Exhibit 3.(ii)

                             BY-LAWS

                                OF

                         TIME WARNER INC.

       Incorporated under the Laws of the State of Delaware

                     Effective May 22, 1997

<PAGE>

                        TABLE OF CONTENTS

                                                            Page

                    ARTICLE I:  Offices                         1

     Registered Office . . . . . . . . . . . . . . . . . . . .  1
     Other Offices . . . . . . . . . . . . . . . . . . . . . .  1


                 ARTICLE II: Meetings of Stockholders           1

     Place of Meeting. . . . . . . . . . . . . . . . . . . . .  1
     Annual Meetings . . . . . . . . . . . . . . . . . . . . .  1
     Special Meetings. . . . . . . . . . . . . . . . . . . . .  2
     Notice of Meetings. . . . . . . . . . . . . . . . . . . .  2
     Quorum. . . . . . . . . . . . . . . . . . . . . . . . . .  2
     Adjournments. . . . . . . . . . . . . . . . . . . . . . .  3
     Order of Business . . . . . . . . . . . . . . . . . . . .  3
     List of Stockholders. . . . . . . . . . . . . . . . . . .  5
     Voting. . . . . . . . . . . . . . . . . . . . . . . . . .  5
     Inspectors. . . . . . . . . . . . . . . . . . . . . . . .  6
     Public Announcements. . . . . . . . . . . . . . . . . . .  6


                  ARTICLE III:  Board of Directors              7

     General Powers. . . . . . . . . . . . . . . . . . . . . .  7
     Number, Qualification and Election. . . . . . . . . . . .  7
     Notification of Nominations . . . . . . . . . . . . . . .  8
     Quorum and Manner of Acting . . . . . . . . . . . . . . .  9
     Place of Meeting. . . . . . . . . . . . . . . . . . . . . 10
     Regular Meetings. . . . . . . . . . . . . . . . . . . . . 10
     Special Meetings. . . . . . . . . . . . . . . . . . . . . 10
     Notice of Meetings. . . . . . . . . . . . . . . . . . . . 10
     Rules and Regulations . . . . . . . . . . . . . . . . . . 11
     Participation in Meeting by Means of
          Communications Equipment . . . . . . . . . . . . . . 11
     Action without Meeting. . . . . . . . . . . . . . . . . . 11
     Resignations. . . . . . . . . . . . . . . . . . . . . . . 11
     Removal of Directors. . . . . . . . . . . . . . . . . . . 11
     Vacancies . . . . . . . . . . . . . . . . . . . . . . . . 11
     Compensation. . . . . . . . . . . . . . . . . . . . . . . 12
     Independent Directors . . . . . . . . . . . . . . . . . . 12

<PAGE>

        ARTICLE IV:  Committees of the Board of Directors      13

     Establishment of Committees of the Board of
          Directors; Election of Members of Committees
          of the Board of Directors; Functions of 
          Committees of the Board of Directors . . . . . . . . 13
     Procedure; Meetings; Quorum . . . . . . . . . . . . . . . 13


                    ARTICLE V:  Officers                       14

     Number; Term of Office. . . . . . . . . . . . . . . . . . 14
     Removal . . . . . . . . . . . . . . . . . . . . . . . . . 15
     Resignation . . . . . . . . . . . . . . . . . . . . . . . 15
     Vacancies . . . . . . . . . . . . . . . . . . . . . . . . 16
     Chairman of the Board . . . . . . . . . . . . . . . . . . 16
     Chief Executive Officer . . . . . . . . . . . . . . . . . 16
     The President . . . . . . . . . . . . . . . . . . . . . . 16
     Chief Operating Officer . . . . . . . . . . . . . . . . . 17
     Vice-Chairman of the Board. . . . . . . . . . . . . . . . 17
     Chairman of the Executive Committee . . . . . . . . . . . 17
     Chief Financial Officer . . . . . . . . . . . . . . . . . 17
     Vice-Presidents . . . . . . . . . . . . . . . . . . . . . 18
     Treasurer . . . . . . . . . . . . . . . . . . . . . . . . 18
     Controller. . . . . . . . . . . . . . . . . . . . . . . . 18
     Secretary . . . . . . . . . . . . . . . . . . . . . . . . 18
     Assistant Treasurers and Assistant
          Secretaries. . . . . . . . . . . . . . . . . . . . . 19


               ARTICLE VI:  Indemnification                    19

     Right to Indemnification. . . . . . . . . . . . . . . . . 19
     Insurance, Contracts and Funding. . . . . . . . . . . . . 20
     Indemnification Not Exclusive Right . . . . . . . . . . . 21
     Advancement of Expenses; Procedures; Presumptions
          and Effect of Certain Proceedings; Remedies. . . . . 21
     Severability. . . . . . . . . . . . . . . . . . . . . . . 26
     Indemnification of Employees Serving                 
          as Directors . . . . . . . . . . . . . . . . . . . . 26
     Indemnification of Employees and Agents . . . . . . . . . 27


                    ARTICLE VII:  Capital Stock                27

     Certificates for Shares . . . . . . . . . . . . . . . . . 27
     Transfer of Shares. . . . . . . . . . . . . . . . . . . . 28
     Registered Stockholders and Addresses
          of Stockholders. . . . . . . . . . . . . . . . . . . 29

<PAGE>

     Lost, Destroyed and Mutilated Certificates. . . . . . . . 29
     Regulations . . . . . . . . . . . . . . . . . . . . . . . 30
     Fixing Date for Determination of
          Stockholders of Record . . . . . . . . . . . . . . . 30
     Transfer Agents and Registrars. . . . . . . . . . . . . . 30


                    ARTICLE VIII:  Seal                        30


                    ARTICLE IX:  Fiscal Year                   31


                    ARTICLE X:  Waiver of Notice               31


                    ARTICLE XI:  Amendments                    31


                    ARTICLE XII:  Miscellaneous                32

     Execution of Documents. . . . . . . . . . . . . . . . . . 32
     Deposits. . . . . . . . . . . . . . . . . . . . . . . . . 32
     Checks. . . . . . . . . . . . . . . . . . . . . . . . . . 32
     Proxies in Respect of Stock or Other
          Securities of Other Corporations . . . . . . . . . . 32
     Subject to Law and Certificate of
          Incorporation. . . . . . . . . . . . . . . . . . . . 33
<PAGE>

<PAGE>
 
                           ARTICLE I
  
                           Offices
  
      SECTION 1.  Registered Office.  The registered office of Time
Warner Inc. (hereinafter called the Corporation) in the State of Delaware
shall be at 32 Loockerman Square, Suite L-100, Dover, Delaware 19901 and 
the registered agent shall be The Prentice-Hall Corporation System, Inc.,
or such other office or agent as the Board of Directors of the Corporation
(the "Board") shall from time to time select.
  
      SECTION 2.  Other Offices.  The Corporation may also have an
office or offices, and keep the books and records of the Corporation, 
except as may otherwise be required by law, at such other place or places, 
either within or without the State of Delaware, as the Board may from time 
to time determine or the business of the Corporation may require.
  
  
                          ARTICLE II
  
                   Meetings of Stockholders
  
      SECTION 1.  Place of Meeting.  All meetings of the stockholders
of the Corporation (the "stockholders") shall be held at the office of
the Corporation or at such other places, within or without the State of
Delaware, as may from time to time be fixed by the Board.
 
