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                                                                    EXHBIT 3.3



                              AMENDED AND RESTATED
                                   BYLAWS OF
                         SIMIONE CENTRAL HOLDINGS, INC.
                   (FORMERLY KNOWN AS INFOMED HOLDINGS, INC.
                            (A DELAWARE CORPORATION)



                                   ARTICLE I

                                  STOCKHOLDERS

         Section 1.1      Annual Meeting.  An annual meeting of stockholders
shall be held for the election of directors at such date, time and place,
either within or without the State of Delaware, as may be designated by
resolution of the Board of Directors from time to time.  Any other proper
business may be transacted at the annual meeting.

         Section 1.2      Special Meetings.  Special meetings of stockholders
for any purpose or purposes may be called at any time by the Board of Directors
or the President.  Special meetings may not be called by any other person or
persons.

         Section 1.3      Notice of Meetings.  Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given which shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called.  Unless otherwise provided by law, the written
notice of any meeting shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at such
meeting.  If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on
the records of the Corporation.

         Section 1.4      Adjournments.  Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting which the adjournment is taken.
At the adjourned meeting, the Corporation may transact any business that might
have been transacted at the original meeting.  If the adjournment is for more
than thirty 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.

         Section 1.5      Quorum.  At each meeting of stockholders, except
where otherwise provided by law or the certificate of incorporation or these
bylaws, the holders of a majority of the outstanding shares of stock entitled
to vote at the meeting, present in person or by proxy, shall constitute a
quorum.  In the absence of a quorum, the stockholders so present may, by
majority vote, adjourn the meeting from time to time in the manner provided in
Section 1.4 of these bylaws until a quorum is present.

         Section 1.6      Organization.  Meetings of stockholders shall be
presided over by the person designated by the Board of Directors.  The
Secretary shall act as secretary of the



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meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting.

         Section 1.7      Voting; Proxies.  Unless otherwise provided in the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
the stockholder that has voting power upon the matter in question.  Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him by proxy, but no such proxy shall be voted or
acted upon after three years after its date, unless the proxy provides for a
longer period.  A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power.  A stockholder may revoke
any proxy that is not irrevocable by attending the meeting and voting in person
or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the Corporation.
Voting at meetings of stockholders need not be by written ballot and need not
be conducted by inspectors unless the holders of a majority of the outstanding
shares of all classes of stock entitled to vote thereon present in person or by
proxy at such meeting shall so determine.  At all meetings of stockholders for
the election of directors, a plurality of the votes cast shall be sufficient to
elect directors, unless otherwise provided in the certificate of incorporation.
All other elections and questions shall, unless otherwise provided by law or by
the certificate of incorporation or these bylaws, be decided by the vote of
holders of a majority of the outstanding shares of stock entitled to vote
thereon present in person or by proxy at the meeting, provided that (except as
otherwise required by law or by the certificate of incorporation) the Board of
Directors may require a larger vote upon any election or question.

         Section 1.8      Fixing Date for Determination of Stockholders of
Record.  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, or express consent to corporate action in writing without a meeting,
the Board of Directors may fix a record date, which shall not preclude the date
upon which the resolution fixing the record date is adopted by the Board of
Directors.  The record date for determining stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, shall not
be more than sixty nor less than ten days before the date of such meeting.  If
no record date is fixed, 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.

         The record date to determine the stockholders entitled to consent to
corporate action in writing without a meeting shall not be more than ten 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 determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the
Board of Directors is required by the General Corporation Law of Delaware,
shall be the first date on





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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
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 the 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 the General Corporation
Law of Delaware, 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.

         Section 1.9      List of Stockholders Entitled to Vote.  The Secretary
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged
in alphabetical order, and 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 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 list shall
also be produced and kept at the time and place of the meeting during the whole
time thereof and may be inspected by any stockholder who is present.  The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

         Section 1.10     Action by Consent of Stockholders.  Unless otherwise
restricted by the Certificate of Incorporation, any action required or
permitted to be taken at any annual or special meeting of the stockholders may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding stock having not less that the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted.  Prompt notice of
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.





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                                   ARTICLE II

                               BOARD OF DIRECTORS

         Section 2.1      Number; Qualifications.  The number of directors
shall be determined from time to time by resolution of the Board of Directors.
Directors need not be stockholders.

         Section 2.2      Elections; Resignation; Removal; Vacancies.  The
Board of Directors shall initially consist of the persons elected as such by
the incorporator.  At the first annual meeting of stockholders and each annual
meeting thereafter, the stockholders shall elect Directors to replace those
Directors whose terms then expire.  Any Director may resign at any time upon
written notice to the Corporation.  Stockholders may remove Directors with or
without cause.  Any vacancy occurring in the Board of Directors for any cause
may be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, or by a plurality of the votes
cast at a meeting of stockholders, and each Director so elected shall hold
office until the expiration of the term of office of the Director whom he has
replaced.

