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                                                                     EXHIBIT 3.4

                          AMENDED AND RESTATED BYLAWS

                                       OF

                         DSC COMMUNICATIONS CORPORATION
                      (AS AMENDED AS OF OCTOBER 28, 1996)
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                          AMENDED AND RESTATED BYLAWS
                                       OF
                         DSC COMMUNICATIONS CORPORATION
                             A DELAWARE CORPORATION


                                    PREAMBLE

         These Bylaws are subject to, and governed by, the Delaware General
Corporation Law and the Certificate of Incorporation of DSC Communications
Corporation (the "Corporation").  In the event of a direct conflict between the
provisions of these Bylaws and the mandatory provisions of the Delaware General
Corporation Law or the provisions of the Certificate of Incorporation of the
Corporation, such provisions of the Delaware General Corporation Law or the
Certificate of Incorporation, as the case may be, will be controlling.


                             ARTICLE ONE:  OFFICES

         1.01    Registered Office and Agent.  The registered office and
registered agent of the Corporation shall be as designated from time to time by
the appropriate filing by the Corporation in the office of the Secretary of
State of the State of Delaware.

         1.02    Other Offices.  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 as the business of the Corporation
may require.


                     ARTICLE TWO:  MEETINGS OF STOCKHOLDERS

         2.01     Annual Meeting.  An annual meeting of stockholders of the
Corporation shall be held each calendar year on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting.  At such meeting and subject to the provisions in
these Bylaws, the stockholders shall elect directors and transact such other
business as may properly be brought before the meeting.

         2.02    Special Meeting.  Special meetings of stockholders of
the Corporation for any purpose or purposes may be called only by (i) the Board
of Directors pursuant to a resolution stating the purpose or purposes thereof
approved by a majority of the total number of Directors which the Corporation
would have if there were no vacancies (the "Whole Board"), or (ii) by the
Chairman of the Board of Directors of the Corporation.  Only such business
shall be transacted at a special meeting as may be stated or indicated in the
notice of such meeting.

         2.03    Place of Meetings.    The Board of Directors or the Chairman
of the Board, as the case may be, may designate the place of meeting for any
annual meeting or for any special meeting of the
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stockholders.  If no designation is so made, the place of meeting shall be the
principal office of the Corporation.

         2.04    Notice.  Written or printed notice stating the place, date,
and hour of each meeting of the stockholders and, in the case of a special
meeting, the purposes or purposes for which the meeting is called, shall be
given not less than ten or more than sixty (60) days before the date of the
meeting, either personally or by mail, by the Corporation.  Any previously
scheduled meeting of the stockholders may be postponed, and any special meeting
of the stockholders may be canceled, by resolution of the Board of Directors
upon public notice given prior to the date previously scheduled for such
meeting of stockholders.

         2.05    Voting List.  At least ten (10) days before each meeting of
stockholders, the Secretary shall prepare or cause to be prepared a complete
list of shareholders entitled to vote thereat, arranged in alphabetical order,
with the address of, and number of voting shares held by each.  For a period of
ten (10) days prior to such meeting, such list shall be kept on file at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of meeting, or, if not so specified, at the place where the
meeting is to be held and shall be subject to inspection by any stockholder
during ordinary business hours.  Such list shall be produced at such meeting
and kept at the meeting at all times during such meeting, and shall be subject
to inspection by any stockholder who is present.

              2.06        Quorum.  The holders of a majority of the outstanding
shares entitled to vote, present in person or by proxy at any meeting of
stockholders, shall constitute a quorum at such meeting, except as otherwise
provided by law, the Certificate of Incorporation, or these Bylaws.  If a
quorum shall not be present or represented at any meeting of stockholders, the
stockholders entitled to vote thereat who are present, in person or by proxy,
or, if no stockholder entitled to vote is present, any officer of the
Corporation may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or
represented.    In addition, The Chairman of the meeting may adjourn the
meeting from time to time, whether or not there is such a quorum.  At any
adjourned  meeting at which a quorum shall be present, in person or by proxy,
any business may be transacted which may have been transacted at the original
meeting had a quorum been present;  provided that if the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the adjourned meeting.

