Secretary or Assistant Secretary,
certifying the number of shares owned by him in the corporation. Where such
certificate is countersigned by a transfer agent other than the corporation or
its employee, or by a registrar other than the corporation or its employee, any
other signature on the certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued with the
same effect as if he were such officer transfer agent, or registrar at the date
of issue. Each certificate shall state upon the face or back thereof, in full or
in summary, all of the designations preferences, limitations, restrictions on
transfer and relative rights of the shares authorized to be issued. (Del. Code
Ann. tit. 8, Section 158).

SECTION 35.  LOST CERTIFICATES

BYLAWS - 16
<PAGE>

         A new certificate or certificates shall be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen, or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen, or
destroyed. The corporation may require, as a condition precedent to the issuance
of a new certificate or certificates the owner of such lost, stolen, or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require or to give the corporation a surety
bond in such form and amount as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen, or destroyed. (Del. Code Ann., tit. 8, Section 167).

SECTION 36.  TRANSFERS

         (a) Transfers of record of shares of stock of the corporation shall 
be made only upon its books by the holders thereof, in person or by attorney 
duly authorized, and upon the surrender of a properly endorsed certificate or 
certificates for a like number of shares. (Del. Code Ann., tit. 8, Section 
201, tit. 6, Section 8-401(1)).

         (b) The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Delaware. (Del. Code Ann., tit. 8,
Section 160(a)).

SECTION 37.  FIXING RECORD DATES

         (a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix, in advance, a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which record date
shall not be more than sixty (60) nor less than ten (10) days before the date of
such meeting. If no record date is fixed by the Board of Directors, the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

         (b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix, in advance, a record date which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board of Directors, and which date shall not be more than ten (10) days
after the date upon which the resolution fixing the record date is adopted by
the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for 

BYLAWS - 17
<PAGE>

determining stockholders entitled to consent to corporate action in writing 
without a meeting, when no prior action by the Board of Directors is required 
by law, shall be the first date on which a signed written consent setting 
forth the action taken or proposed to be taken is delivered to the Corporation 
by delivery to its registered office in the State of Delaware, its principal 
place of business or an officer or agent of the Corporation having custody of 
the book in which proceedings of meetings of stockholders are recorded. 
Delivery made to a Corporation's registered office shall be by hand or by 
certified or registered mail, return receipt requested. If no record date has 
been fixed by the Board of Directors and prior action by the Board of 
Directors is required by law, the record date for determining stockholders 
entitled to consent to corporate action in writing without a meeting shall be 
at the close of business on the day on which the Board of Directors adopts the 
resolution taking such prior action.

         (c) In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty (60)
days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. (Del. Code Ann., tit. 8, Section 213).

SECTION 38.  REGISTERED STOCKHOLDERS

         The corporation shall be entitled to recognize the exclusive right of 
a person registered on its books as the owner of shares to receive dividends, 
and to vote as such owner, and shall not be bound to recognize any equitable 
or other claim to or interest in such share or shares on the part of any other 
person whether or not it shall have express or other notice thereof, except as 
otherwise provided by the laws of Delaware. (Del. Code Ann., tit. 8, Sections 
213(a), 219).

               ARTICLE VIII - OTHER SECURITIES OF THE CORPORATION

SECTION 39.  EXECUTION OF OTHER SECURITIES

         All bonds, debentures and other corporate securities of the
corporation, other than stock certificates (covered in Section 33), may be
signed by the Chairman of the Board of Directors, the President, or such other
person as may be authorized by the Board of Directors, and the corporate seal
impressed thereon or a facsimile of such seal imprinted thereon and attested by
the signature of the Secretary or an Assistant Secretary, or the Chief Financial
Officer or Treasurer or an Assistant Treasurer; provided, however, that where
any such bond, debenture or other corporate security shall be authenticated by
the manual signature of a trustee under an indenture pursuant to which such
bond, debenture or other corporate security shall be issued, the signatures of
the persons signing and attesting the corporate seal on such bond, debenture or
other corporate security may be the imprinted facsimile of the signatures of
such persons. Interest coupons 