         Section 2.3      Regulate Meetings.  Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware
and at such time as the Board of Directors may from time to time determine, and
if so determined, notice of the meeting shall be given.

         Section 2.4      Special Meeting.  Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, or by any member of the Board of
Directors.  Reasonable notice thereof shall be given by the person or persons
calling the meeting, not later than the second day before the date of the
special meeting.

         Section 2.5      Telephonic Meetings Permitted.  Members of the Board
of Directors, or any committee designated by the Board, may participate in a
meeting of such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
bylaw shall constitute presence in person at such meeting.

         Section 2.6      Quorum; Vote Required for Action.  At all meetings of
the Board of Directors a majority of the whole Board shall constitute a quorum
for the transaction of business.  Except in cases in which the certificate of
incorporation or these bylaws otherwise provide, the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

         Section 2.7      Organization.  Meetings of the Board of Directors
shall be presided over by the Chairman of the Board, if any, or in his absence
by a chairman chosen at the meeting.  The Secretary shall act as secretary of
the meeting, but in his absence the chairman of the meeting may appoint any
person to act as secretary of the meeting.





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         Section 2.8      Informal Action by Directors.  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 or such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
or committee.


                                  ARTICLE III

                                   COMMITTEES

         Section 3.1      Committees.  The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation.  The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee.  In the absence or disqualification of a member
of the committee, the member or members 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 place of any such absent or disqualified member.  Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have power or authority to amend the
certificate of incorporation (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of
shares of stock adopted by the Board of Directors as provided in Section 151(a)
of the General Corporation Law of Delaware, fix the designation and any of the
preferences or rights of the shares), adopt an agreement of merger or
consolidation, recommend to the stockholders the sale, lease or exchange of all
or substantially all of the Corporation's property and assets, recommend to the
stockholders a dissolution of the Corporation or a revocation of dissolution,
or amend these bylaws; and, unless the resolution expressly so provides, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.

         Section 3.2      Committee Rules.  Unless the Board of Directors
otherwise provides, each committee designated by the Board may make, alter and
repeal rules for the conduct of its business.  In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these bylaws.





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                                   ARTICLE IV

                                    OFFICERS

         Section 4.1      Generally.  The officers of the Corporation shall be
a Chairman, one or more Vice Chairmen, a Chief Executive Officer, a Chief
Operating Officer, a Chief Financial Officer, a President, one or more Vice
Presidents, a Secretary and a Treasurer, and such additional officers, if any,
as shall be elected by the Board of Directors pursuant to the provisions of
Section 4.11 of this Article IV.  The Chairman, one or more Vice Chairmen, the
Chief Executive Officer, the Chief Operating Officer, the President, one or
more Vice Presidents, the Secretary and the Treasurer, shall be elected by the
Board of Directors at its first meeting after each annual meeting of the
stockholders.  The failure to hold such election shall not of itself terminate
the term of office of any officer.  Any number of offices may be held
simultaneously by the same person except that the person serving as Chief
Financial Officer may not serve simultaneously as the Chief Executive Officer.
The Chairman and any Vice Chairman shall be Directors of the Corporation.  All
other officers may, but need not, the Directors.  Any officer may resign at any
time upon written notice to the Corporation.

         Any officers, agents and employees shall be subject to removal, with
or without cause, at any time by the Board of Directors.  The removal of an
officer without cause shall be without prejudice to his contract rights, if
any.  The election or appointment of an officer shall not of itself create
contract rights.  All agents and employees other than officers elected by the
Board of Directors shall also be subject to removal, with or without cause, at
any time by the officers appointing them.

         Any vacancy caused by the death of any officer, his resignation, his
removal, or otherwise, may be filled by the Board of Directors, and any officer
so elected shall hold office at the pleasure of the Board of Directors.

         In addition to the powers and duties of the officers of the
Corporation as set forth in these bylaws, the officers shall have such
authority and shall perform such duties as from time to time may be determined
by the Board of Directors

         Section 4.2      Powers and Duties of the Chairman.  The Chairman
shall preside at all meetings of the stockholders and of the Board of Directors
at which he shall be present and shall have such other duties as may from time
to time be assigned by these bylaws or by the Board of Directors.

         Section 4.3      Powers and Duties of the Vice Chairman.  The Vice
Chairman or Chairman shall have such powers to perform such duties as may from
time to time be assigned by the Board of Directors or the Chairman.  In the
absence of the Chairman, the Vice Chairman (or if more than one, one of the
Vice Chairmen as designated by the Board of Directors) shall preside at all
meetings of the stockholders and the Board of Directors at which he shall be
present.