     SECTION 2.  Annual Meetings.  The annual meeting of the
stockholders for the election of directors and for the transaction of 
such other business as may properly come before the meeting shall be 
held on such date and at such hour as shall from time to time be fixed 
by the Board. Any previously scheduled annual meeting of the stockholders
may be postponed by action of the Board taken prior to the time previously
scheduled for such annual meeting of stockholders.
  
<PAGE>
  
      SECTION 3.  Special Meetings.  Except as otherwise required by
law or the Restated Certificate of Incorporation of the Corporation (the
"Certificate") and subject to the rights of the holders of any series of
Preferred Stock or Series Common Stock or any class or series of stock
having a preference over the Common Stock as to dividends or upon
liquidation, special meetings of the stockholders for any purpose or
purposes may be called by the Chairman, either Co-Chief Executive Officer,
or the President or a majority of the entire Board.  Only such business
as is specified in the notice of any special meeting of the stockholders
shall come before such meeting.
  
      SECTION 4.  Notice of Meetings.  Except as otherwise provided
by law, written notice of each meeting of the stockholders, whether annual
or special, shall be given, either by personal delivery or by mail, not
less than 10 nor more than 60 days before the date of the meeting to each
stockholder of record entitled to notice of the meeting.  If mailed, such
notice shall be deemed given when deposited in the United States mail,
postage prepaid, directed to the stockholder at such stockholder's address
as it appears on the records of the Corporation.  Each such notice 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.  Notice
of any meeting of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by proxy without
protesting, prior to or at the commencement of the meeting, the lack of
proper notice to such stockholder, or who shall waive notice thereof as
provided in Article X of these By-laws.  Notice of adjournment of a meeting
of stockholders need not be given if the time and place to which it is
adjourned are announced at such meeting, unless the adjournment is for more
than 30 days or, after adjournment, a new record date is fixed for the
adjourned meeting.
  
      SECTION 5.  Quorum.  Except as otherwise provided by law or by
the Certificate, the holders of a majority of the votes entitled to be
cast by the stockholders entitled to vote generally, present in person 
or by proxy, shall constitute a quorum at any meeting of the stockholders;
provided, however, that in the case of any vote to be taken by classes,
the holders of a majority of the votes entitled to be cast by the
stockholders of a particular 
  
<PAGE>
  
class, present in person or by proxy, shall constitute a quorum of such
class.
  
      SECTION 6.  Adjournments.  The chairman of the meeting or the
holders of a majority of the votes entitled to be cast by the stockholders
who are present in person or by proxy may adjourn the meeting from time
to time whether or not a quorum is present.  In the event that a quorum 
does not exist with respect to any vote to be taken by a particular class,
the chairman of the meeting or the holders of a majority of the votes
entitled to be cast by the stockholders of such class who are present
in person or by proxy may adjourn the meeting with respect to the vote(s)
to be taken by such class.  At any such adjourned meeting at which a 
quorum may be present, any business may be transacted which might have
been transacted at the meeting as originally called.
  
      SECTION 7.  Order of Business.  At each meeting of the
stockholders, the Chairman or, in the absence of the Chairman, the
President, or in the absence of both the Chairman and the President,
such person as shall be selected by the Board shall act as chairman 
of the meeting.  The order of business at each such meeting shall be
as determined by the chairman of the meeting.  The chairman of the 
meeting shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts and things as
are necessary or desirable for the proper conduct of the meeting,
including, without limitation, the establishment of procedures for
the maintenance of order and safety, limitations on the time
allotted to questions or comments on the affairs of the Corporation,
restrictions on entry to such meeting after the time prescribed for the
commencement thereof, and the opening and closing of the voting polls.
  
      At any annual meeting of stockholders, only such business shall
be conducted as shall have been brought before the annual meeting (i) 
by or at the direction of the chairman of the meeting or (ii) by any
stockholder who is a holder of record at the time of the giving of the
notice provided for in this Section 7, who is entitled to vote at the
meeting and who complies with the procedures set forth in this Section 7.
  
<PAGE>
  
      For business properly to be brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation (the "Secretary").
To be timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation not less
than 70 days nor more than 120 days prior to the anniversary date of the
immediately preceding annual meeting; provided, however, that in the event
that the date of the annual meeting is more than 30 days earlier or more
than 60 days later than such anniversary date, notice by the stockholder
to be timely must be so delivered or received not earlier than the 120th
day prior to such annual meeting and not later than the close of business
on the later of the 70th day prior to such annual meeting or the 10th day
following the day on which public announcement of the date of such meeting
is first made. To be in proper written form, a stockholder's notice to the 
Secretary shall set forth in writing as to each matter the stockholder
proposes to bring before the annual meeting: (i) a brief description of the
business desired to be brought before the annual meeting and the reasons 
for conducting such business at the annual meeting; (ii) the name and
address, as they appear on the Corporation's books, of the stockholder
proposing such business; (iii) the class and number of shares of the
Corporation which are beneficially owned by the stockholder; (iv) any
material interest of the stockholder in such business; and (v) if the
stockholder intends to solicit proxies in support of such stockholder's
proposal, a representation to that effect.  The foregoing notice
requirements shall be deemed satisfied by a stockholder if the 
stockholder has notified the Corporation of his or her intention to
present a proposal at an annual meeting and such stockholder's proposal
has been included in a proxy statement that has been prepared by
management of the Corporation to solicit proxies for such annual meeting;
provided, however, that if such stockholder does not appear or send a
qualified representative to present such proposal at such annual meeting,
the Corporation need not present such proposal for a vote at such meeting,
notwithstanding that proxies in respect of such vote may have been received
by the Corporation.  Notwithstanding anything in the By-laws to the
contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 7.  The chairman
of an annual meeting may refuse to permit any
  
<PAGE>
  
business to be brought before an annual meeting which fails to comply
with the foregoing procedures or, in the case of a stockholder proposal,
if the stockholder solicits proxies in support of such stockholder's 
proposal without having made the representation required by clause (v) of
the second preceding sentence.
  
      SECTION 8.  List of Stockholders.  It shall be the duty of the
Secretary or other officer who has charge of the stock ledger to prepare and
make, at least 10 days before each meeting of the stockholders, a complete
list of the stockholders entitled to vote thereat, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in such stockholder's name.  Such list shall be produced and kept
available at the times and places required by law.
  
      SECTION 9.  Voting.  Except as otherwise provided by law or by
the Certificate, each stockholder of record of any series of Preferred Stock
or Series Common Stock shall be entitled at each meeting of stockholders to
such number of votes, if any, for each share of such stock as may be fixed
in the Certificate or in the resolution or resolutions adopted by the Board
providing for the issuance of such stock, and each stockholder of record of
Common Stock shall be entitled at each meeting of stockholders to one vote
for each share of such stock, in each case, registered in such stockholder's
name on the books of the Corporation:
  
          (1)  on the date fixed pursuant to Section 6 of Article VII of
       these By-laws as the record date for the determination of
       stockholders entitled to notice of and to vote at such meeting; or
  
          (2)  if no such record date shall have been so fixed, then at
       the close of business on the day next preceding the day on which
       notice of such meeting 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.
  
      Each stockholder entitled to vote at any meeting of stockholders
may authorize not in excess of three persons to act for such stockholder
by proxy.  Any such proxy shall be delivered
  
<PAGE>
  
to the secretary of such meeting at or prior to the time designated for
holding such meeting, but in any event not later than the time designated
in the order of business for so delivering such proxies.  No such proxy
shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period.
  
      At each meeting of the stockholders, all corporate actions to
be taken by vote of the stockholders (except as otherwise required by law
and except as otherwise provided in the Certificate or these By-laws) shall
be authorized by a majority of the votes cast by the stockholders entitled
to vote thereon who are present in person or represented by proxy, and where
a separate vote by class is required, a majority of the votes cast by the
stockholders of such class who are present in person or represented by proxy
shall be the act of such class.
  