BYLAWS - 18
<PAGE>

appertaining to any such bond, debenture or other corporate security 
authenticated by a trustee as aforesaid, shall be signed by the Treasurer or 
an Assistant Treasurer of the corporation or such other person as may be 
authorized by the Board of Directors, or bear imprinted thereon the facsimile 
signature of such person. In case any officer who shall have signed or 
attested any bond, debenture or other corporate security, or whose facsimile 
signature shall appear thereon or on any such interest coupon, shall have 
ceased to be such officer before the bond, debenture or other corporate 
security so signed or attested shall have been delivered, such bond debenture 
or other corporate security nevertheless may be adopted by the corporation and 
issued and delivered as though the person who signed the same or whose 
facsimile signature shall have been used thereon had not ceased to be such 
officer of the corporation.

                             ARTICLE IX - DIVIDENDS

SECTION 40.  DECLARATION OF DIVIDENDS

         Dividends upon the capital stock of the corporation, subject to the 
provisions of the Certificate of Incorporation, if any, may be declared by the 
Board of Directors pursuant to law at any regular or special meeting.  
Dividends may be paid in cash, in property, or in shares of the capital stock, 
subject to the provisions of the Certificate of Incorporation.  (Del. Code 
Ann. tit. 8, Sections 170, 173).

SECTION 41.  DIVIDEND RESERVE

         Before payment of any dividend, there may be set aside out of any funds
of the corporation available for dividends such sum or sums as the Board of
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the Board of Directors shall think conducive to the interests of the
corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created. (Del. Code Ann., tit. 8, Section 171).

                             ARTICLE X - FISCAL YEAR

SECTION 42.  FISCAL YEAR

         The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.

                          ARTICLE XI - INDEMNIFICATION

SECTION 43.  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
             OTHER AGENTS

         (a) DIRECTORS AND EXECUTIVE OFFICERS. The corporation shall indemnify
its Directors and executive officers to the fullest extent not prohibited by the
Delaware General Corporation Law; PROVIDED, HOWEVER, that the corporation may
limit the extent of such indemnification by 

BYLAWS - 19
<PAGE>

individual contracts with its Directors and executive officers; and, PROVIDED, 
FURTHER, that the corporation shall not be required to indemnify any Director 
or executive officer in connection with any proceeding (or part thereof) 
initiated by such person or any proceeding by such person against the 
corporation or its Directors, officers, employees or other agents unless (i) 
such indemnification is expressly required to be made by law, (ii) the 
proceeding was authorized by the Board of Directors of the corporation or 
(iii) such indemnification is provided by the corporation, in its sole 
discretion, pursuant to the powers vested in the corporation under the 
Delaware General Corporation Law.

         (b) OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS. The corporation shall
have power to indemnify its other officers, employees and other agents as set
forth in the Delaware General Corporation Law.

         (c) GOOD FAITH.

                  (1) For purposes of any determination under this Bylaw, a
Director or executive officer shall be deemed to have acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, to have
had no reasonable cause to believe that his conduct was unlawful, if his action
is based on information, opinions, reports and statements including financial
statements and other financial data, in each case prepared or presented by:

                           (i)   one or more officers or employees of the 
corporation whom the Director or executive officer believed to be reliable and 
competent in the matters presented;

                           (ii)  counsel, independent accountants or other 
persons as to matters which the Director or executive officer believed to be 
within such person's professional competence; and

                           (iii) with respect to a Director, a committee of 
the Board upon which such Director does not serve, as to matters within such 
Committee's designated authority, which committee the Director believes to 
merit confidence; so long as, in each case, the Director or executive officer 
acts without knowledge that would cause such reliance to be unwarranted.

                  (2) The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal proceeding, that
he had reasonable cause to believe that his conduct was unlawful.

                  (3) The provisions of this paragraph (c) shall not be deemed
to be exclusive or to limit in any way the circumstances in which a person may
be deemed to have met the applicable standard of conduct set forth by the
Delaware General Corporation Law.

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<PAGE>

         (d) EXPENSES. The corporation shall advance, prior to the final
disposition of any proceeding, promptly following request therefor, all expenses
incurred by any Director or executive officer in connection with such proceeding
upon receipt of an undertaking by or on behalf of such person to repay said
amounts if it should be determined ultimately that such person is not entitled
to be indemnified under this Bylaw or otherwise.

