<TABLE>
<CAPTION>
                                     EXHIBIT 3.3

                                 AMENDED AND RESTATED

                                        BYLAWS

                                          OF

                              HIENERGY TECHNOLOGIES, INC.

                                   TABLE OF CONTENTS
                                   -------- --------


                                                                                  PAGE
                                                                                  ----
<S>                                                                               <C>

ARTICLE 1 - MEETING OF STOCKHOLDERS

     Section  1.     Time  and  Place  of  Meetings. . . . . . . . . . . . . . .     1
     Section  2.     Annual  Meeting . . . . . . . . . . . . . . . . . . . . . .     1
     Section  3.     Special  Meetings . . . . . . . . . . . . . . . . . . . . .     1
     Section  4.     Notice  of  Meetings. . . . . . . . . . . . . . . . . . . .     1
     Section  5.     Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . .     1
     Section  6.     Voting. . . . . . . . . . . . . . . . . . . . . . . . . . .     2

                             ARTICLE II - DIRECTORS

     Section  1.     Powers. . . . . . . . . . . . . . . . . . . . . . . . . . .     2
     Section  2.     Number  and  Term  of  Office . . . . . . . . . . . . . . .     2
     Section  3.     Vacancies  and  New  Directorships. . . . . . . . . . . . .     2
     Section  4.     Regular  Meetings . . . . . . . . . . . . . . . . . . . . .     3
     Section  5.     Special  Meetings . . . . . . . . . . . . . . . . . . . . .     3
     Section  6.     Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . .     3
     Section  7.     Written  Action . . . . . . . . . . . . . . . . . . . . . .     3
     Section  8.     Participation  in  Meetings  by  Conference Telephone . . .     3
     Section  9.     Committees. . . . . . . . . . . . . . . . . . . . . . . . .     3
     Section  10.    Compensation. . . . . . . . . . . . . . . . . . . . . . . .     4
     Section  11.    Rules . . . . . . . . . . . . . . . . . . . . . . . . . . .     4

                              ARTICLE III - NOTICES

     Section  1.     Generally . . . . . . . . . . . . . . . . . . . . . . . . .     4
     Section  2.     Waivers . . . . . . . . . . . . . . . . . . . . . . . . . .     4

                              ARTICLE IV - OFFICERS

     Section  1.     Generally . . . . . . . . . . . . . . . . . . . . . . . . .     5
     Section  2.     Compensation. . . . . . . . . . . . . . . . . . . . . . . .     5
     Section  3.     Succession. . . . . . . . . . . . . . . . . . . . . . . . .     5
     Section  4.     Authority  and  Duties. . . . . . . . . . . . . . . . . . .     5


                                        i
<PAGE>
     Section  5.     Chairman. . . . . . . . . . . . . . . . . . . . . . . . . .     5
     Section  6.     President . . . . . . . . . . . . . . . . . . . . . . . . .     5
     Section  7.     Execution of Documents and Action with Respect to
                     Securities of Other Corporations. . . . . . . . . . . . . .     5

                          ARTICLE V - INDEMNIFICATION

     Section  1.     Right  to  Indemnification. . . . . . . . . . . . . . . . .     6
     Section  2.     Right  of  Indemnitee  to  Bring  Suit. . . . . . . . . . .     7
     Section  3.     Non-Exclusivity  of  Rights . . . . . . . . . . . . . . . .     7
     Section  4.     Insurance . . . . . . . . . . . . . . . . . . . . . . . . .     7
     Section  5.     Indemnification  of  Agents  of  the  Corporation . . . . .     8
     Section  6.     Indemnification  Contracts. . . . . . . . . . . . . . . . .     8
     Section  7.     Effect  of  Amendment . . . . . . . . . . . . . . . . . . .     8

                               ARTICLE VI - STOCK

     Section  1.     Certificates. . . . . . . . . . . . . . . . . . . . . . . .     8
     Section  2.     Transfer. . . . . . . . . . . . . . . . . . . . . . . . . .     8
     Section  3.     Lost,  Stolen  or  Destroyed  Certificates. . . . . . . . .     8
     Section  4.     Record  Date. . . . . . . . . . . . . . . . . . . . . . . .     9