      Unless required by law or determined by the chairman of the
meeting to be advisable, the vote on any matter, including the election
of directors, need not be by written ballot.  In the case of a vote by 
written ballot, each ballot shall be signed by the stockholder voting, or 
by such stockholder's proxy, and shall state the number of shares voted.
  
      SECTION 10.  Inspectors.  The chairman of the meeting shall
appoint two or more inspectors to act at any meeting of stockholders.
Such inspectors shall perform such duties as shall be required by law
or specified by the chairman of the meeting.  Inspectors need not be
stockholders.  No director or nominee for the office of director shall
be appointed such inspector.
  
      SECTION 11.  Public Announcements.  For purpose of Section 7 of
this Article II and Section 3 of Article III, "public announcement" shall
mean disclosure (i) in a press release reported by the Dow Jones News
Service, Reuters Information Service or any similar or successor news wire
service or (ii) in a writing distributed generally to stockholders and in
a document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Securities
Exchange Act of 1934 or any successor provisions thereto.
  
<PAGE>
  
                         ARTICLE III
  
                      Board of Directors
  
      SECTION 1.  General Powers.  The business and affairs of the
Corporation shall be managed by or under the direction of the Board, 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 directed or required to
be exercised or done by the stockholders.
  
      SECTION 2.  Number, Qualification and Election.  Except as
otherwise fixed by or pursuant to the provisions of Article IV of the
Certificate relating to the rights of the holders of any series of Preferred
Stock or Series Common Stock or any class or series of stock having
preference over the Common Stock as to dividends or upon liquidation, the
number of directors of the Corporation shall be determined from time to time
by the Board by the affirmative vote of directors constituting at least a
majority of the entire Board; provided that the number thereof may not be
less than three.
  
      The directors, other than those who may be elected by the
holders of shares of any series of Preferred Stock or Series Common Stock
or any class or series of stock having a preference over the Common Stock
of the Corporation as to dividends or upon liquidation pursuant to the terms
of Article IV of the Certificate or any resolution or resolutions providing
for the issuance of such stock adopted by the Board, shall be elected by the
stockholders entitled to vote thereon at each annual meeting of the
stockholders, and shall hold office until the next annual meeting of
stockholders and until each of their successors shall have been duly elected
and qualified.
  
      Each director shall be at least 21 years of age. Directors need
not be stockholders of the Corporation.
  
      In any election of directors, the persons receiving a plurality
of the votes cast, up to the number of directors to be elected in such
election, shall be deemed elected.

<PAGE>

      SECTION 3.  Notification of Nominations.  Subject to the rights
of the holders of any series of Preferred Stock or Series Common Stock or
any class or series of stock having a preference over the Common Stock as
to dividends or upon liquidation, nominations for the election of directors
may be made by the Board or by any stockholder who is a stockholder of
record at the time of giving of the notice of nomination provided for in
this Section 3 and who is entitled to vote for the election of directors. 
Any stockholder of record entitled to vote for the election of directors at
a meeting may nominate persons for election as directors only if timely
written notice of such stockholder's intent to make such nomination is
given, either by personal delivery or by United States mail, postage
prepaid, to the Secretary.  To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of
the Corporation (i) with respect to an election to be held at an annual
meeting of stockholders, not less than 70 nor more than 120 days prior to
the anniversary date of the immediately preceding annual meeting; provided,
however, that in the event that the date of the annual meeting is more than
30 days earlier or more than 60 days later than such anniversary date,
notice by the stockholder to be timely must be so delivered or received not
earlier than the 120th day prior to such annual meeting and not later than
the close of business on the later of the 70th day prior to such annual
meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made and (ii) with respect to an election
to be held at a special meeting of stockholders for the election of
directors, not earlier than the 90th day prior to such special meeting and
not later than the close of business on the later of the 60th day prior to
such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees to be elected at such meeting.  Each such notice shall set forth:
(a) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate the person or persons specified in
the notice; (c) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to

<PAGE>

which the nomination or nominations are to be made by the stockholder; (d)
such other information regarding each nominee proposed by such stockholder
as would have been required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission had
each nominee been nominated, or intended to be nominated, by the Board; (e)
the consent of each nominee to serve as a director of the Corporation if so
elected and (f) if the stockholder intends to solicit proxies in support of
such stockholder's nominee(s), a representation to that effect.  The
chairman of the meeting may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedure or if the
stockholder solicits proxies in favor of such stockholder's nominee(s)
without having made the representation required by the immediately preceding
sentence.  Only such persons who are nominated in accordance with the
procedures set forth in this Section 3 shall be eligible to serve as
directors of the Corporation.
  
      Notwithstanding anything in the immediately preceding paragraph
of this Section 3 to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation at an annual
meeting of stockholders is increased and there is no public announcement
naming all of the nominees for directors or specifying the size of the
increased Board of Directors made by the Corporation at least 70 days prior
to the first anniversary of the preceding year's annual meeting, a
shareholder's notice required by this Section 3 shall also be considered
timely, but only with respect to nominees for any new positions created by
such increase, if it shall be delivered to or mailed to and received by the
secretary at the principal executive offices of the Corporation not later
than the close of business on the 10th day following the day on which such
public announcement is first made by the Corporation.
  
      SECTION 4.  Quorum and Manner of Acting.  Except as otherwise
provided by law, the Certificate or these By-laws, a majority of the entire
Board shall constitute a quorum for the transaction of business at any
meeting of the Board, and, except as so provided, the vote of a majority of
the directors present at any meeting at which a quorum is present shall be
the act of the Board.  The chairman of the meeting or a majority of the
directors present

<PAGE>

may adjourn the meeting to another time and place whether or not a quorum
is present.  At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting
as originally called.
  
      SECTION 5.  Place of Meeting.  The Board may hold its meetings
at such place or places within or without the State of Delaware as the Board
may from time to time determine or as shall be specified or fixed in the
respective notices or waivers of notice thereof.
  
      SECTION 6.  Regular Meetings.  Regular meetings of the Board
shall be held at such times and places as the Board shall from time to time
by resolution determine.  If any day fixed for a regular meeting shall be
a legal holiday under the laws of the place where the meeting is to be held,
the meeting which would otherwise be held on that day shall be held at the
same hour on the next succeeding business day.
  
      SECTION 7.  Special Meetings.  Special meetings of the Board
shall be held whenever called by the Chairman, either Co-Chief Executive
Officer, or the President or by a majority of the directors.
  
      SECTION 8.  Notice of Meetings.  Notice of regular meetings of
the Board or of any adjourned meeting thereof need not be given.  Notice of
each special meeting of the Board shall be given by overnight delivery
service or mailed to each director, in either case addressed to such
director at such director's residence or usual place of business, at least
two days before the day on which the meeting is to be held or shall be sent
to such director at such place by telegraph or telecopy or be given
personally or by telephone, not later than the day before the meeting is to
be held, but notice need not be given to any director who shall, either
before or after the meeting, submit a signed waiver of such notice or who
shall attend such meeting without protesting, prior to or at its
commencement, the lack of notice to such director.  Every such notice shall
state the time and place but need not state the purpose of the meeting.

<PAGE>

      SECTION 9.  Rules and Regulations.  The Board may adopt such
rules and regulations not inconsistent with the provisions of law, the
Certificate or these By-laws for the conduct of its meetings and management
of the affairs of the Corporation as the Board may deem proper.
  