         Notwithstanding the foregoing, unless otherwise determined pursuant to
paragraph (e) of this Bylaw, no advance shall be made by the corporation if a
determination is reasonably and promptly made (1) by the Board of Directors by a
majority vote of a quorum consisting of Directors who were not parties to the
proceeding, or (2) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, that the facts known to the decision making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the corporation.

         (e) ENFORCEMENT. Without the necessity of entering into an express
contract, all rights to indemnification and advances to Directors and executive
officers under this Bylaw shall be deemed to be contractual rights and be
effective to the same extent and as if provided for in a contract between the
corporation and the Director or executive officer. Any right to indemnification
or advances granted by this Bylaw to a Director or executive officer shall be
enforceable by or on behalf of the person holding such right in any court of
competent jurisdiction if (i) the claim for indemnification or advances is
denied, in whole or in part, or (ii) no disposition of such claim is made within
ninety (90) days of request therefor. The claimant in such enforcement action,
if successful in whole or in part, shall be entitled to be paid also the expense
of prosecuting his claim. The corporation shall be entitled to raise as a
defense to any such action that the claimant has not met the standards of
conduct that make it permissible under the Delaware General Corporation Law 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 has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, 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.

         (f) NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by
this Bylaw shall not be exclusive of any other right which such person may have
or hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office. The corporation is specifically
authorized to enter into individual contracts with any or all of its Directors,
officers, employees or agents 

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<PAGE>

respecting indemnification and advances, to the fullest extent not prohibited 
by the Delaware General Corporation Law.

         (g) SURVIVAL OF RIGHTS. The rights conferred on any person by this
Bylaw shall continue as to a person who has ceased to be a Director, officer,
employee or other agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.

         (h) INSURANCE. To the fullest extent permitted by the Delaware General
Corporation Law, the corporation, upon approval by the Board of Directors, may
Purchase insurance on behalf of any person required or permitted to be
indemnified pursuant to this Bylaw.

         (i) AMENDMENTS. Any repeal or modification of this Bylaw shall only be
prospective and shall not affect the rights under this Bylaw in effect at the
time of the alleged occurrence of any action or omission to act that is the
cause of any proceeding against any agent of the corporation.

         (j) SAVING CLAUSE. If this Bylaw or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each Director and executive officer to
the full extent not prohibited by any applicable portion of this Bylaw that
shall not have been invalidated, or by any other applicable law.

         (k) CERTAIN DEFINITIONS. For the purposes of this Bylaw, the following
definitions shall apply:

                  (1) The term "proceeding" shall be broadly construed and shall
include without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.

                  (2) The term "expenses" shall be broadly construed and shall
include, without limitation, court costs, attorneys' fees, witness fees, fines,
amounts paid in settlement or judgment and any other costs and expenses of any
nature or kind incurred in connection with any proceeding.

                  (3) The term the "corporation" shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Bylaw with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

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<PAGE>

                  (4) References to a "director," "officer," "employee," or
"agent" of the corporation shall include, without limitation, situations where
such person is serving at the request of the corporation as a director, officer,
employee, trustee or agent of another corporation, partnership, joint venture,
trust or other enterprise.

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

                              ARTICLE XII - NOTICES

SECTION 44.  NOTICES

         (a) NOTICE TO STOCKHOLDERS. Whenever, under any provisions of these
Bylaws, notice is required to be given to any stockholder, it shall be given in
writing, timely and duly deposited in the United States mail, postage prepaid,
and addressed to his last known post office address as shown by the stock record
of the corporation or its transfer agent. (Del. Code Ann., tit. 8, Section 222).

         (b) NOTICE TO DIRECTORS. Any notice required to be given to any
Director may be given by the method stated in subsection (a), or by facsimile,
telex or telegram, except that such notice other than one which is delivered
personally shall be sent to such address as such Director shall have filed in
writing with the Secretary, or, in the absence of such filing, to the last known
post office address of such Director.

