Exhibit 3.2

                                     BY-LAWS

                                       OF

                            CNA FINANCIAL CORPORATION

                       (As Amended Effective May 6, 1998)



ARTICLE I. OFFICES.

SECTION 1. The registered  office shall be in the City of Wilmington,  County of
New Castle, State of Delaware.

SECTION 2. The  Corporation  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.


ARTICLE II.  MEETINGS OF STOCKHOLDERS.

SECTION 1. Meetings of stockholders for any purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

SECTION 2. Annual meetings of stockholders, commencing with the year 1970, shall
be held on the first  Wednesday  in May if not a legal  holiday,  and if a legal
holiday,  then on the next  business day  following,  at 10:00 a.m.,  or at such
other  date and time as shall be  designated  from  time to time by the Board of
Directors and stated in the notice of the meeting,  at which they shall elect by
a plurality  vote a Board of Directors,  and transact such other business as may
properly be brought  before the meeting.  Elections of Directors  need not be by
ballot.

SECTION 3. Written notice of the annual meeting stating the place, date and hour
of the  meeting  shall  be given to each  stockholder  entitled  to vote at such
meeting  not less  than ten nor more  than  fifty  days  before  the date of the
meeting.

SECTION 4. The  officer  who has charge of the stock  ledger of the  Corporation
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 opened
to the examination of any  stockholder,  for the 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.

SECTION 5. Special  meetings of the  stockholders,  for any purpose or purposes,
unless otherwise  prescribed by statute or by the Certificate of  Incorporation,
may be called by the Chief Executive Officer or President and shall be called by
the  President or Secretary at the request in writing of a majority of the Board
of Directors,  or at the request in writing of stockholders owning not less than
one-fifth  of all shares  issued and  outstanding  and  entitled  to vote on any
proposal to be submitted to said  meeting.  Such request shall state the purpose
or purposes of the proposed meeting.

SECTION 6. Written notice of a special meeting stating the place,  date and hour
of the  meeting  and the  purpose or  purposes  for which the meeting is called,
shall be given not less than ten nor more than fifty days before the date of the
meeting, to each stockholder entitled to vote at such meeting.

SECTION 7. Business  transacted at any special meeting of stockholders  shall be
limited to the purposes stated in the notice.

SECTION 8. 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  statute 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.  At such  adjourned
meeting at which a quorum  shall be present or  represented  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  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.

<PAGE>

SECTION 9. When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having  voting power present in person or  represented  by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express  provision of the statutes or of the Certificate of
Incorporation,  a  different  vote is  required,  in  which  case  such  express
provision shall govern and control the decision of such question.

SECTION 10.  Each  stockholder  shall at every  meeting of the  stockholders  be
entitled to one vote in person or by proxy for each share of the  capital  stock
having  voting  power held by such  stockholder,  but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

SECTION 11.  Whenever the vote of  stockholders at a meeting thereof is required
or permitted to be taken for or in connection with any corporate  action, by any
provision of the statutes, the meeting and vote of stockholders may be dispensed
with if all of the  stockholders  who would have been  entitled to vote upon the
action if such  meeting  were held shall  consent  in writing to such  corporate
action being taken; or if the Certificate of Incorporation authorizes the action
to be taken  with the  written  consent  of the  holders of less than all of the
stock who would have been  entitled  to vote upon the  action if a meeting  were
held, then on the written consent of the stockholders  having not less than such
percentage of the total number of votes as may be authorized in the  Certificate
of  Incorporation;  provided that in no case shall the written consent be by the
holders of stock having less than the minimum  percentage of the total  required
by statute for the proposed  corporate  action,  and provided that prompt notice
must be given to all  stockholders  of the taking of corporate  action without a
meeting and by less than unanimous written consent.


ARTICLE III.  DIRECTORS.

SECTION 1. The number of Directors which shall  constitute the whole Board shall
be twelve.  Except as provided in Section 2 of this Article, the Directors shall
be elected at the annual  meeting of the  stockholders,  and each Director shall
hold office until his successor is elected and qualified.  Directors need not be
stockholders.

SECTION 2. The office of a Director shall become vacant if he dies or resigns by
a  writing  signed by him and  delivered  to the  Corporation,  and the Board of
Directors  may  declare  vacant the office of a Director  if he be  declared  of
unsound  mind by an order of Court or  convicted  of a felony,  or for any other
proper  cause,  of if,  within  sixty days  after  notice of his  election  as a
Director,  he does not accept  such office  either in writing or by  attending a
meeting of the Board of Directors.