      SECTION 10.  Participation in Meeting by Means of Communications
Equipment.  Any one or more members of the Board or any committee thereof
may participate in any meeting of the Board or of 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 such
meeting.
  
      SECTION 11.  Action without Meeting.  Any action required or
permitted to be taken at any meeting of the Board or any committee thereof
may be taken without a meeting if all of the members of the Board or of any
such committee consent thereto in writing and the writing or writings are
filed with the minutes or proceedings of the Board or of such committee.
  
      SECTION 12.  Resignations.  Any director of the Corporation may
at any time resign by giving written notice to the Board, the Chairman, the
President or the Secretary.  Such resignation shall take effect at the time
specified therein or, if the time be not specified therein, upon receipt
thereof; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
  
      SECTION 13.  Removal of Directors.  Directors may be removed
only as provided in Section 4 of Article VI of the Certificate.
  
      SECTION 14.  Vacancies.  Subject to the rights of the holders
of any series of Preferred Stock or Series Common Stock or any class or
series of stock having a preference over the Common Stock of the Corporation
as to dividends or upon liquidation, any vacancies on the Board resulting
from death, resignation, removal or other cause shall only be filled by the
Board by the affirmative vote of a majority of the remaining directors then
in office, even

<PAGE>

though less than a quorum of the Board, or by a sole remaining director, and
newly created directorships resulting from any increase in the number of
directors shall be filled by the Board, or if not so filled, by the
stockholders at the next annual meeting thereof or at a special meeting
called for that purpose in accordance with Section 3 of Article II of these
By-laws.  Any director elected in accordance with the preceding sentence of
this Section 14 shall hold office until the next annual meeting of
stockholders and until such director's successor shall have been elected and
qualified.
  
      SECTION 15. Compensation. Each director, in consideration of
such person serving as a director, shall be entitled to receive from the
Corporation such amount per annum and such fees (payable in cash or stock)
for attendance at meetings of the Board or of committees of the Board, or
both, as the Board shall from time to time determine.  In addition, each
director shall be entitled to receive from the Corporation reimbursement for
the reasonable expenses incurred by such person in connection with the
performance of such person's duties as a director.  Nothing contained in
this Section shall preclude any director from serving the Corporation or any
of its subsidiaries in any other capacity and receiving proper compensation
therefor.
  
      SECTION 16.  Independent Directors.
  
           (a)  Independence of Members of Board of Directors at Time
of Nomination.  At the time that the Board determines the slate of directors
for election at an Annual Meeting of Stockholders, a majority of the members
of the Board, assuming the election of the nominated slate and taking into
account resignations effective on or prior to such Annual Meeting, shall be
determined by the Board to be eligible to be classified as independent
directors.
  
           (b)  Directors Elected to Fill Vacancies on the Board or
Newly Created Directorships.  If the Board elects directors between Annual
Meetings of Stockholders to fill vacancies or newly created directorships,
the majority of all directors holding office immediately after such
elections shall be determined by the Board to be eligible to be classified
as independent

<PAGE>

directors.
  
           (c)  Determination of Independence of Directors.  In its
determination of a director's eligibility to be classified as an independent
director pursuant to this Section 16, the Board shall consider, among such
other factors as it may in any case deem relevant, that the director:  (i)
has not been employed by the Corporation as an executive officer within the
past three years; (ii) is not a paid adviser or consultant to the
Corporation and derives no financial benefit from any entity as a result of
advice or consultancy provided to the Corporation by such entity;  (iii) is
not an executive officer, director or significant stockholder of a
significant customer or supplier of the Corporation; (iv) has no personal
services contract with the Corporation; (v) is not an executive officer or
director of a tax-exempt entity receiving a significant part of its annual
contributions from the Corporation; (vi) is not a member of the immediate
family of any director who is not considered an independent director; and
(vii) is free of any other relationship that would interfere with the
exercise of independent judgment by such director.
  
  
                          ARTICLE IV
  
             Committees of the Board of Directors
  
      SECTION 1.  Establishment of Committees of the Board
of Directors; Election of Members of Committees of the Board of Directors;
Functions of Committees of the Board of Directors.  The Board may, in
accordance with and subject to the General Corporation Law of the State of
Delaware, from time to time establish committees of the Board to exercise
such powers and authorities of the Board, and to perform such other
functions, as the Board may from time to time determine.
  
      SECTION 2.  Procedure; Meetings; Quorum.  Regular meetings of
committees of the Board, of which no notice shall be necessary, may be held
at such times and places as shall be fixed by resolution adopted by a
majority of the members thereof.  Special meetings of any committee of the
Board shall be called at the request of any member thereof.  Notice of each
special meeting

<PAGE>

of any committee of the Board shall be sent by overnight delivery service,
or mailed to each member thereof, in either case addressed to such member
at such member's residence or usual place of business, at least two days
before the day on which the meeting is to be held or shall be sent to such
member at such place by telegraph or telecopy or be given personally or by
telephone, not later than the day before the meeting is to be held, but
notice need not be given to any member who shall, either before or after the
meeting, submit a signed waiver of such notice or who shall attend such
meeting without protesting, prior to or at its commencement, the lack of
such notice to such member.  Any special meeting of any committee of the
Board shall be a legal meeting without any notice thereof having been given,
if all the members thereof shall be present thereat and no member shall
protest the lack of notice to such member.  Notice of any adjourned meeting
of any committee of the Board need not be given.  Any committee of the Board
may adopt such rules and regulations not inconsistent with the provisions
of law, the Certificate or these By-laws for the conduct of its meetings as
such committee of the Board may deem proper.  A majority of the members of
any committee of the Board shall constitute a quorum for the transaction of
business at any meeting, and the vote of a majority of the members thereof
present at any meeting at which a quorum is present shall be the act of such
committee.  Each committee of the Board shall keep written minutes of its
proceedings and shall report on such proceedings to the Board.
  
  
                          ARTICLE V
  
                           Officers
  
      SECTION 1.  Number; Term of Office.  The officers of the
Corporation shall be such officers, which may include a Chairman of the
Board, Chief Executive Officer or Co-Chief Executive Officers, President,
Chief Operating Officer, Chairman of the Executive Committee and one or more
Vice Chairmen and Vice Presidents (including, without limitation, Assistant,
Executive, Senior and Group Vice Presidents) and a Treasurer, Secretary and
Controller and such other officers or agents with such titles and such
duties as the Board may from time to time determine, each to have such

<PAGE>

authority, functions or duties as in these By-laws provided or as the Board
may from time to time determine, and each to hold office for such term as
may be prescribed by the Board and until such person's successor shall have
been chosen and shall qualify, or until such person's death or resignation,
or until such person's removal in the manner hereinafter provided.  The
Chairman, the Chief Executive Officers, the Vice-Chairmen, the Chairman of
the Executive Committee, and the President, if any, shall be elected from
among the directors.  One person may hold the offices and perform the duties
of any two or more of said officers; provided, however, that no officer
shall execute, acknowledge or verify any instrument in more than one
capacity if such instrument is required by law, the Certificate or these 
By-laws to be executed, acknowledged or verified by two or more officers.  
The Board may from time to time authorize any officer to appoint and remove 
any such other officers and agents and to prescribe their powers and duties. 
The Board may require any officer or agent to give security for the faithful
performance of such person's duties.
  
      Except as otherwise provided by these By-laws, any reference to
the Chairman or Chief Executive Officer in these By-laws shall be deemed to
mean, if there are Co-Chairmen or Co-Chief Executive Officers, either 
Co-Chairmen or either Co-Chief Executive Officer, each of whom may severally
exercise the full powers and authorities of the office of Chairman or Chief
Executive Officer, as the case may be.
  