              2.07    Majority Vote; Withdrawal of a Quorum.  When a quorum is
present at any meeting, the vote of the holders of a majority of the
outstanding shares entitled to vote who are present, in person or by proxy,
shall decide any question brought before such meeting, unless the question is
one on which by express provision of statute, the Certificate of Incorporation,
or these Bylaws, a different vote is required, in which case such express
provision shall govern and control the decision of such question.  The
stockholders present at a duly constituted meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.





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         2.08    Method of Voting; Proxies.  Except as otherwise provided in
the Certificate of Incorporation or by law, each outstanding share, regardless
of class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of stockholders.    At all meetings of stockholders, a stockholder may
vote by proxy executed in writing (or in such manner prescribed by the General
Corporation Law of the State of Delaware (the "DGCL")) by the stockholder, or
by such person's duly authorized attorney in fact.

         2.09    Fixing Record Date; Procedure for Consents.

         (a)     In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, 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 other than stockholder action by written consent, the
Board of Directors may fix a record date, which shall not precede the date such
record date is fixed and shall not be more than sixty (60) days nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any such other action.  If no record date is fixed, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the
day on which notice is given.  The record date for any other purpose other than
stockholder action by written consent shall be at the close of business on the
day on which the Board of Directors adopts the resolution relating thereto.  A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

         (b)     In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the Board
of Directors, and which date shall not be more than ten (10) days after the
date upon which the resolution fixing the record date is adopted by the Board
of Directors.  Any stockholder of record seeking to have the stockholders
authorize or take corporate action by written consent shall, by written notice
to the Secretary, request the Board of Directors to fix a record date.  The
Board of Directors shall promptly, but in all events within ten (10) days after
the date on which such a request is received, adopt a resolution fixing the
record date.  If no record date has been fixed by the Board of Directors within
ten (10) days of the date on which such a request is received, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required
by applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of stockholders meetings are recorded,
to the attention of the Secretary of the Corporation.  Delivery shall be by
hand or by certified or registered mail, return receipt requested.  If no
record date has been fixed by the Board of Directors and prior action by the
Board of Directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action





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in writing without a meeting shall be at the close of business on the date on
which the Board of Directors adopts the resolution taking such prior action.

         (c)     In the event of the delivery to the Corporation of a written
consent or consents purporting to authorize or take corporate action and/or
related revocations (each such written consent and any revocation thereof is
referred to in this Section 2.09(c) as a "Consent"), the Secretary of the
Corporation shall provide for the safekeeping of such Consents and shall as
soon as practicable thereafter conduct such reasonable investigation as he or
she deems necessary or appropriate for the purpose of ascertaining the validity
of such Consents and all matters incident thereto, including, without
limitation, whether the holders of shares having the requisite voting power to
authorize or take the action specified in the Consents have given consent;
provided, however, that if the corporate action to which the Consents relate is
the removal or election of one or more members of the Board of Directors, the
Secretary of the Corporation shall designate an independent, qualified
inspector with respect to such Consents and such inspector shall discharge the
functions of the Secretary of the Corporation under this Section 2.09(c).  If
after such investigation the Secretary or the inspector (as the case may be)
shall determine that any action purportedly taken by such Consents has been
validly taken, that fact shall be certified on the records of the Corporation
kept for the purpose of recording the proceedings of meetings of the
stockholders and the Consents shall be filed with such records.  In conducting
the investigation required by this Section 2.09(c), the Secretary or the
inspector may, at the expense of the Corporation, retain to assist them special
legal counsel and any other necessary or appropriate professional advisors, and
such other personnel as they may deem necessary or appropriate.