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,  though less than a quorum, or by a sole remaining Director,  and the
Directors so chosen  shall hold office until the next annual  election and until
their successors are duly elected and shall qualify, unless sooner displaced. If
there are no Directors in office,  then an election of Directors  may be held in
the manner  provided  by  statute.  If, at the time of filing any vacancy or any
newly created  directorship,  the Directors then in office shall constitute less
than a majority of the whole Board (as constituted immediately prior to any such
increase),  the Court of Chancery may, upon  application  of any  stockholder or
stockholders  holding at least ten percent of the total  number of the shares at
the time  outstanding  having  the right to vote for such  Directors,  summarily
order  an  election  to be held to fill  any such  vacancies  or  newly  created
directorships,  or to replace  the  Directors  chosen by the  Directors  then in
office.

SECTION  3. The  business  of the  Corporation  shall be managed by 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  statute  or by  the  Certificate  of
Incorporation  or by these By-Laws  directed or required to be exercised or done
by the stockholders.

<PAGE>

                       MEETINGS OF THE BOARD OF  DIRECTORS

SECTION 4. The Board of Directors of the  Corporation  may hold  meetings,  both
regular  and  special,  either  within or  without  the State of  Delaware.  The
Directors  may  designate a Director as the Chairman of the Board of  Directors.
The  Chairman  of  the  Board  of  Directors  shall  not  be an  officer  of the
Corporation.

SECTION 5. The first meeting of each newly  elected Board of Directors  shall be
held at such time and place as shall be fixed by the vote of the stockholders at
the annual meeting and no notice of such meeting shall be necessary to the newly
elected Directors in order legally to constitute the meeting,  provided a quorum
shall be  present.  In the event of the failure of the  stockholders  to fix the
time or place of such first meeting of the newly elected Board of Directors,  or
in the  event  such  meeting  is not held at the time and  place so fixed by the
stockholders,  the  meeting  may be held at such  time  and  place  as  shall be
specified in a notice given as hereinafter  provided for special meetings of the
Board of Directors,  or as shall be specified in a written  waiver signed by all
of the Directors.

SECTION 6. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as shall from time to time be  determined  by the
Board.

SECTION 7. Special meetings of the Board of Directors may be called by the Chief
Executive Officer, the President or the Secretary,  and shall be called upon the
written  request of any two or more  Directors.  Notice of the time and place of
such  meetings  shall be served upon or  telephoned to each Director at least 24
hours,  or mailed  (postage  prepaid) or telegraphed  (charges  prepaid) to each
Director  at his  address as shown on the books of the  Corporation  at least 48
hours,  prior  to the time of the  meeting,  and if such  notice  is  mailed  or
telegraphed as above provided,  the notice shall be deemed to have been given at
the time it is deposited in the United States mail or with the telegraph  office
for transmission, as the case may be.

SECTION 8. At all  meetings of the Board six (6)  Directors  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,  except as may be  otherwise  specifically  provided by
statute or by the Certificate of Incorporation. 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, without notice other than announcement at
the meeting, until a quorum shall be present.

SECTION 9. Unless  otherwise  restricted by the Certificate of  Incorporation or
these  By-Laws,  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 of
proceedings of the Board or committee.

                             COMMITTEES OF DIRECTORS

SECTION 10. 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
two 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.  Any such committee,  to
the extent provided in the resolution, shall have and may exercise the powers 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;  provided,  however,  that  in the  absence  or
disqualification  of any member of such committee or  committees,  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. Such committee or committees shall have such name or names
as may be  determined  from time to time by  resolution  adopted by the Board of
Directors.

Unless otherwise  provided by the Board of Directors,  a majority of the members
of any  committee  appointed by the Board of Directors  pursuant to this Section
shall  constitute  a quorum at any meeting  thereof and the act of a majority of
the members  present at a meeting at which a quorum is present  shall be the act
of such committee.  Any such committee shall, subject to any rules prescribed by
the Board of Directors,  prescribe  its own rules for calling,  giving notice of
and holding meetings and its method of procedure at such meetings and shall keep
a written record of all action taken by it.

SECTION 11. Each committee shall keep regular minutes of its meetings and report
the same to the Board of Directors when required.