      SECTION 2.  Removal.  Any officer may be removed, either with
or without cause, by the Board at any meeting thereof called for the purpose
or, except in the case of any officer elected by the Board, by any superior
officer upon whom such power may be conferred by the Board.
  
      SECTION 3.  Resignation.  Any officer may resign at any time by
giving notice to the Board, the Chairman or the Secretary.  Any such
resignation shall take effect at the date of receipt of such notice or at
any later date specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it
effective.

<PAGE>

      SECTION 4.  Vacancies.  A vacancy in any office because of
death, resignation, removal or any other cause may be filled for the
unexpired portion of the term in the manner prescribed in these By-laws for
election to such office.
  
      SECTION 5.  Chairman of the Board.  The Chairman shall, if
present, preside at meetings of the Board and, if present, preside at
meetings of the stockholders, and, if present and in the absence of the
Chairman of the Executive Committee, preside at meetings of the Executive
Committee.  The Chairman may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts or other instruments.  The Chairman
shall, when requested, counsel with and advise the other officers of the
Corporation and shall perform such other duties as he may agree with the
Chief Executive Officer or as the Board may from time to time determine.
  
      SECTION 6.  Chief Executive Officer.  The Chief Executive
Officer shall have general supervision and direction of the business and
affairs of the Corporation, subject to the control of the Board.  The Chief
Executive Officer may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts or other instruments.  The Chief Executive
Officer shall, when requested, counsel with and advise the other officers
of the Corporation and shall perform such other duties as the Board may from
time to time determine.
  
      SECTION 7.  The President.  The President shall perform such
senior executive duties as the Board shall from time to time determine.  The
President shall, if present and in the absence of the Chairman, preside at
meetings of the stockholders and, if present and in the absence of the
Chairman, preside at meetings of the Board and, if present and in the
absence of the Chairman of the Executive Committee and the Chairman of the
Board, preside at meetings of the Executive Committee.  The President may
sign and execute in the name of the Corporation deeds, mortgages, bonds,
contracts or other instruments.  The President shall, when requested,
counsel with and advise the other officers of the Corporation and shall
perform such other duties as he may agree with the Chief Executive Officer
or as the Board may from time to time determine.

<PAGE>

      SECTION 8.  Chief Operating Officer.  The Chief Operating
Officer shall perform such senior duties in connection with the operations
of the Corporation as the Board or the Chief Executive Officer shall from
time to time determine.  The Chief Operating Officer may sign and execute
in the name of the Corporation deeds, mortgages, bonds, contracts and other
instruments.  The Chief Operating Officer, shall, when requested, counsel
with and advise the other officers of the Corporation and shall perform such
other duties as he may agree with the Chief Executive Officer or as the
Board may from time to time determine. 
  
      SECTION 9.  Vice-Chairman of the Board.  In the absence of the
Chairman of the Board and the President, the Vice-Chairman of the Board (the
"Vice Chairman") if one shall have been elected, or if there shall be more
than one, a Vice-Chairman as designated by the Chairman or the President,
or, in the absence of such designation, as designated by the Board, shall,
if present, preside at meetings of the Board.  The Vice Chairman may sign
and execute in the name of the Corporation deeds, mortgages, bonds,
contracts or other instruments.  The Vice Chairman shall, when requested,
counsel with and advise the other officers of the Corporation and shall
perform such other duties as he may agree with the Chief Executive Officer
or as the Board may from time to time determine.
  
      SECTION 10.  Chairman of the Executive Committee. The Chairman
of the Executive Committee shall, if present, preside at meetings of the
Executive Committee.  The Chairman of the Executive Committee shall perform
such other duties as the Board or the Executive Committee may from time to
time determine.  The Chairman of the Executive Committee shall, when
requested, counsel with and advise the other officers of the Corporation and
shall perform such other duties as he may agree with the Chief Executive
Officer or as the Board may from time to time determine.
  
      SECTION 11.  Chief Financial Officer.  The Chief Financial
Officer of the Corporation, if one shall have been elected, shall perform
all the powers and duties of the office of the chief financial officer and
in general have overall supervision of the financial operations of the
Corporation.  The Chief Financial Officer may sign and execute in the name
of the Corporation deeds, mortgages, bonds, contracts or other

<PAGE>

instruments.  The Chief Financial Officer shall, when requested, counsel
with and advise the other officers of the Corporation and shall perform such
other duties as he may agree with the Chief Executive Officer or as the
Board may from time to time determine.
  
      SECTION 12.  Vice-Presidents.  Any Vice-President shall have
such powers and duties as shall be prescribed by his superior officer or the
Board.  Any Vice-President may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts or other instruments.  The
Vice President shall, when requested, counsel with and advise the other
officers of the Corporation and shall perform such other duties as he may
agree with the Chief Executive Officer or as the Board may from time to time
determine.
  
      SECTION 13.  Treasurer.  The Treasurer, if one shall have been
elected, shall supervise and be responsible for all the funds and securities
of the Corporation; the deposit of all moneys and other valuables to the
credit of the Corporation in depositories of the Corporation; borrowings and
compliance with the provisions of all indentures, agreements and instruments
governing such borrowings to which the Corporation is a party; the
disbursement of funds of the Corporation and the investment of its funds;
and in general shall perform all of the duties incident to the office of the
Treasurer.  The Treasurer may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts or other instruments.  The
Treasurer shall, when requested, counsel with and advise the other officers
of the Corporation and shall perform such other duties as he may agree with
the Chief Executive Officer or as the Board may from time to time determine.
  
      SECTION 14.  Controller.  The Controller shall be the chief
accounting officer of the Corporation.  The Controller may sign and execute
in the name of the Corporation deeds, mortgages, bonds, contracts or other
instruments.  The Controller shall, when requested, counsel with and advise
the other officers of the Corporation and shall perform such other duties
as he may agree with the Chief Executive Officer or the Chief Financial
Officer or as the Board may from time to time determine.
  
      SECTION 15.  Secretary.  It shall be the duty of the Secretary
to act as secretary at all meetings of the Board, of the

<PAGE>

committees of the Board and of the stockholders and to record the
proceedings of such meetings in a book or books to be kept for that purpose;
the Secretary shall see that all notices required to be given by the
Corporation are duly given and served; the Secretary shall be custodian of
the seal of the Corporation and shall affix the seal or cause it to be
affixed to all certificates of stock of the Corporation (unless the seal of
the Corporation on such certificates shall be a facsimile, as hereinafter
provided) and to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance with the
provisions of these By-laws; the Secretary shall have charge of the books,
records and papers of the Corporation and shall see that the reports,
statements and other documents required by law to be kept and filed are
properly kept and filed; and in general shall perform all of the duties
incident to the office of Secretary.  The Secretary shall, when requested,
counsel with and advise the other officers of the Corporation and shall
perform such other duties as he may agree with the Chief Executive Officer
or as the Board may from time to time determine.
  
      SECTION 16.  Assistant Treasurers and Assistant Secretaries. 
Any Assistant Treasurers and Assistant Secretaries shall perform such duties
as shall be assigned to them by the Board.  Any Assistant Treasurer or
Assistant Secretary shall perform such duties as shall be assigned to them
by the Treasurer or Secretary, respectively, or by the Chairman of the Board
or by the Chief Executive Officer.
  