                        ARTICLE VII - GENERAL PROVISIONS

     Section  1.     Fiscal  Year. . . . . . . . . . . . . . . . . . . . . . . .    10
     Section  2.     Corporate  Seal . . . . . . . . . . . . . . . . . . . . . .    10
     Section  3.     Reliance  upon  Books,  Reports  and  Records . . . . . . .    10
     Section  4.     Time  Periods . . . . . . . . . . . . . . . . . . . . . . .    10
     Section  5.     Dividends . . . . . . . . . . . . . . . . . . . . . . . . .    10

                            ARTICLE VIII - AMENDMENTS

     Section  1.     Amendments. . . . . . . . . . . . . . . . . . . . . . . . .    10
</TABLE>


                                       ii
<PAGE>
                                    ARTICLE I


                             MEETING OF STOCKHOLDERS


     Section  1.     Time  and  Place  of  Meetings.     All  meetings  of  the
                     ------------------------------
stockholders  for  the  election  of directors or for any other purpose shall be
held  at such time and place, within or without the State of Delaware, as may be
designated  by the Chairman of the Board, in the absence of a designation by the
Board  of  Directors,  and stated in the notice of meeting or in a duly executed
waiver  of  notices  thereof.

     Section  2.     Annual  Meeting.     An  annual meeting of the stockholders
                     ---------------
commencing  with the year 1996 shall be held on the last working day of February
if  not  a  legal holiday, and if a legal holiday, then on the next business day
following,, or at such other date and time as be designated from time to time by
the  Board  of  Directors,  at  which  meeting the stockholders shall elect by a
plurality  vote  the  directors  to  succeed  those whose terms expire and shall
transact  such  other business as may be properly be brought before the meeting.

     Section 3.      Special Meetings.     Special meetings of the stockholders,
                     ----------------
for  any  purpose  or  Purposes,  unless  otherwise  prescribed  by  law  or  by
Certificates  of  Incorporation,  may be called by the Board of Directors or the
Chairman.

     Section  4.     Notice  of Meetings.     Written notice of every meeting of
                     -------------------
the  stockholders,  setting  the place, date and hour of the meeting and, in the
case  of  special  meeting  is called, 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,  except  as otherwise provided herein or by law. When a
meeting  is adjourned to another place, date or time, written notice need not be
given of the adjourned meeting if the place, date and time thereof are announced
at the meeting at which the adjournment is taken; provided, however, that if the
adjournment  is  for  more  than  thirty days, or if after the adjournment a new
record  date  is  fixed  for the adjourned meeting, written notice of the place,
date and time of the adjourned meeting shall be given in conformity herewith. At
any  adjourned  meeting,  any  business  may be transacted which might have been
transacted  at  the  original  meeting.

     Section  5.     Quorum.     The  holders  of a majority of the stock issued
                     ------
and  outstanding  and entitled to vote thereat, present in person or represented
by  proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction  of  business  except  as  otherwise  provided  by  law  or  by  the
Certificate  of  Incorporation. If, however, such quorum shall not be present or
represented  at  any  meeting  of the stockholders, the stockholders entitled to
vote  thereat,  present  in  person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the  meeting,  until  a  quorum  shall  be  present  or  represented.