         2.10    Conduct of Meeting.  The date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at a
meeting shall be announced at the meeting by the person presiding over the
meeting. The Board of Directors of the Corporation may adopt by resolution such
rules and regulations for the conduct of the meeting of stockholders as it
shall deem appropriate.  Except to the extent inconsistent with such rules and
regulations as adopted by the Board of Directors, the chairman of any meeting
of stockholders shall have the rights and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting.  Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the Corporation, their duly authorized
and constituted proxies or such other persons as the chairman of the meeting
shall determine; (iv) restrictions on entry to the meeting after the time fixed
for the commencement thereof; and (v) limitations on the time allotted to
questions or comments by participants.  Unless and to the extent determined by
the Board of Directors or the chairman of the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary
procedure.





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         2.11    Notice of Stockholder Business and Nominations.

         (a)     Annual Meetings of Stockholders.

                  (1) Nominations of persons for election to the Board of
         Directors of the Corporation and the proposal of business to be
         considered by the stockholders may be made at an annual meeting of
         stockholders (a) pursuant to the Corporation's notice of meeting
         delivered pursuant to Section 2.04 of these Bylaws, (b) by or at the
         direction of the Chairman or the Board of Directors or (c) by any
         stockholder of the Corporation who is entitled to vote at the meeting,
         who complied with the notice procedures set forth in clauses (2) and
         (3) of this paragraph (A) and this Section 2.11 and who was a
         stockholder of record at the time such notice is delivered to the
         Secretary of the Corporation.

                 (2)      For nominations or other business to be properly
         brought before an annual meeting by a stockholder pursuant to clause
         (c) of paragraph (A)(1) of this Section 2.11, the stockholder must
         have given timely notice thereof in writing to the Secretary of the
         Corporation and such other business must otherwise be a proper matter
         for stockholder action.  To be timely, a stockholder's notice shall be
         delivered to the Secretary at the principal executive offices of the
         Corporation not less  than seventy (70) days nor more than ninety (90)
         days prior to the first anniversary of the preceding year's annual
         meeting; provided, however, that in the event that the date of the
         annual meeting is advanced by more than twenty (20) days, or delayed
         by more than seventy (70) days, from such anniversary date, notice by
         the stockholder to be timely must be so delivered not earlier than the
         ninetieth day prior to such annual meeting and not later than the
         close of business on the later of the seventieth day prior to such
         annual meeting or the tenth day following the day on which public
         announcement of the date of such meeting is first made.  Such
         stockholder's notice shall set forth (a) as to each person whom the
         stockholder proposes to nominate for election or reelection as a
         director all information relating to such person that is required to
         be disclosed in solicitations of proxies for election of directors in
         an election contest, or is otherwise required, in each case pursuant
         to Regulation 14A under the Securities Exchange Act of 1934, as
         amended (the "Exchange Act") and Rule 14a-11 thereunder, including
         such persons's written consent to being named in the proxy statement
         as a nominee and to serving as a director if elected; (b) as to any
         other business that the stockholder proposes to bring before the
         meeting, a brief description of the business desired to be brought
         before the meeting, the reasons for conducting such business at the
         meeting and any material interest in such business of such stockholder
         and the beneficial owner, if any, on whose behalf the nomination or
         proposal is made; and (c) as to the stockholder giving the notice and
         the beneficial owners, if any, on whose behalf the nomination or
         proposal is made (i) the name and address of such stockholder, as they
         appear on the Corporation's books, and of such beneficial owner and
         (ii) the class and number of shares of the Corporation which are owned
         beneficially and of record by such stockholder and such beneficial
         owner.

                 (3)      Notwithstanding anything in the second sentence of
         paragraph (A)(2) of this Section 2.11 to the contrary, in the event
         that the number of directors to be elected to the Board of Directors
         of the Corporation is increased and there is no public announcement





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         naming all of the nominees for director or specifying the size of the
         increased Board of Directors made by the Corporation at least eighty
         (80) days prior to the first anniversary of the preceding year's
         annual meeting, a stockholder's notice required by this Section 2.11
         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 the Secretary at the principal executive offices of the Corporation
         not later than the close of business on the tenth day following the
         day on which such public announcement is first made by the
         Corporation.