  
                          ARTICLE VI
  
                       Indemnification
  
      SECTION 1.  Right to Indemnification.  The Corporation, to the
fullest extent permitted or required by Delaware General Corporation Law or
other applicable law, as the same exists or may hereafter be amended (but,
in the case of any such amendment and unless applicable law otherwise
requires, only to 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), shall indemnify and hold
harmless

<PAGE>

any person who is or was a director or officer of the Corporation and who
is or was involved in any manner (including, without limitation, as a party
or a witness) or is threatened to be made so involved in any threatened,
pending or completed investigation, claim, action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, without
limitation, any action, suit or proceedings by or in the right of the
Corporation to procure a judgment in its favor) (a "Proceeding") by reason
of the fact that such person 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
(including, without limitation, any employee benefit plan) (a "Covered
Entity") against all expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such
person in connection with such Proceeding; provided, however, that the
foregoing shall not apply to a director or officer of the Corporation with
respect to a Proceeding that was commenced by such director or officer
unless the proceeding was commenced after a Change in Control (as
hereinafter defined in Section 4(e) of this Article).  Any director or
officer of the Corporation entitled to indemnification as provided in this
Section 1 is hereinafter called an "Indemnitee". Any right of an Indemnitee
to indemnification shall be a contract right and shall include the right to
receive, prior to the conclusion of any Proceeding, payment of any expenses
incurred by the Indemnitee in connection with such proceeding, consistent
with the provisions of applicable law as then in effect and the other
provisions of this Article.
  
      SECTION 2.  Insurance, Contracts and Funding.  The Corporation
may purchase and maintain insurance to protect itself and any director,
officer, employee or agent of the Corporation or of any Covered Entity
against any expenses, judgments, fines and amounts paid in settlement as
specified in Section 1 of this Article or incurred by any such director,
officer, employee or agent in connection with any Proceeding referred to in
Section 1 of this Article, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under
the DGCL.  The Corporation may enter into contracts with any director,
officer, employee or agent of the Corporation or of any

<PAGE>

Covered Entity in furtherance of the provisions of this Article and may
create a trust fund, grant a security interest or use other means
(including, without limitation, a letter of credit) to ensure the payment
of such amounts as may be necessary to effect indemnification as provided
or authorized in this Article.
  
      SECTION 3.  Indemnification Not Exclusive Right.  The right of
indemnification provided in this Article shall not be exclusive of any other
rights to which an Indemnitee may otherwise be entitled, and the provisions
of this Article shall inure to the benefit of the heirs and legal
representatives of any Indemnitee under this Article and shall be applicable
to Proceedings commenced or continuing after the adoption of this Article,
whether arising from acts or omissions occurring before or after such
adoption.
  
      SECTION 4.  Advancement of Expenses; Procedures; Presumptions
and Effect of Certain Proceedings; Remedies.  In furtherance, but not in
limitation of the foregoing provisions, the following procedures,
presumptions and remedies shall apply with respect to advancement of
expenses and the right to indemnification under this Article:
  
           (a)  Advancement of Expenses.  All reasonable expenses
(including attorney's fees) incurred by or on behalf of the Indemnitee in
connection with any Proceeding shall be advanced to the Indemnitee by the
Corporation within 20 days after the receipt by the Corporation of a
statement or statements from the Indemnitee requesting such advance or
advances from time to time, whether prior to or after final disposition of
such Proceeding.  Such statement or statements shall reasonably evidence the
expenses incurred by the Indemnitee and, if required by law at the time of
such advance, shall include or be accompanied by an undertaking by or on
behalf of the Indemnitee to repay the amounts advanced if ultimately it
should be determined that the Indemnitee is not entitled to be indemnified
against such expenses pursuant to this Article.
  
           (b)  Procedure for Determination of Entitlement to
Indemnification.  (i)  To obtain indemnification under this Article, an
Indemnitee shall submit to the Secretary a written request, including such
documentation and information as is

<PAGE>

reasonably available to the Indemnitee and reasonably necessary to determine
whether and to what extent the Indemnitee is entitled to indemnification
(the "Supporting Documentation").  The determination of the Indemnitee's
entitlement to indemnification shall be made not later than 60 days after
receipt by the Corporation of the written request for indemnification
together with the Supporting Documentation.  The Secretary shall, promptly
upon receipt of such a request for indemnification, advise the Board in
writing that the Indemnitee has requested indemnification.
  
           (ii) The Indemnitee's entitlement to indemnification under
this Article shall be determined in one of the following ways: (A) by a
majority vote of the Disinterested Directors (as hereinafter defined in
Section 4(e) of this Article), whether or not they constitute a quorum of
the Board; (B) by a written opinion of Independent Counsel (as hereinafter
defined in Section 4(e) of this Article) if (x) a Change in Control (as
hereinafter defined in Section 4(e) of this Article) shall have occurred and
the Indemnitee so requests or (y) there are no Disinterested Directors or
a majority of such Disinterested Directors so directs; (C) by the
stockholders of the Corporation;  or (D) as provided in Section 4(c) of this
Article.
  
           (iii)  In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section
4(b) (ii) of this Article, a majority of the Disinterested Directors shall
select the Independent Counsel, but only an Independent Counsel to which the
Indemnitee does not reasonably object; provided, however, that if a Change
in Control shall have occurred, the Indemnitee shall select such Independent
Counsel, but only an Independent Counsel to which a majority of the
Disinterested Directors does not reasonably object.
  
           (c)  Presumptions and Effect of Certain Proceedings. 
Except as otherwise expressly provided in this Article, if a Change in
Control shall have occurred, the Indemnitee shall be presumed to be entitled
to indemnification under this Article (with respect to actions or omissions
occurring prior to such Change in Control) upon submission of a request for
indemnification together with the Supporting Documentation in accordance
with Section 4(b)(i) of this Article, and thereafter the Corporation shall
have the burden of

<PAGE>

proof to overcome that presumption in reaching a contrary determination. 
In any event, if the person or persons empowered under Section 4(b) of this
Article to determine entitlement to indemnification shall not have been
appointed or shall not have made a determination within 60 days after
receipt by the Corporation of the request therefor, together with the
Supporting Documentation, the Indemnitee shall be deemed to be, and shall
be, entitled to indemnification unless (A) the Indemnitee misrepresented or
failed to disclose a material fact in making the request for indemnification
or in the Supporting Documentation or (B) such indemnification is prohibited
by law.  The termination of any Proceeding described in Section 1 of this
Article, or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, adversely affect the right of the
Indemnitee to indemnification or create a presumption that the Indemnitee
did not act in good faith and in a manner which the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Corporation
or, with respect to any criminal proceeding, that the Indemnitee had
reasonable cause to believe that such conduct was unlawful.
  
           (d)  Remedies of Indemnitee.  (i) In the event that a
determination is made pursuant to Section 4(b) of this Article that the
Indemnitee is not entitled to indemnification under this Article, (A) the
Indemnitee shall be entitled to seek an adjudication of entitlement to such
indemnification either, at the Indemnitee's sole option, in (x) an
appropriate court of the State of Delaware or any other court of competent
jurisdiction or (y) an arbitration to be conducted by a single arbitrator
pursuant to the rules of the American Arbitration Association; (B) any such
judicial proceeding or arbitration shall be de novo and the Indemnitee shall
not be prejudiced by reason of such adverse determination; and (C) if a
Change in Control shall have occurred, in any such judicial proceeding or
arbitration, the Corporation shall have the burden of proving that the
Indemnitee is not entitled to indemnification under this Article (with
respect to actions or omissions occurring prior to such Change in Control).
  