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         Section 4.4      Powers and Duties of the Chief Execute Officer.  The
Chief Executive Officer shall be the chief executive officer of the Corporation
and, subject to the control of the Board of Directors, shall have general
charge and control of all its business and affairs and shall perform all duties
incident to the office of the Chief Executive Officer; he may sign and execute,
in the name of the Corporation, all authorized deeds, mortgages, bonds, notes
and other evidence of indebtedness, contracts or other instruments, except in
cases in which the signing and execution thereof shall have been expressly
excluded from the Chief Executive Officer and delegated to some other officer
or agent of the Corporation by the Board of Directors.  In the absence or
disability of the Chairman and all Vice Chairmen, the Chief Executive Officer
shall preside at all meetings of the stockholders and shall have such other
powers and perform such other duties as may from time to time be assigned by
him by these bylaws or by the Board of Directors.

         Section 4.5      Powers and Duties of the Chief Operating Officer.
The Chief Operating Officer shall be the principal operating officer of the
Corporation with authority as such, and at the request of the Chief Executive
Officer or in his absence or disability to act, shall perform the duties and
exercise the functions of the Chief Executive Officer, and when so acting shall
have such other powers and perform such other duties as may from time to time
be assigned to him by the Board of Directors or Chief Executive Officer.

         Section 4.6      Powers and Duties of the Chief Financial Officer.
The Chief Financial Officer shall be the chief accounting officer of the
Corporation; he shall see that the books of account and other accounting
records of the Corporation are kept in proper form and accurately; and, in
general, he shall perform all the duties incident to the office of Chief
Financial Officer of the Corporation and such other duties as may from time to
time be assigned to him by the Board of Directors or the Chief Executive
Officer.

         Section 4.7      Powers and Duties of the President.  The President
shall act as a general executive officer of the Corporation and shall have such
other powers and perform such other duties as may from time to time be assigned
to him by these bylaws or by the Board of Directors or by the Chief Executive
Officer.

         Section 4.8      Powers and Duties of the Vice President.  Each Vice
President shall perform all duties incident to the office of Vice President and
shall have such other powers and perform such other duties as may from time to
time be assigned to him by these bylaws or by the Board of Directors or the
Chief Executive Officer.

         Section 4.9      Powers and Duties of the Secretary.  The Secretary
shall keep the minutes of any meetings of the Board of Directors and the
minutes of all meetings of the stockholders in books provided for that purpose;
he shall attend to the giving or serving of all notices of the Corporation; he
shall have custody of the corporate seal of the Corporation and shall affix the
same to such documents and other papers as the Board of Directors or the Chief
Executive Officer shall authorize and direct; he shall have charge of the stock
certificate books, transfer books and stock ledgers and such other books and
papers as the Board of Directors or the Chief Executive Officer shall direct,
all of which shall at all reasonable times be open to the examination of any
Director, upon application, at the office of the Corporation during business





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hours; he shall be the custodian of the general books and records of the
Corporation maintained in the ordinary course of business or otherwise; and he
shall perform all duties incident to the office of Secretary and shall also
have such other powers and shall perform such other duties as may from time to
time be assigned to him by these bylaws or the Board of Directors or the Chief
Executive Officer.

         Section 4.10     Powers and Duties of the Treasurer.  The Treasurer
shall have custody of, and when proper shall pay out, disburse or otherwise
dispose of, all funds and securities of the Corporation which may have come
into this hands; he may endorse on behalf of the Corporation for collection
checks, notes and other obligations and shall deposit the same to the credit of
the Corporation in such bank or depository or depositaries as the Board of
Directors may designate; he shall sign all receipts and vouchers for payments
made to the Corporation kept for the purpose full and accurate accounts of all
moneys received or paid or otherwise disposed of by him and whenever required
by the Board of Directors or the Chief Executive Officer shall render
statements of such accounts; and he shall perform all duties incident to the
office of Treasurer and shall also have such other powers and shall perform
such other duties as may from time to time be assigned to him by these bylaws
or by the Board of Directors or the Chief Executive Officer.

         Section 4.11     Additional Officers.  The Board of Directors may from
time to time elect such other officers (who may but need not be Directors),
including Controllers, Assistant Treasurers, Assistant Secretaries and
Assistant Financial Officers, as the Board may deem advisable and such officers
shall have such authority and shall perform such duties as may from time to
time be assigned to them by the Board of Directors or the Chief Executive
Officer.

         The Board of Directors may from time to time by resolution delegate to
any Assistant Treasurer or Assistant Treasurers any of the powers or duties
herein assigned to the Treasurer; and may similarly delegate to any Assistant
Secretary or Assistant Secretaries any of the powers or duties herein assigned
to the Secretary.