         (c) ADDRESS UNKNOWN. If no address of a stockholder or Director be
known, notice may be sent to the office of the corporation required to be
maintained pursuant to Section 2 hereof.

         (d) AFFIDAVIT OF MAILING. An affidavit of mailing, executed by a duly
authorized and competent employee of the corporation or its transfer agent
appointed with respect to the class of stock affected, specifying the name and
address or the names and addresses of the stockholder or stockholders, or
Director or Directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, shall be conclusive evidence of the
statements therein contained. (Del. Code Ann., tit. 8, Section 222).

         (e) TIME NOTICES DEEMED GIVEN. All notices given by mail, as above
provided, shall be deemed to have been given as at the time of mailing and all
notices given by facsimile, 

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<PAGE>

telex or telegram shall be deemed to have been given as of the sending time 
recorded at time of transmission.

         (f) METHODS OF NOTICE. It shall not be necessary that the same method
of giving notice be employed in respect of all Directors, but one permissible
method may be employed in respect of any one or more, and any other permissible
method or methods may be employed in respect of any other or others.

         (g) FAILURE TO RECEIVE NOTICE. The period or limitation of time within
which any stockholder may exercise any option or right or enjoy any privilege or
benefit, or be required to act, or within which any Director may exercise any
power or right, or enjoy any privilege, pursuant to any notice sent him in the
manner above provided, shall not be affected or extended in any manner by the
failure of such stockholder or such Director to receive such notice.

         (h) NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL. Whenever
notice is required to be given, under any provision of law or of the Certificate
of Incorporation or Bylaws of the corporation, to any person with whom
communication is unlawful, the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person. Any action or
meeting which shall be taken or held without notice to any such person with whom
communication is unlawful shall have the same force and effect as if such notice
had been duly given. In the event that the action taken by the corporation is
such as to require the filing of a certificate under any provision of the
Delaware General Corporation Law, the certificate shall state, if such is the
fact and if notice is required, that notice was given to all persons entitled to
receive notice except such persons with whom communication is unlawful.

         (i) NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS. Whenever notice is
required to be given, under any provision of law or the Certificate of
Incorporation or Bylaws of the corporation, to any stockholder to whom (i)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent without a meeting to such person during the
period between such two consecutive annual meetings, or (ii) all, and at least
two, payments (if sent by first class mail) of dividends or interest on
securities during a twelve month period, have been mailed addressed to such
person at his address as shown on the records of the Corporation and have been
returned undeliverable, the giving of such notice to such person shall not be
required. Any action or meeting which shall be taken or held without notice to
such person shall have the same force and effect as if such notice had been duly
given. If any such person shall deliver to the corporation a written notice
setting forth his then current address, the requirement that notice be given to
such person shall be reinstated. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the certificate need not
state that notice was not given to persons to whom notice was not required to be
given pursuant to this paragraph. (Del. Code Ann., tit. 8, Section 230).

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<PAGE>

                            ARTICLE XIII - AMENDMENTS

SECTION 45.  AMENDMENTS

         Except as otherwise provided in paragraph (i) of Section 42 of these
Bylaws, these Bylaws may be amended or repealed and new Bylaws adopted by the
stockholders by a vote of the holders of 75% or more of the outstanding Common
Stock entitled to vote. The Board of Directors shall also have the power, unless
such power is expressly prohibited by the Certificate of Incorporation, to
adopt, amend or repeal Bylaws (including, without limitation, the amendment of
any Bylaw setting forth the number of Directors who shall constitute the whole
Board of Directors). (Del. Code Ann. tit. 8, Sections 109(a), 122(6)). [Adopted 
by Board of Directors on 11/5/98]

                         ARTICLE XIV - LOANS TO OFFICERS

SECTION 46.  LOANS TO OFFICERS

         The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiaries, including any officer or employee who is a Director of the
corporation or its subsidiaries, whenever, in the judgment of the Board of
Directors, such loan, guarantee or assistance may reasonably be expected to
benefit the corporation. The loan, guarantee or other assistance may be with or
without interest and may be unsecured, or secured in such manner as the Board of
Directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in this Section 45 shall be deemed to deny,
limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute. (Del. Code Ann., tit. 8, Section 143).





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