         (B)     Special Meetings of Stockholders.  Only such business shall be
conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting pursuant to
Section 2.04 of these Bylaws.  Nominations of persons for election to the Board
of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (a)
by or at the direction of the Board of Directors or (b) by any stockholder of
the Corporation who is entitled to vote at the meeting, who complies with the
notice procedures set forth in this Section 2.11 and who is a stockholder of
record at the time such notice is delivered to the Secretary of the
Corporation.  In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any such stockholder may nominate a person or persons (as the case
may be), for election to such position(s) as are specified in the Corporation's
notice of meeting, if the stockholder's notice as required by paragraph (A)(2)
of this Section 2.11 shall be delivered to the Secretary at the principal
executive offices of the Corporation not earlier than the ninetieth day prior
to such special meeting and not later than the close of business on the later
of the seventieth day prior to such special meeting or the tenth day following
the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting.  In no event shall the public announcement of an adjournment of a
special meeting commence a new time period for the giving of a stockholder's
notice as described above.

         (C)     General.

                  (1) Only persons who are nominated in accordance with the
         procedures set forth in this Section 2.11 shall be eligible to serve
         as director and only such business shall be conducted at a meeting of
         stockholders as shall have been brought before the meeting in
         accordance with the procedures set forth in this Section 2.11.  Except
         as otherwise provided by law, the Certificate of Incorporation or
         these Bylaws, the chairman of the meeting shall have the power and
         duty to determine whether a nomination or any business proposed to be
         brought before the meeting was made in accordance with the procedures
         set forth in this Section 2.11 and if any proposed nomination or
         business is not in compliance with this Section 2.11, to declare that
         such defective proposal or nomination shall be disregarded.

                 (2)      For purposes of this Section 2.11, "public
         announcement" shall mean disclosure in a press release reported by the
         Dow Jones News Service, Associated Press or comparable national news
         service or in a document publicly filed by the Corporation with





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         the Securities and Exchange Commission pursuant to Section 13, 14 or
         15(d) of the Exchange Act.

                 (3)      Notwithstanding the foregoing provisions of this
         Section 2.11, a stockholder shall also comply with all applicable
         requirements of the Exchange Act and the rules and regulations
         thereunder with respect to the matters set forth in this Section 2.11.
         Nothing in this Section 2.11 shall be deemed to affect any rights of
         stockholders to request inclusion of proposals in the Corporation's
         proxy statement pursuant to Rule 14a-8 under the Exchange Act.

                           ARTICLE THREE:  DIRECTORS

         3.01    Management.  The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors, and subject to
the restrictions imposed by law, the Certificate of Incorporation, or these
Bylaws, the Board of Directors may exercise all the powers of the Corporation.

         3.02    Number; Qualification; Election; Term.  The number of
directors which shall constitute the entire Board of Directors shall be not
less than seven nor more than fifteen.  Within the limit above specified, the
number of directors shall be determined by resolution adopted by a majority of
the directors holding office at such time; provided, however, that no decrease
in the number of directors constituting the Board of Directors shall shorten
the term of any incumbent director.  None of the directors need be a
stockholder of the Corporation or a resident of the State of Delaware.  Each
director must have attained the age of majority.  In all elections of
directors, the persons receiving a plurality of the votes cast at any such
meeting in such election shall be elected if a quorum is present at such
meeting.

         The Board of Directors is divided into three classes, Class I, Class
II, and Class III.  Such classes shall be as nearly equal in number of
directors as possible.  Each director shall serve for a term ending on the
third annual meeting following the annual meeting at which such director was
elected; provided, that each director shall serve until a successor shall have
been elected and qualified, unless he shall resign, become disqualified,
disabled, or shall otherwise be removed.