         Section 4.12     Giving of Bond by Officers.  All officers of the
Corporation, if required to do so by the Board of Directors, shall furnish
bonds to the Corporation for the faithful performance of their duties, in such
amounts and with such conditions and security as the Board shall require.

         Section 4.13     Voting Upon Stocks.  Unless otherwise ordered by the
Board of Directors, the Chief Executive Officer, the Chief Operating Officer,
the Chief Financial Officer, the President or any Vice President shall have
full power and authority on behalf of the Corporation to attend and to act and
to vote, or in the name of the Corporation to execute proxies to vote, at any
meetings of stockholders of any corporation in which the Corporation may hold
stock, and at any such meetings shall possess and may exercise, in person or by
proxy, any and all rights, powers and privileges incident to the ownership of
such stock.  The Board of Directors may from time to time, by resolution,
confer like powers upon any other person or persons.





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         Section 4.14     Compensation of Officers.  The officers of the
Corporation shall be entitled to receive such compensation for their services
as shall from time to time be determined by the Board of Directors.


                                   ARTICLE V

                                     STOCK

         Section 5.1      Certificates.  Every holder of stock shall be
entitled to have a certificate representing the number of shares owned by him
in the Corporation signed by or in the name of the Corporation by the Chief
Executive Officer, the President or a Vice President, and by the Treasurer or
the Secretary of the Corporation.  Any of or all the signatures 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
certification shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.

         Section 5.2      Lost, Stolen or Destroyed Stock Certificates;
Issuance of New Certificates.  The Corporation may issue a new certificate of
stock in the place of any certificate issued by it that is alleged to have been
lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of such
certification or the issuance of the new certificate.


                                   ARTICLE VI

                                 MISCELLANEOUS

         Section 6.1      Fiscal Year.  The fiscal year of the Corporation
shall be determined by resolution of the Board of Directors.

         Section 6.2      Waiver of Notice of Meeting of Stockholders,
Directors and Committees.  Any written waiver of notice, signed by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice.  Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person 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.  Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

         Section 6.3      Interested Directors; Quorum.  No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its





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directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely because the director or officer is present at
or participates in the meeting of the Board or committee thereof which
authorized the contract or transaction or solely because his or their votes are
counted for such purpose, if: (i) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to
the Board of Directors or the committee, and the Board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or (2) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (3) the contract or transaction is fair as to the Corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders.  Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

         Section 6.4      Form of Records.  All records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account, and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs, or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time.  The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

         Section 6.5      Amendment of bylaws.  These bylaws may be altered or
repealed, and new bylaws made, by the Board of Directors.  The stockholders may
make additional bylaws and may alter and repeal any bylaws whether adopted by
them or otherwise.


                                  ARTICLE VII

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 7.1      Right to Indemnification The Corporation hereby
indemnifies each officer and director of the Corporation (including the heirs,
executors, administrators, or estate of the officer or director) to the fullest
extent permitted or authorized by current or future legislation or by current
or future judicial or administrative decision (but, in the case of any future
legislation or decision, only to the extent that it permits the Corporation to
provide broader indemnification rights than permitted prior to the legislation
or decision), against all fines, liabilities, costs and expenses, including
attorneys' fees, asserted against the officer or director or incurred by him in
his capacity as a director or officer, or arising out of his status as a
director or officer.  The foregoing right of indemnification shall not be
exclusive of other rights to which those seeking indemnification may be
entitled.  The Corporation may maintain insurance, at its expense, to protect
itself and all officers and directors against fines, liabilities, costs and
expenses, whether or not the Corporation would have the legal power to
indemnify them directly against such liability.





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         Section 7.2      Advances.  Costs, charges and expenses (including
attorneys' fees) incurred by an officer or director in defending a civil or
criminal suit, action or proceeding shall be paid by the Corporation in advance
of the final disposition of the suit, action or proceeding, provided that the
officer or director shall provide an undertaking to repay all amounts advanced
if it is ultimately determined that the officer or director is not entitled to
be indemnified by the Corporation as authorized by this Article or as
authorized by current or future legislation (but, with respect to future
legislation, only to the extent that it provides conditions less burdensome
than those previously provided).

         Section 7.3      Savings Clause.  If this Article VII or any portion
of it is invalidated on any ground by a court of competent jurisdiction, the
Corporation nevertheless indemnifies each officer and director of the
Corporation to the fullest extent permitted by all portions of this Article VII
that have not been invalidated and to the fullest extent permitted by law.

                
                                                /s/ James A. Tramonte
                                                -------------------------
                                                Secretary

                                             
                                             








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