                                        1
<PAGE>
     Section  6.  Voting.  Except  as  otherwise  provided  by  law  or  by  the
                  ------
Certificate  of  Incorporation,  each  stockholder  shall  be  entitled at every
meeting  of  the  stockholders to one vote for each share of stock having voting
power  standing  in the name of such stockholder on the books of the Corporation
on  the  record date for the meeting and such votes may be cast either in person
or  by  written  proxy.  Every  proxy  must  be duly executed and filed with the
Secretary  of  the  Corporation. A stockholder may revoke any proxy which is not
irrevocable  by  attending  the  meeting  and  voting  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. The vote upon any question
brought  before  a  meeting of the stockholders may be by voice vote, 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.  Eve7  vote  taken  by written ballot shall be counted by one or more
inspectors  of  election  appointed  by the Board of Directors. When a quorum is
present at any meeting, the vote of the holders of a majority of the stock which
has  voting  power  present  in  person or represented by proxy shall decide any
question  properly  brought before such meeting, unless the question is one upon
which  by  express  provision  of law, the Certificate of Incorporation or these
bylaws, a different vote is required, in which case such express provision shall
govern  and  control  the  decision  of  such  question.

                                   ARTICLE II

                                    DIRECTORS

     Section  1.  Powers.  The  business and affairs of the Corporation shall be
                  ------
managed  by or under the direction of its Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not  by  law  or  by the Certificate of Incorporation directed or required to be
exercised  or  done  by  the  stockholders.

     Section  2.  Number  and  Term  of Office. The number of directors shall be
                  ----------------------------
fixed  by  resolution  of  the  Board of Directors of by the stockholders at the
annual  meeting  or  a  special  meeting.  The directors shall be elected at the
annual  meeting  of  the  stockholders,  except as provided in Section 3 of this
Article,  and  each  director  elected  shall hold office until his successor is
elected and qualified, except as required by law. Any director may be removed by
a  vote  of  shareholders  then  at  any  meeting  at which a quorum is present.

     Section  3.  Vacancies  and  New Directorships. Vacancies and newly created
                  ---------------------------------
directorships  resulting from any increase in the authorized number of directors
which  occur  between  annual  meetings  of  the stockholders may be filled by a
majority  of  the  directors  then in office, though less than a quorum, or by a
sole  remaining  director,  and the directors so elected shall hold office until
the  next  annual  meeting  of  the  stockholders and until their successors are
elected  and  qualified,  except  as  required  by  law.


                                        2
<PAGE>
     Section 4. Regular Meetings. Regular meetings of the Board of Directors may
                ------- --------
be  held without notice immediately after the annual meeting of the stockholders
and at such time and place as shall from time to time be determined by the Board
of  Directors  or  the  Chairman.

     Section 5. Special Meetings. Special meetings of the Board of Directors may
                ----------------
be  called  by  the  Chairman  of  the Board on one day's written notice to each
director  by  whom such notice is not waived, given either personally or by mail
or  telegram,  and  shall  be  called by the Chairman in like manner and on like
notice  on  the  written  request  of  any  two  directors.

     Section  6.  Quorum.  At all meetings of the Board of Directors, a majority
                  ------
of  the  total  number of directors then in office shall constitute a quorum for
the  transaction of business, and the act of a majority of the directors present
at  any  meeting  at  which  there  is a quorum shall be the act of the Board of
Directors.  If  a  quorum  shall  not  be present at any meeting of the Board of
Directors,  the  directors  present thereat may adjourn the meeting from time to
time  to  another place, time or date, without notice other than announcement at
the  meeting,  until  a  quorum  shall  be  present.

     Section  7. Written Action. 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 committee, as the case may be,
consent  thereto  in  writing,  and  the  writing or writings are filed with the
minutes  or  proceedings  of  the  Board  or  Committee.

     Section  8.  Participation  in Meetings by Conference Telephone. Members of
                  --------------------------------------------------
the  Board  of Directors, or any committee designated by the Board of Directors,
may  participate  in a meeting of the Board of Directors, or any such committee,
by means of conference telephone or similar communications equipment by means of
which  all  persons  participating  in the meeting can hear each other, and such
participation  in  a meeting shall constitute presence in person at the meeting.