           (ii)  If a determination shall have been made or deemed
to have been made, pursuant to Section 4(b) or (c) of this

<PAGE>

Article, that the Indemnitee is entitled to indemnification, the Corporation
shall be obligated to pay the amounts constituting such indemnification
within five days after such determination has been made or deemed to have
been made and shall be conclusively bound by such determination unless (A)
the Indemnitee misrepresented or failed to disclose a material fact in
making the request for indemnification or in the Supporting Documentation
or (B) such indemnification is prohibited by law.  In the event that (X)
advancement of expenses is not timely made pursuant to Section 4(a) of this
Article or (Y) payment of indemnification is not made within five days after
a determination of entitlement to indemnification has been made or deemed
to have been made pursuant to Section 4(b) or (c) of this Article, the
Indemnitee shall be entitled to seek judicial enforcement of the
Corporation's obligation to pay to the Indemnitee such advancement of
expenses or indemnification.  Notwithstanding the foregoing, the Corporation
may bring an action, in an appropriate court in the State of Delaware or any
other court of competent jurisdiction, contesting the right of the
Indemnitee to receive indemnification hereunder, due to the occurrence of
an event described in sub-clause (A) or (B) of this clause (ii) (a
"Disqualifying Event"); provided, however, that in any such action the
Corporation shall have the burden of proving the occurrence of such
Disqualifying Event.
  
           (iii)  The Corporation shall be precluded from asserting
in any judicial proceeding or arbitration commenced pursuant to this Section
4(d) that the procedures and presumptions of this Article are not valid,
binding and enforceable and shall stipulate in any such court or before any
such arbitrator that the Corporation is bound by all the provisions of this
Article.
  
           (iv)  In the event that the Indemnitee, pursuant to this
Section 4(d), seeks a judicial adjudication of or an award in arbitration
to enforce rights under, or to recover damages for breach of, this Article,
the Indemnitee shall be entitled to recover from the Corporation, and shall
be indemnified by the Corporation against, any expenses actually and
reasonably incurred by the Indemnitee if the Indemnitee prevails in such
judicial adjudication or arbitration.  If it shall be determined in such
judicial adjudication or arbitration that the Indemnitee is entitled to
receive part but not all of the indemnification or

<PAGE>

advancement of expenses sought, the expenses incurred by the Indemnitee in
connection with such judicial adjudication or arbitration shall be prorated
accordingly.
  
           (e)  Definitions.  For purposes of this Section 4:
  
           (i) "Authorized Officer" means any one of the Chairman,
the President, a Vice Chairman, the Chief Financial Officer, any Vice
President or the Secretary of the Corporation.
  
           (ii) "Change in Control" means the occurrence of any of
the following (w) any merger or consolidation of the Corporation in which
the Corporation is not the continuing or surviving corporation or pursuant
to which shares of the Corporation's Common Stock would be converted into
cash, securities or other property, other than a merger of the Corporation
in which the holders of the Corporation's Common Stock immediately prior to
the merger have the same proportionate ownership of common stock of the
surviving corporation immediately after the merger, (x) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, the assets of the Corporation,
or the liquidation or dissolution of the Corporation, (y) any person (as
such term is defined in Section 4(c) of Article V of the Certificate of
Incorporation) shall become an Interested Stockholder (as defined therein)
without the prior consent of the Board, or (z) during any period of two
consecutive years, individuals who at the beginning of such period who shall
have constituted the entire Board shall have ceased for any reason to
constitute a majority thereof unless the election, or the nomination for
election by the Corporation's stockholders, of each new director shall have
been approved by a vote of at least two-thirds of the directors then still
in office who were directors at the beginning of the period.
  
           (iii)  "Disinterested Director" means a director of the
Corporation who is not or was not a party to the Proceeding in respect of
which indemnification is sought by the Indemnitee.
  
           (iv) "Independent Counsel" means a law firm or a member
of a law firm that neither presently is, nor in the past five years has
been, retained to represent: (x) the Corporation or

<PAGE>

the Indemnitee in any matter material to either such party or (y) any other
party to the Proceeding giving rise to a claim for indemnification under
this Article.  Notwithstanding the foregoing, the term "Independent Counsel"
shall not include any person who, under the applicable standards of
professional conduct then prevailing under the law of the State of Delaware,
would have a conflict of interest in representing either the Corporation or
the Indemnitee in an action to determine the Indemnitee's rights under this
Article.
  
      SECTION 5.  Severability.  If any provision or provisions of
this Article shall be held to be invalid, illegal or unenforceable for any
reason whatsoever: (a) the validity, legality and enforceability of the
remaining provisions of this Article (including, without limitation, all
portions of any paragraph of this Article containing any such provision held
to be invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall not in any way be affected or impaired
thereby; and (b) to the fullest extent possible, the provisions of this
Article (including, without limitation, all portions of any paragraph of
this Article containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or enforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.
  
      SECTION 6.  Indemnification of Employees Serving as Directors. 
The Corporation, to the fullest extent of the provisions of this Article
with respect to the indemnification of directors and officers of the
Corporation, shall indemnify any person who is or was an employee of the
Corporation and who is or was involved in any manner (including, without
limitation, as a party or a witness) or is threatened to be made so involved
in any threatened, pending or completed Proceeding by reason of the fact
that such employee is or was serving (a) as a director of a corporation in
which the Corporation had at the time of such service, directly or
indirectly, a 50 percent or greater equity interest (a "Subsidiary
Director") and (b) at the written request of an Authorized Officer, as a
director of another corporation in which the Corporation had at the time of
such service, directly or indirectly, a less than 50 percent equity interest
(or no equity

<PAGE>

interest at all) or in a capacity equivalent to that of a director for any
partnership, joint venture, trust or other enterprise (including, without
limitation, any employee benefit plan) in which the Corporation has an
interest (a "Requested Employee"), against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such Subsidiary Director or Requested Employee
in connection with such Proceeding.  The Corporation may also advance
expenses incurred by any such Subsidiary Director or Requested Employee in
connection with any such Proceeding, consistent with the provisions of this
Article with respect to the advancement of expenses of directors and
officers of the Corporation. 
  
      SECTION 7.  Indemnification of Employees and Agents. 
Notwithstanding any other provision or provisions of this Article, the
Corporation, to the fullest extent of the provisions of this Article with
respect to the indemnification of directors and officers of the Corporation,
may indemnify any person other than a director or officer of the
Corporation, a Subsidiary Director or a Requested Employee, who is or was
an employee or agent of the Corporation and who is or was involved in any
manner (including, without limitation, as a party or a witness) or is
threatened to be made so involved in any threatened, pending or completed
Proceeding by reason of the fact that such person is or was a director,
officer, employee or agent of a Covered Entity against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
Proceeding.  The Corporation may also advance expenses incurred by such
employee or agent in connection with any such Proceeding, consistent with
the provisions of this Article with respect to the advancement of expenses
of directors and officers of the Corporation.
  
  
                         ARTICLE VII
  
                        Capital Stock
  
      SECTION 1.  Certificates for Shares.  Certificates representing
shares of stock of each class of the Corporation, whenever authorized by the
Board, shall be in such form as shall be

<PAGE>

approved by the Board.  The certificates representing shares of stock of
each class shall be signed by, or in the name of, the Corporation by the
Chairman or the President, a Vice Chairman or any Vice-President and by the
Secretary or any Assistant Secretary or the Treasurer or any Assistant
Treasurer of the Corporation, and sealed with the seal of the Corporation,
which may be a facsimile thereof.  Any or all such signatures may be
facsimiles if countersigned by a transfer agent or registrar.  Although any
officer, transfer agent or registrar whose manual or facsimile signature is
affixed to such a certificate ceases to be such officer, transfer agent or
registrar before such certificate has been issued, it may nevertheless be
issued by the Corporation with the same effect as if such officer, transfer
agent or registrar were still such at the date of its issue.
  