SECTION 12. In the  absence or  disqualification  of one or more  members of any
Committee,  the member or members  present at any meeting  and not  disqualified
from  voting,  whether or not such member or members  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 or members.

                            COMPENSATION OF DIRECTORS

SECTION 13. The Directors may be paid their  expenses,  if any, of attendance at
each  meeting  of the  Board  of  Directors  and  may be  paid a  fixed  sum for
attendance  at each  meeting  of the  Board  of  Directors  or a  stated  fee as
Director.  No  such  payment  shall  preclude  any  Director  from  serving  the
Corporation in any other capacity and receiving compensation  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

<PAGE>
ARTICLE IV.  NOTICE.

SECTION 1. Whenever,  under the provisions of the statutes or of the Certificate
of  Incorporation  or of these  By-Laws,  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  States  mail.  Notice to
Directors may also be given by telegram or telephone.

SECTION 2.  Whenever any notice is required to be given under the  provisions of
the statutes or of the  Certificate  of  Incorporation  or of these  By-Laws,  a
waiver  thereof in  writing,  signed by the person or persons  entitled  to said
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent thereto.


ARTICLE V.  OFFICERS.

SECTION  1. The  officers  of the  Corporation  shall be  chosen by the Board of
Directors and shall be a Chief Executive Officer,  Secretary and Chief Financial
Officer. The Board of Directors may also choose a President and one or more Vice
Presidents.  The  Board  of  Directors  may  designate  one or more of the  Vice
Presidents  as Senior Vice  President or Executive  Vice  President  and may use
descriptive  words or phrases to designate  the  standing,  seniority or area of
special competence of the Vice Presidents.  Any number of offices may be held by
the same  person,  unless the  Certificate  of  Incorporation  or these  By-Laws
otherwise provide.

SECTION 2. The Board of Directors at its first meeting after each annual meeting
of  stockholders  shall  choose a Chief  Executive  Officer,  a Chief  Financial
Officer and a Secretary.

SECTION 3. The Board of Directors may appoint such other  officers and agents as
it shall deem  necessary  who shall hold their  offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board.

SECTION  4. The  Board of  Directors  shall  fix the  compensation  of the Chief
Executive Officer and, unless otherwise established by the Board of Directors or
a committee  appointed by the Board of Directors,  the Chief  Executive  Officer
shall fix the compensation of any or all other officers of the Corporation.

SECTION 5. The  officers  of the  Corporation  shall  hold  office  until  their
successors are chosen and qualify. 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 Board of Directors.  Any vacancy  occurring in any office of the Corporation
shall be filled by the Board of Directors.

                             CHIEF EXECUTIVE OFFICER

SECTION 6. The Chief Executive  Officer shall be the chief executive  officer of
the  Corporation  and shall have general and active  control of its business and
affairs.  He shall preside at the meetings of the  stockholders and the Board of
Directors,  and may  exercise  any and all of the  powers  of a chief  executive
officer.  The Chief Executive Officer shall have such other powers and duties as
may be assigned to or vested in him from time to time by the Board of  Directors
or by the Executive Committee.

SECTION 7. The Chief  Executive  Officer may execute bonds,  mortgages and other
contracts  requiring a seal,  under the seal of the  Corporation,  except  where
required or  permitted  by law to be  otherwise  signed and  executed and except
where the signing and  execution  thereof  shall be  expressly  delegated by the
Board of Directors to some other officer or agent of the Corporation.



                                  THE PRESIDENT

SECTION 8. The President, if one shall be chosen, shall have general supervision
and direction of all other officers of the Corporation, subject to the direction
of the Board of  Directors,  and shall carry into effect the orders of the Board
of  Directors  and  Chief  Executive  Officer  of the  Board of  Directors.  The
President  shall also have such other duties and powers as may be assigned to or
vested in him from time to time by the Board of  Directors  or by the  Executive
Committee.

<PAGE>

                               THE VICE PRESIDENTS

SECTION 9. The Vice  Presidents  shall assist the Chief Executive  Officer,  and
shall  perform  such other  duties as may from time to time be  directed  by the
Board of Directors, the Chief Executive Officer or the President.