     Section 9. 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 and each to have
such  lawfully  delegable  powers  and duties as the Board may confer. Each such
committee  shall  serve at the pleasure of the Board of Directors. 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.
Except  as otherwise provided by law, 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


                                        3
<PAGE>
affixed  to  all  papers  which  may  require it. Any committee or committees so
designated  by the Board shall have such name or names as may be determined from
time  to  time by resolution adopted by the Board of Directors. Unless otherwise
prescribed by the Board of Directors, a majority of the members of the committee
shall  constitute  a  quorum  for  the transaction of business, and the act of a
majority of the members present at a meeting at which there is a quorum shall be
the  act  of  such  committee.  Each committee shall prescribe its own rules for
calling  and  holding meetings and its method of procedure, subject to any rules
prescribed  by  the  Board  of Directors, and shall keep a written record of all
actions  taken  by  it.

     Section  10.  Compensation.  The  Board  of  Directors  may  establish such
                   ------------
compensation for, and reimbursement of the expenses of, directors for attendance
at  meetings  of  the Board of Directors or committees, or for other services by
directors  to  the  Corporation,  as  the  Board  of  Directors  may  determine.

     Section  11. Rules. The Board of Directors may adopt such special rules and
                  -----
regulations  for the conduct of their meetings and the management of the affairs
of  the  Corporation as they may deem proper, not inconsistent with law or these
bylaws.

                                   ARTICLE III

                                     NOTICES

     Section  1.  Generally.  Whenever  by  law  or  under the provisions of the
                  ---------
Certificate  of Incorporation or these bylaws, notice is required to be given to
any  director or stockholder, it shall not be construed to mean personal notice,
but  such notice may be given in writing, by mail, addressed to such director or
stockholder,  at  his  address  as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time  when  the  same  shall  be  deposited in the United stated mail. Notice to
directors  may  also  be  given  by  telegram  or  telephone.

     Section  2.  Waivers  Whenever any notice is required to be given by law or
                  -------
under  the  provisions  of  the  Certificate of Incorporation or these bylaws, a
waiver  thereof  in  writing,  signed  by the person or persons entitled to such
notice,  whether before or after the time of the event for which notice is to be
give,  shall  be  deemed  equivalent to such notice. Attendance of a person at a
meeting  shall  constitute  a  waiver  of  notice  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.


                                        4
<PAGE>
                                   ARTICLE IV

                                    OFFICERS

     Section  1.  Generally. The officers of the Corporation shall be elected by
                  ---------
the Board of Directors and shall consist of a Chairman and a person with duty to
record  proceedings  of the meetings of the stockholders and directors in a book
to be kept for that purpose and any other officers deemed necessary or desirable
by  the Board of Directors, such officers to have the powers customary for their
respective  positions  or  as  otherwise  provided  herein  or  by  the Board of
Directors.

     Section 2. Compensation. The compensation of all officers and agents of the
                ------------
Corporation  who  are  also  directors  of the Corporation shall be fixed by the
Board  of  Directors.  The  Board of Directors may delegate the power to fix the
compensation  of  other  officers and agents of the Corporation to an officer of
the  corporation.

     Section  3.  Succession  The  officers of the Corporation shall hold office
                  ----------
until  their  successors  are  elected  and  qualified.  Any  officer elected or
appointed  by  the  Board  of  Directors  may  be  removed  at  any  time by the
affirmative  vote  of  a majority of the directors or by a vote of shareholders.
Any  vacancy  occurring  in  any  office of the Corporation may be filled by the
Board  of  Directors  or  by  a  vote  of  shareholders.

     Section  4.  Authority  and Duties. Each of the officers of the Corporation
                  ---------------------
shall  have  such  authority  and  shall  perform such duties as are customarily
incident  to  their respective offices, or as may be specified from time to time
by  the  Board of Directors in a resolution which is not inconsistent with these
bylaws.

     Section  5.  Chairman.   The  Chairman shall preside at all meetings of the
                  ---------
stockholders  and  of  the Board of Directors. The Chairman shall be responsible
for  the  active  management  and  direction  of the business and affairs of the
Corporation.  The  Chairman  may  delegate  to any qualified person authority to
chair  any  meeting  of  the  stockholders, either on a temporary or a permanent
basis.