         At each annual election of directors, the directors chosen to succeed
those whose terms then expire shall be of the same class as the directors they
succeed, unless, by reason of any intervening changes in the authorized number
of directors, the Board shall designate one or more directorships whose term
then expires as directorships of another class in order to more nearly achieve
equality of number of directors among the classes.

         Notwithstanding the rule that the three classes of directors shall be
as equal in number of directors as possible, in the event of any change in the
authorized number of directors, each director then continuing to serve as such
shall nevertheless continue as a director of the class of which he is a member
until the expiration of his current term, or his prior death, resignation or
removal.





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         Subject to the rights of holders of 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 of Directors
or a committee appointed by the Board of Directors or by any stockholder
entitled to vote in the election of directors generally.  However, any
stockholder entitled to vote in the election of directors generally may
nominate one or more persons for election as directors at an annual meeting or
special meeting called for that purpose only if written notice of such
stockholder's intent to make such nomination or nominations has been given,
either by personal delivery or by United States mail, postage prepaid, to the
Secretary of the Corporation not later than thirty (30) days prior to 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 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 be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (e) the consent of each nominee.

         3.03    Change in Number.  No decrease in the number of directors
constituting the entire Board of Directors shall have the effect of shortening
the term of any incumbent director.

         3.04    Vacancies.       Newly created directorships resulting from
any increase in the number of Directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or other
cause shall be filled by the affirmative vote of a majority of the remaining
Directors then in office, even though less than a quorum of the Board of
Directors, and not by the stockholders.  Any Director elected in accordance
with the preceding sentence shall hold office for the remainder of the full
term of the class of Directors in which the new directorship was created or the
vacancy occurred and until such Director's successor shall have been duly
elected and qualified.  No decrease in the number of Directors constituting the
Board of Directors shall shorten the term of any incumbent Director.

         3.05    Place of Meeting.  The directors may hold their meetings,
except as otherwise provided by law, in such place or places, within or without
the State of Delaware, as the Board of Directors may from time to time
determine or as shall be specified in the notice or waiver of notice of such
meeting.

         3.06    First Meeting.  Each newly elected Board of Directors may
hold its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as
each Annual Meeting of Stockholders, and no notice of such meeting shall be
necessary.





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         3.07    Election of Officers.  At the first meeting of the Board of
Directors after each Annual Meeting of Stockholders at which a quorum shall be
present, the Board of Directors shall elect the officers of the Corporation.

         3.08    Regular Meetings.  Regular meetings of the Board of Directors
shall be held at such times and places as shall be designated from time to time
by resolution of the Board of Directors.  Notice of such regular meetings shall
not be required.

         3.09    Special Meetings.  Special meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board, the President, or
by a majority of the Board of Directors then in office.

         3.10    Notice.  The Secretary shall give notice of each special
meeting to each director.  Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.

         3.11    Quorum; Majority Vote.  At all meetings of the Board of
Directors, a majority of the entire Board of Directors shall constitute a
quorum for the transaction of business, but if at any meeting of the Board of
Directors there be less than a quorum present, a majority of those present or
any director solely present may adjourn the meeting from time to time without
further notice if the time and place to which the meeting is adjourned are
announced at the meeting.  At any adjourned meeting at which a quorum is
present, any business may be transacted that may have been transacted at the
meeting originally called.  The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number is required by law, the
Certificate of Incorporation of these Bylaws.

         3.12    Procedure.  At meetings of the Board of Directors, business
shall be transacted in such order as from time to time the Board of Directors
may determine.  The Chairman of the Board, if such office has been filled, and,
if not or if the Chairman of the Board is absent or otherwise unable to act, a
chairman selected among the directors present shall preside.  The Secretary of
the Corporation shall act as the Secretary of the meetings of the Board of
Directors unless the Board of Directors appoints another person to act as
Secretary of the meeting.  The Board of Directors shall keep regular minutes of
its proceedings which shall be placed in the minute book of the Corporation.