                      THE SECRETARY AND ASSISTANT SECRETARY

SECTION 10. The  Secretary  shall  attend all meetings of the Board of Directors
and all  meetings  of the  stockholders  and record all the  proceedings  of the
meetings of the  Corporation  and of the Board of Directors in a book to be kept
for that purpose and shall perform like duties for the standing  committees when
required.  He shall give,  or cause to be given,  notice of all  meetings of the
stockholders and special  meetings of the Board of Directors,  and shall perform
such other duties as may be  prescribed  by the Board of Directors or President,
under whose supervision he shall be. He shall have custody of the corporate seal
of the  Corporation and he, or an assistant  secretary,  shall have authority to
affix the same to any  instrument  requiring  it and when so  affixed  it may be
attested by his signature or by the signature of such assistant  secretary.  The
Board of Directors may give general  authority to any other officer to affix the
seal of the Corporation and to attest the affixing by his signature.

SECTION 11. The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors (or if there be no
such determination,  then in the order of their election), shall, in the absence
of the Secretary or in the event of his inability or refusal to act, perform the
duties and exercise  the powers of the  Secretary  and shall  perform such other
duties and have such  other  powers as the Board of  Directors  may from time to
time prescribe.

               THE CHIEF FINANCIAL OFFICER AND ASSISTANT TREASURER

SECTION 12. The Chief Financial  Officer shall have the custody of the corporate
funds and securities  and shall keep full and accurate  accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable  effects in the name and to the credit of the  Corporation in
such depositories as may be designated by the Board of Directors.

SECTION 13. He shall disburse the funds of the  Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors,  at its regular meetings, or
when the Board of Directors so requires,  an account of all his  transactions as
treasurer and of the financial condition of the Corporation.

SECTION 14. If required by the Board of Directors, he shall give the Corporation
a bond (which shall be renewed every six years) in such sum and with such surety
or sureties as shall be  satisfactory to the Board of Directors for the faithful
performance  of  the  duties  of his  office  and  for  the  restoration  to the
Corporation,  in case of his death,  resignation,  retirement  or  removal  from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

SECTION 15. The  Assistant  Treasurer,  or if there shall be more than one,  the
Assistant  Treasurers  in the order  determined by the Board of Directors (or if
there be no such determination,  then in the order of their election), shall, in
the absence of the Chief  Financial  Officer or in the event of his inability or
refusal to act,  perform the duties and exercise the powers of the Treasurer and
shall  perform  such other  duties  and have such  other  powers as the Board of
Directors may from time to time prescribe.


ARTICLE VI.  CERTIFICATES OF STOCK.

SECTION 1. Except as otherwise  provided in the  Certificate  of  Incorporation,
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  Chief
Executive  Officer,  the President or a Vice  President and the Chief  Financial
Officer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of
the  Corporation,   certifying  the  number  of  shares  owned  by  him  in  the
Corporation.

<PAGE>

SECTION 2. If the  Corporation  shall be authorized to issue more than one class
or more  than  one  series  of any  class,  the  designations,  preferences  and
relative, participating, optional or other special rights of each class of stock
or series thereof and the  qualifications,  limitations or  restrictions of such
preferences  and/or  rights shall be set forth in full or summarized on the face
or back of the certificate  which the Corporation  shall issue to represent such
class or series of stock, provided that, except as otherwise provided in Section
202 of the  General  Corporation  Law of  Delaware,  in  lieu  of the  foregoing
requirements,  there  may be set  forth on the  face or back of the  certificate
which the Corporation  shall issue to represent such class or series of stock, a
statement that the Corporation  will furnish without charge to each  stockholder
who so requests  the  designations,  preferences  and  relative,  participating,
optional or other  special  rights of each class of stock or series  thereof and
the  qualifications,  limitations or  restrictions  of such  preferences  and/or
rights.

SECTION 3. Where a certificate  is  countersigned  (1) by a transfer agent other
than the  Corporation  or its employees,  or, (2) by a registrar  other than the
Corporation or its employees,  the signatures of the officers of the Corporation
may be  facsimiles.  In case any  officer  who has  signed  or  whose  facsimile
signature  has been  placed  upon a  certificate  shall  have  ceased to be such
officer before such  certificate is issued,  it may be issued by the Corporation
with the same effect as if he were such officer at the date of issue.