     Section  6.  President.  The President if any, shall be responsible for the
                  ---------
operations  of  the  Corporation  and  he  shall  have  such  other  duties  and
responsibilities  as  assigned  by  the  Board  of  Directors.

     Section  7. Execution of Documents and Action with Respect to Securities of
                 --------- -----------------------------------------------------
Other  Corporations. The Chairman shall have and is hereby given, full power and
-------------------
authority,  except  as  otherwise  required  by  law or directed by the Board of
Directors,  (a)  to  execute,  on behalf of the Corporation, all duly authorized
contracts,  agreements,  deeds,  conveyances  or  other  obligations  of  the


                                        5
<PAGE>
Corporation, applications, consents, proxies and other powers of attorney, stock
certificates, and other documents and instruments, and (b) to vote and otherwise
act  on  behalf  of  the  Corporation,  in person or by proxy, at any meeting of
stockholders  (or  with respect to any action of such stockholders) of any other
corporation  in  which  the  Corporation  may  hold  securities and otherwise to
exercise  any  and  all  rights  and powers which the Corporation may possess by
reason  of  its  ownership of securities of such other corporation. The Chairman
may  delegate  in  writing  to  other  officers,  employees  and  agents  of the
Corporation  the  power  and  authority to take any action which the Chairman is
authorized  to  take under this Section 7, with such limitations as the Chairman
may  specify;  such  authority  so  delegated  by  the  Chairman  shall  not  be
redelegated  by  the person to whom such execution authority has been delegated.



                                    ARTICLE V


                                 INDEMNIFICATION


     Section 1. Right to Indemnification. Each person who was or is made a party
                ------------------------
or  is  threatened to be made a party to or is otherwise involved in any action,
suit  or  proceeding,  whether civil, criminal, administrative, or investigative
(hereinafter  a  "proceeding"), by reason of the fact that he or she is or was a
director  or  officer  of the corporation as a director, officer, or employee of
another  corporation  or  of  a  partnership,  joint  venture,  trust  or  other
enterprise,  including  service  with  respect  to  employee  benefit  plans
(hereinafter  an "indemnitee"), whether the basis of such proceedings is alleged
action  in  an  official  capacity  as a director, officer or employee or in any
other  capacity  while  serving  as  a  director, officer, or employee, shall be
indemnified  and  held  harmless  by  the  corporation  to  the  fullest  extent
authorized  by  the  Delaware General Corporation Law, as the same exists or may
hereafter  be  amended  (but, in the case of any such amendment, only the extent
that  such  amendment permits the corporation to provide broader indemnification
rights  than  such  law  permitted  the  corporation  to  provide  prior to such
amendment),  against all expense, liability and loss (including attorneys' fees,
judgments, fines ERISA excise taxes or penalties and amounts paid in settlement)
reasonably  incurred  or suffered by such indemnitee in connection therewith and
such  indemnification  shall continue as to an indemnitee who has ceased to be a
director,  officer,  employee  or  agent  and  shall inure to the benefit of the
indemnitee's  heirs,  executors  and  administrators;  provided,  however, that,
except as provided in Section 2 of this Article V with respect to proceedings to
enforce  rights  to  indemnification,  the  corporation shall indemnify and such
indemnitee  in  connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the Board
of  Directors of the corporation. The right to indemnification conferred in this
Section  shall be a contract right and shall include the right to be paid by the
corporation the expenses incurred in defending any such proceeding in advance of
its  final  disposition  (hereinafter  an  "advancement of expenses"); provided,
however,  that, if the Delaware General Corporation Law requires, an advancement
of  expenses  incurred  by an indemnitee in his or her capacity as a director or
officer  (and  not  in any other capacity in which service was or is rendered by
such  indemnitee,  including  without limitation, service to an employee benefit
plan)  shall be made only upon delivery to the corporation of an undertaking, by
or  on


                                        6
<PAGE>
behalf  of  such  indemnitee,  to  repay  all  amounts  so  advanced if it shall
ultimately  be  determined  by  final  judicial  decision from which there is no
further  right  to appeal that such indemnitee is not entitled to be indemnified
for  such  expenses  under  this  Article  V  or  otherwise  (hereinafter  an
"undertaking").