         3.13    Compensation.  The Board of Directors shall have authority to
fix the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special meetings of the Board of
Directors or for other service to the corporation; provided, that nothing
contained herein shall be construed to preclude any director from serving the
Corporation in any other capacity or receiving compensation therefore.

         3.14    Telephone Meetings.  Members of the Board of Directors, and
members of any committee of the Board of Directors, may participate in and hold
a meeting of the Board of Directors, or such committee, by means of a
conference telephone or similar communications





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equipment by means of which persons participating in the meeting can hear each
other, and participation in such a meeting pursuant to this Section shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

         3.15    Action Without a Meeting.  Any action required or
permitted to be taken at a meeting of the Board of Directors, or any committee
thereof, may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors, or all of the
committee members, as the case may be, and such consent shall have the same
force and effect as a vote of such directors, or committee members, as the case
may be, at a meeting fully called and held and may be stated as such in any
articles or document filed with the Secretary of State of the State of Delaware
or in any certificate delivered to any person.

         3.16.  Removal.   Any Director may be removed from office only for
cause by the affirmative vote of the holders of at least a majority of the
voting power of all voting stock then outstanding, voting together as a single
class.

                 ARTICLE FOUR:  EXECUTIVE AND OTHER COMMITTEES

         4.01    Designation.  The Board of Directors may, by resolution
passed by a majority of the Whole Board, designate an executive and/or other
committees.

         4.02    Number; Qualification; Term.  Each committee shall consist of
one or more directors appointed by resolution adopted by a majority of the
entire Board of Directors.  The Board of Directors may designate one or more
directors as alternate members of any committee and such alternate members may
replace any absent or disqualified member at any meeting of that committee.
Further, in the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.  The number of committee members may be
increased or decreased from time to time by resolution adopted by a majority of
the entire Board of Directors.  Each committee member and alternate committee
member shall serve as such until the expiration of his term as a director or
his earlier resignation, unless sooner removed as a committee member, alternate
committee member, or director.

         4.03    Authority.  Each committee of the Board of Directors shall
have and may exercise only the authority granted to such committee in a
resolution adopted by a majority of the entire Board of Directors; provided
that no such committee shall have the authority of the Board of Directors in
reference to amending the Certificate of Incorporation, adopting an agreement
of merger or consolidation recommending to the stockholders the sale, lease, or
exchange of all or substantially all of the property and assets of the
corporation, recommending to the stockholders a dissolution of the corporation
or a revocation thereof, or amending, altering, or repealing these Bylaws or
adopting new Bylaws for the Corporation.





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<PAGE>   12
         4.04    Vacancies.  Any vacancy in any committee of the Board of
Directors may be filled by resolution passed by a majority of the Board of
Directors remaining in office.

         4.05    Regular Meetings.  Regular meetings of any committee of the
Board of Directors may be held without notice at such time and place as shall
be determined from time to time by such committee and communicated to all
members thereof.

         4.06    Special Meetings.  Special meetings of any committee of the
Board of Directors may be called by the Chairman of that committee or any
member thereof at anytime by giving notice to each member, either personally or
by mail, telephone or telegraph.

         4.07    Quorum.  A majority of the members of any committee of the
Board of Directors shall be necessary to constitute a quorum for the
transaction of business.  Any questions coming before any committee of the
Board of Directors shall be determined by a majority of those present.

         4.08    Procedure.  Each committee of the Board of Directors shall
keep minutes of its proceedings and report the same to the Board of Directors
at the Board of Directors' next meeting.  The minutes of the proceedings of
each such committee shall be placed in the minute book of the corporation.

         4.09    Removal.  Any member of any committee of the Board of
Directors may be removed by the Board of Directors by the affirmative vote of a
majority of the number of directors fixed in the manner provided in these
Bylaws whenever in the judgment of the Board of Directors the best interest of
the Corporation will be served thereby.