                                LOST CERTIFICATES

SECTION 4. The Board of Directors may direct a new  certificate or  certificates
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 the fact by the person  claiming the  certificate of stock to
be lost,  stolen or destroyed.  When authorizing such issue of a new certificate
or  certificates,  the  Board  of  Directors  may,  in its  discretion  and as a
condition  precedent  to the issuance  thereof,  require 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  and/or  to give the
Corporation  a bond in such sum 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.

                                TRANSFER OF STOCK

SECTION  5. 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 cause to be issued a new  certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.

                               FIXING RECORD DATE

SECTION 6. 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 to express consent to corporate action in writing without a meeting,
or  entitled  to  receive  payment  of any  dividend  or other  distribution  or
allotment  of any rights,  or 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 shall
not be more than sixty nor less than ten days  before the date of such  meeting,
nor more  than  sixty  days  prior  to any  other  action.  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.


                             REGISTERED STOCKHOLDERS

SECTION 7. 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 to hold liable for calls and assessments a person
registered  on its  books as the  owner of  shares,  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.

<PAGE>

ARTICLE VII.  GENERAL PROVISIONS.

                                    DIVIDENDS

SECTION 1. 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,  or a duly constituted  Committee thereof, at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock,  subject to the provisions of the Certificate of
Incorporation.

SECTION 2.  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
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  Directors  shall  think  conducive  to  the  interest  of  the
Corporation,  and the  Directors  may modify or abolish any such  reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

SECTION 3. The Board of Directors shall present at each annual  meeting,  and at
any  special  meeting  of  the  stockholders  when  called  for by  vote  of the
stockholders,  a full and clear  statement of the business and  condition of the
Corporation.

                                     CHECKS

SECTION 4. All checks or demands for money and notes of the Corporation shall be
signed by such  officer or officers or such other person or persons as the Board
of Directors may from time to time designate.

                                   FISCAL YEAR

SECTION 5. The fiscal year of the  Corporation  shall be fixed by  resolution of
the Board of Directors.

                                      SEAL

SECTION  6. The  corporate  seal shall have  inscribed  thereon  the name of the
Corporation,  the  year of its  organization  and  the  words  "Corporate  Seal,
Delaware."  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.


ARTICLE VIII.  AMENDMENTS.

SECTION 1. These  By-Laws may be altered or  repealed at any regular  meeting of
the  stockholders  or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration or repeal
be contained in the notice of such special meeting.


ARTICLE IX.  MISCELLANEOUS.

SECTION  1.  Unless  otherwise  ordered  by the  Board of  Directors,  the Chief
Executive Officer or the President,  or any Vice President,  or the Secretary or
the Chief Financial Officer in person or by proxy or proxies appointed by any of
them shall have full power and authority on behalf of the  Corporation  to vote,
act and consent with respect to any shares of stock issued by other corporations
which the Corporation  may own or as to which the Corporation  otherwise has the
right to vote, act or consent.

SECTION  2. In the  event  the  protective  conditions  or  restrictions  of any
outstanding  series of Preferred Stock, fixed by the Board of Directors pursuant
to the authority  conferred  upon the Board of Directors by the  Certificate  of
Incorporation  and  Section  151 of Title 8 of the  Delaware  Code of 1953,  are
inconsistent with any provision of these By-Laws, such provision shall be deemed
to be amended to remove any inconsistency.

<PAGE>

SECTION 3. Business Combinations with interested  Stockholders.  Pursuant to the
provisions of Section 203(a)(2) of the General Corporation Law of Delaware,  the
Corporation,  by action of the Board,  expressly  elects not to be  governed  by
Section  203 of the  General  Corporation  Law of  Delaware,  dealing  with  the
business combinations with interested stockholders.  Notwithstanding anything to
the contrary in these By-Laws, the provisions of this Section may not be further
amended by the Board  except as may be  specifically  authorized  by the General
Corporation Law.


Article X. INDEMNIFICATION

1.  The Corporation shall indemnify any person who was or is a party or is 
     threatened  to be made a party  to any  threatened,  pending  or  completed
     action,  suit or proceeding,  whether civil,  criminal,  administrative  or
     investigative(other  than an action by or in the right of the  Corporation)
     by reason of the fact that he is or was a  Director,  officer,  employee or
     agent  of the  Corporation,  or is or was  serving  at the  request  of the
     Corporation  as  a  director,   officer,   employee  or  agent  of  another
     corporation, partnership, joint venture, trust or other enterprise, against
     expenses (including attorneys' fees), judgments,  fines and amounts paid in
     settlement  actually and reasonably incurred by him in connection with such
     action,  suit or  proceeding  if he 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, had no
     reasonable  cause to believe his conduct was unlawful.  The  termination of
     any action, suit or 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 action or
     proceeding,  had reasonable cause to believe that his conduct was unlawful.
     