     Section 2. Right of Indemnitee to Bring Suit. If a claim under Section 1 of
                ---------------------------------
this  Article  V  is  not paid in full by the corporation within sixty (60) days
after  a  written claim has been received by the corporation, except in the case
of  a  claim for an advancement of expenses, in which case the applicable period
shall  be twenty (20) days, the indemnitee may at any time thereafter bring suit
against the corporation to recover the unpaid amount of the claim. If successful
in  whole or part in any such or in a suit brought by the corporation to recover
an  advancement  of  expenses  pursuant  of  the  terms  of  an undertaking, the
indemnitee  shall  be  entitled  to  be  paid also the expense of prosecuting or
defending  such  suit.  In  (i)  any suit brought by the indemnitee to enforce a
right  to indemnification hereunder (but not in a suit brought by the indemnitee
to  enforce  a  right to an advancement of expenses) it shall be a defense that,
and  (ii)  any  suit  by  the  corporation to recover an advancement of expenses
pursuant  to  the  terms  of an undertaking the corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
the applicable standard of conduct set forth in the Delaware General Corporation
Law.  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 suit that indemnification of the indemnitee is
proper  in  the  circumstances  because  the  indemnitee  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 indemnitee has not met
such  applicable  standard  of  conduct,  shall  create  a  presumption that the
indemnitee  has  not  met  the applicable standard of conduct or, in the case of
such  a  suit  brought  by  indemnitee,  be  a defense to such suit. In any suit
brought by the indemnitee to enforce a right hereunder, or by the corporation to
recover  an advancement of expenses pursuant to the terms of an undertaking, the
burden  of  proving that the indemnities is not entitled to be indemnified or to
such  advancement  of expenses under this Article V or otherwise shall be on the
corporation.

     Section  3. Non-Exclusivity of Rights. The rights of indemnification and to
                 --------------- -- ------
the  advancement  of expenses conferred in this Article V shall not be exclusive
of  any  other  right  which  any person may have or hereafter acquire under any
statute,  provision  of the Certificate of Incorporation, bylaw, agreement, vote
of  stockholders  or  disinterested  directors  or  otherwise.

     Section  4.  Insurance.  The  corporation  may  maintain  insurance, at its
                  ---------
expense,  to  protect itself and any director, officer, employee or agent of the
corporation  or  another corporation, partnership, joint venture, trust or other
enterprise  against  any  expense,  liability  or  loss,  whether  or  not  the
corporation  would have the power to indemnify such person against such expense,
liability  or  loss  under  Delaware  General  Corporation  Law.


                                        7
<PAGE>
     Section  5.  Indemnification  of Agents of the Corporation. The corporation
                  ---------------------------------------------
may, to the extent authorized from time to time by the Board of Directors, grant
rights  to  indemnification  and to the advancement of expenses, to any agent of
the  corporation  to the fullest extent of the provisions of this Article V with
respect  to  the  indemnification  and  advancement  of  expenses  of directors,
officers,  and  employees  of  the  corporation.

     Section  6. Indemnification Contracts. The Board of Directors is authorized
                 -------------------------
to  enter  into  a contract with any director, officer, employee or agent of the
corporation,  or  any  person  serving  at  the  request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust or other enterprise, including employee benefit plans, providing
for  indemnification  rights  equivalent  to  or,  if  the Board of Directors so
determinates,  greater  than,  those  provided  for  in  this  Article  V.

     Section  7. Effect of Amendment .  Any amendment, repeal or modification of
                 -------------------
any  provision  of  this  Article  V by the stockholders or the directors of the
corporation  shall not adversely affect any right or protection of a director or
officer  of  the  corporation  existing at the time of such amendment, repeal or
modification.