      The stock ledger and blank share certificates shall be kept by
the Secretary or by a transfer agent or by a registrar or by any other
officer or agent designated by the Board.
  
      SECTION 2.  Transfer of Shares.  Transfers of shares of stock
of each class of the Corporation shall be made only on the books of the
Corporation by the holder thereof, or by such holder's attorney thereunto
authorized by a power of attorney duly executed and filed with the Secretary
or a transfer agent for such stock, if any, and on surrender of the
certificate or certificates for such shares properly endorsed or accompanied
by a duly executed stock transfer power (or by proper evidence of
succession, assignment or authority to transfer) and the payment of any
taxes thereon; provided, however, that the Corporation shall be entitled to
recognize and enforce any lawful restriction on transfer.  The person in
whose name shares are registered on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation;
provided, however, that whenever any transfer of shares shall be made for
collateral security and not absolutely, and written notice thereof shall be
given to the Secretary or to such transfer agent, such fact shall be stated
in the entry of the transfer.  No transfer of shares shall be valid as
against the Corporation, its stockholders and creditors for any purpose,
except to render the transferee liable for the debts of the Corporation to
the extent provided by law, until it shall have been entered in the stock
records of the Corporation by an entry

<PAGE>

showing from and to whom transferred.
  
      SECTION 3.  Registered Stockholders and Addresses of
Stockholders.  The Corporation shall be entitled to recognize the exclusive
right of a person registered on its records as the owner of shares of stock
to receive dividends and to vote as such owner, shall be entitled to hold
liable for calls and assessments a person registered on its records as the
owner of shares of stock, and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares of stock 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.
  
      Each stockholder shall designate to the Secretary or transfer
agent of the Corporation an address at which notices of meetings and all
other corporate notices may be served or mailed to such person, and, if any
stockholder shall fail to designate such address, corporate notices may be
served upon such person by mail directed to such person at such person's
post office address, if any, as the same appears on the stock record books
of the Corporation or at such person's last known post office address.
  
      SECTION 4.  Lost, Destroyed and Mutilated Certificates.  The
holder of any share of stock of the Corporation shall immediately notify the
Corporation of any loss, theft, destruction or mutilation of the certificate
therefor; the Corporation may issue to such holder a new certificate or
certificates for shares, upon the surrender of the mutilated certificate or,
in the case of loss, theft or destruction of the certificate, upon
satisfactory proof of such loss, theft or destruction; the Board, or a
committee designated thereby, or the transfer agents and registrars for the
stock, may, in their discretion, require the owner of the lost, stolen or
destroyed certificate, or such person's legal representative, to give the
Corporation a bond in such sum and with such surety or sureties as they may
direct to indemnify the Corporation and said transfer agents and registrars
against any claim that may be made on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.

<PAGE>

      SECTION 5.  Regulations.  The Board may make such additional
rules and regulations as it may deem expedient concerning the issue and
transfer of certificates representing shares of stock of each class of the
Corporation and may make such rules and take such action as it may deem
expedient concerning the issue of certificates in lieu of certificates
claimed to have been lost, destroyed, stolen or mutilated.
  
      SECTION 6.  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 entitled to receive payment of any dividend or other
distribution or allotment or 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 may fix, in advance, a record date,
which shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other action.  A
determination of stockholders entitled to notice of or to vote at a meeting
of the stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.
  
      SECTION 7.  Transfer Agents and Registrars.  The Board may
appoint, or authorize any officer or officers to appoint, one or more
transfer agents and one or more registrars.
  
  
                         ARTICLE VIII
  
                             Seal
  
      The Board shall provide a corporate seal, which shall be in the
form of a circle and shall bear the full name of the Corporation and the
words and figures of "Corporate Seal Delaware 1996", or such other words or
figures as the Board may approve and adopt.  The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any other manner
reproduced.

<PAGE>

                          ARTICLE IX
  
                         Fiscal Year
  
      The fiscal year of the Corporation shall end on the 31st day of
December in each year.
  
  
                          ARTICLE X
  
                       Waiver of Notice
  
      Whenever any notice whatsoever is required to be given by these
By-laws, by the Certificate or by law, the person entitled thereto may,
either before or after the meeting or other matter in respect of which such
notice is to be given, waive such notice in writing, which writing shall be
filed with or entered upon the records of the meeting or the records kept
with respect to such other matter, as the case may be, and in such event
such notice need not be given to such person and such waiver shall be deemed
equivalent to such notice.
  
  
                          ARTICLE XI
  
                          Amendments
  
      Any By-law (other than this Article XI) may be adopted,
repealed, altered or amended by a majority of the entire Board at any
meeting thereof, provided that such proposed action in respect thereof shall
be stated in the notice of such Meeting.  The stockholders of the
Corporation shall have the power to amend, alter or repeal any provision of
these By-laws only to the extent and in the manner provided in the
Certificate.

<PAGE>

                         ARTICLE XII
  
                        Miscellaneous
  
      SECTION 1.  Execution of Documents.  The Board or any committee
thereof shall designate the officers, employees and agents of the
Corporation who shall have power to execute and deliver deeds, contracts,
mortgages, bonds, debentures, notes, checks, drafts and other orders for the
payment of money and other documents for and in the name of the Corporation
and may authorize  (including authority to redelegate) by written instrument
to other officers, employees or agents of the Corporation.  Such delegation
may be by resolution or otherwise and the authority granted shall be general
or confined to specific matters, all as the Board or any such committee may
determine.  In the absence of such designation referred to in the first
sentence of this Section, the officers of the Corporation shall have such
power so referred to, to the extent incident to the normal performance of
their duties.
  
      SECTION 2.  Deposits.  All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of the
Corporation or otherwise as the Board or any committee thereof or any
officer of the Corporation to whom power in respect of financial operations
shall have been delegated by the Board or any such committee or in these 
By-laws shall select.
  
      SECTION 3.  Checks.  All checks, drafts and other orders for the
payment of money out of the funds of the Corporation, and all notes or other
evidences of indebtedness of the Corporation, shall be signed on behalf of
the Corporation in such manner as shall from time to time be determined by
resolution of the Board or of any committee thereof or by any officer of the
Corporation to whom power in respect of financial operations shall have been
delegated by the Board or any such committee thereof or as set forth in
these By-laws.
  
      SECTION 4.  Proxies in Respect of Stock or Other Securities of
Other Corporations.  The Board or any committee thereof shall designate the
officers of the Corporation who shall have authority from time to time to
appoint an agent or agents of the Corporation to exercise in the name and
on behalf of the Corporation the powers and rights which the Corporation may
have as

<PAGE>

the holder of stock or other securities in any other corporation or other
entity, and to vote or consent in respect of such stock or securities; such
designated officers may instruct the person or persons so appointed as to
the manner of exercising such powers and rights; and such designated
officers may execute or cause to be executed in the name and on behalf of
the Corporation and under its corporate seal, or otherwise, such written
proxies, powers of attorney or other instruments as they may deem necessary
or proper in order that the Corporation may exercise its said powers and
rights.
  
      SECTION 5.  Subject to Law and Certificate of Incorporation. 
All powers, duties and responsibilities provided for in these By-laws,
whether or not explicitly so qualified, are qualified by the provisions of
the Certificate and applicable laws.