2.   The  Corporation  shall indemnify any person who was or is a party or is
     threatened  to be made a party  to any  threatened,  pending  or  completed
     action or suit by or in the right of the  Corporation to procure a judgment
     in its favor by reason of the fact that he is or was a  Director,  officer,
     employee or agent of the  Corporation,  or is or was serving at the request
     of the  Corporation  as a director,  officer,  employee or agent of another
     corporation,  partnership, joint venture, trust or other enterprise against
     expenses  (including  attorneys' fees) actually and reasonably  incurred by
     him in connection  with the defense or settlement of such action or suit if
     he 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 except that no
     indemnification  shall be made in respect of any claim,  issue or matter as
     to  which  such  person  shall  have  been  adjudged  to be  liable  to the
     Corporation unless and only to the extent that the Court of Chancery of the
     State of  Delaware  or the court in which such  action or suit was  brought
     shall determine upon application that despite the adjudication of liability
     but in view of all the circumstances of the case, such person is fairly and
     reasonably  entitled  to  indemnity  for such  expenses  which the Court of
     Chancery of the State of Delaware or such other court shall deem proper.

3.   To the extent  that any person  referred to in  paragraphs  1 and 2 of this
     Article TEN has been  successful  on the merits or  otherwise in defense of
     any  action,  suit or  proceeding  referred to therein or in defense or any
     claim,  issue or matter therein,  he shall be indemnified  against expenses
     (including  attorneys'  fees)  actually and  reasonably  incurred by him in
     connection therewith.

4.   Any  indemnification  under paragraphs 1 and 2 of this Article TEN, (unless
     ordered by a court) shall be made by the Corporation  only as authorized in
     the  specific  case  upon  a  determination  that  indemnification  of  the
     Director, officer, employee or agent is proper in the circumstances because
     he has met the applicable standard of conduct set forth in paragraphs 1 and
     2 of this Article TEN. Such determination shall be made (a) by the Board of
     Directors by a majority  vote of a quorum (as defined in the By-Laws of the
     Corporation)  consisting  of Directors who were not parties to such action,
     suit or proceeding,  or (b) 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, or (c) by the stockholders.

<PAGE>

5.   Expenses  incurred  in  defending  a  civil  or  criminal  action,  suit or
     proceeding  may be  paid  by  the  Corporation  in  advance  of  the  final
     disposition  of such action,  suit or proceeding as authorized by the Board
     of  Directors in the manner  provided in paragraph  one of this Article TEN
     upon receipt of an  undertaking  by or on behalf of the Director,  officer,
     employee or agent to repay such amount if it shall ultimately be determined
     that he is not entitled to be indemnified by the Corporation as provided in
     this Article TEN.

6.   The  indemnification  and  advancement  of expenses  provided by or granted
     pursuant to the other  provisions  of this  Article TEN shall not be deemed
     exclusive  of any other rights to which those  indemnified  may be entitled
     under any statute, by-law, agreement, vote of stockholders or disinterested
     Director or otherwise, both as to action in his official capacity and as to
     action in another capacity while holding such office.

7.   The  Corporation  shall have power to purchase  and  maintain  insurance on
     behalf of any person who is or was a Director,  officer,  employee or agent
     of the Corporation,  or is or was serving at the request of the corporation
     as  a  director,   officer,  employee  or  agent  of  another  corporation,
     partnership,   joint  venture,  trust  or  other  enterprise,  against  any
     liability asserted against him and incurred by him in any such capacity, or
     arising  out of his status as such,  whether or not the  Corporation  would
     have the power to indemnify him against such liability under the provisions
     of this Article TEN.

8.   For  purposes  of this  Article  references  to "other  enterprises"  shall
     include  employee  benefit  plans;  references to "fines" shall include any
     excess  taxes  assessed on a person with  respect to any  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 Article.

9.   The  indemnification  and  advancement of expenses  provided by, or granted
     pursuant to this  Article TEN shall  continue as to a person who has ceased
     to be a director, officer, employee or agent and shall inure to the benefit
     of the heirs, executors and administrators of such a person.