                                   ARTICLE VI


                                      STOCK


     Section  1.  Certificates. Certificates representing shares of stock of the
                  ------------
Corporation  shall  be  in  such  form  as  shall  be determined by the Board of
Directors,  subject to applicable legal requirements. Such certificates shall be
numbered  and  their issuance recorded in the books of the Corporation, and such
certificate  shall  exhibit the holder's name and the number of shares and shall
be  signed  by,  or  in  the  name  of  the  Corporation by the President or the
Chairman,  and  the  Secretary or an Assistant Secretary or the Treasurer or and
Assistant  Treasurer  of  the  Corporation. Any or all of the signatures and the
seal  of  the  Corporation,  if  any,  upon such certificates may be facsimiles,
engraved  or  printed.

     Section  2.  Transfer.  Upon  surrender  to the Corporation or the transfer
                  --------
agent  of  the  Corporation  of  a  certificate  for  shares  duly  endorsed  or
accompanied  by  proper  evidence  of  succession,  assignment  or  authority to
transfer,  it  shall  be  the  duty of the Corporation to issue, or to cause its
transfer  agent  to  issue,  a  new  certificate to the person entitled thereto,
cancel  the  old  certificate  and  record  the  transaction  upon  its  books.

     Section 3. Lost. Stolen or Destroyed Certificates. The Secretary may direct
                --------------------------------------
a  new  certificate  to  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, satisfactory to the
Secretary, by the person claiming the certificate of stock to be lost, stolen or
destroyed.  As  a  condition  precedent  to the issuance of a new certificate or


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certificates  the  Secretary  may  require  the  owner  of  such lost, stolen or
destroyed certificate or certificates to give the corporation a bond in such sum
and  with  such  surety  or  sureties  as  the Secretary may direct as indemnity
against  any claims that may be made against the Corporation with respect to the
certificate  alleged  to have been lost, stolen, or destroyed or the issuance of
the  new  certificate.

     Section 4. Record Date. (a) In order that the Corporation may determine the
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stockholders  entitled to notice of or to vote at any meeting of stockholders or
any  adjournment  thereof,  the  Board of Directors may fix 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 nor less than ten days before the date of such meeting.
if no record 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  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 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,  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  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  Corporations 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 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 days prior to such
action.  If no record 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.


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                                   ARTICLE VII

                               GENERAL PROVISIONS


     Section  1.  Fiscal Year. The fiscal year of the Corporation shall be fixed
                  -----------
from  time  to  time  by  the  Board  of  Directors.

     Section  2.  Corporate  Seal   The Board of Directors may adopt a corporate
                  ---------------
seal  and  use  the same by causing it or a facsimile thereof to be impressed or
affixed  or  reproduced  or  otherwise.

     Section  3.  Reliance  upon Books, Reports and Records. Each director, each
                  -----------------------------------------
member  of a committee designated by the Board of Directors, and each officer of
the  Corporation  shall,  in  the  performance  of  his  or her duties, be fully
protected  in relying in good faith upon the records of the Corporation and upon
such  information,  opinions, reports or statements presented to the Corporation
by any of the Corporation's officers or employees, or committees of the Board of
Directors,  or  by any other person as to matters the director, committee member
or  officer  believes  are  within  such  other  person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Corporation.

     Section  4.  Time  Periods. In applying any provision of these bylaws which
                  -------------
requires  that an act be done or not be done a specified number of days prior to
an  event  or  that an act be done during a period of a specified number of days
prior to an event, calendar days shall be used, the date of the doing of the act
shall  be  excluded  and  the  day  of  the  event  shall  be  included.

     Section 5. Dividends   The Board of Directors may from time to time declare
                ---------
and  the  Corporation  may pay dividends upon its outstanding shares of  capital
stock,  in  the manner and upon the terms and conditions provided by law and the
Certificate  of  Incorporation.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1. Amendments. These bylaws may be altered, amended or repealed, or
                ----------
new  bylaws  may  be  adopted, by the stockholders or by the Board of Directors.


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