                             ARTICLE FIVE:  NOTICE

         5.01    Method.  Whenever by law, the Certificate of Incorporation, or
these Bylaws, notice is required to be given to any committee member, director
or stockholder and no provision is made as to how such notice shall be given,
such provision shall not be construed to mean personal notice, but any such
notice may be given (a) in writing, by mail, postage prepaid, addressed to such
member, director, or stockholder at his address as it appears on the books or,
in the case of a stockholder, the stock transfer records of the Corporation; or
(b) by any other method permitted by law (including but not limited to
telegram).  Any notice required or permitted to be given by mail shall be
deemed to be delivered and given at the time transmitted with all charges
prepaid and addressed as aforesaid.

         5.02    Waiver.  Whenever any notice is required to be given to any
committee member, stockholder, or director of the Corporation by law, the
Certificate of Incorporation, or these Bylaws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or
after the time stated therein shall be equivalent to the giving of such notice.
Attendance of a committee member, stockholder, or director at a meeting shall
constitute a waiver of notice of such meeting, except where such person attends
for the express purpose of objecting, at the beginning of





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the meeting, to the transaction of any business on the ground that the meeting
is not lawfully called or convened.


                             ARTICLE SIX:  OFFICERS

         6.01    Number; Titles; Term of Office.  The officers of the
Corporation shall be a Chairman of the Board and a Vice Chairman of the Board
(if the Board of Directors shall determine the election of such officers to be
appropriate), a President, one or more Vice Presidents (and, in the case of
each Vice President, with such descriptive title, if any, as the Board of
Directors shall determine), a Secretary, a Treasurer, and such other officers
as the Board of Directors may from time to time elect or appoint.  Each officer
shall hold office until his successor shall have been duly elected and shall
have qualified, until his death, or until he shall resign or shall have been
removed in the manner hereinafter provided.  Any two or more offices may be
held by the same person.  None of the officers need be a stockholder or a
director of the Corporation or a resident of the State of Delaware.

         6.02    Removal.  Any officer or agent elected or appointed by the
Board of Directors may be removed by the affirmative vote of a majority of the
Whole Board whenever in its judgment the best interest of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.  Election or appointment of an
officer or agent shall not of itself create contract rights.

         6.03    Vacancies.  Any vacancy occurring in an office of the
Corporation (by death, resignation, removal, or otherwise) may be filled by the
Board of Directors.

         6.04    Authority.  Officers shall have such authority and perform
such duties in the management of the Corporation as are provided in these
Bylaws or as may be determined by resolution of the Board of Directors not
inconsistent with these Bylaws.

         6.05    Compensation.  The compensation, if any, of the Corporation's
officers and agents shall be fixed from time to time by the Board of Directors
provided, however, that the Board of Directors may, in its discretion, delegate
the authority to fix compensation of the Corporation's officers and agents to a
Committee of the Board and, provided further, that the President of the
Corporation may fix the salaries of the Corporation's officers (other than
himself) and agents if the Board of Directors and/or any Committee designated
by the Board of Directors fails to do so.

         6.06    Chairman of the Board.  The Chairman of the Board, if one is
elected by the Board of Directors, shall preside at all meetings of the Board
of Directors and shall have such additional powers and duties as may be
assigned to him by the Board of Directors.

         6.07    Vice Chairman of the Board.  The Vice Chairman of the Board,
if one is elected by the Board of Directors, shall have such powers and duties
as may be assigned to him by the Board of Directors.





                                       12
<PAGE>   14
         6.08    President.  The President shall be the chief executive and
operating officer of the Corporation and, subject to the Board of Directors, he
shall have general executive charge, management and control of the properties
and operations of the Corporation in the ordinary course of its business, with
all such powers with respect to such properties and operations as may be
reasonably incident to such responsibilities.  The President shall also be the
chief administrative officer of the Corporation and, subject to the Board of
Directors, shall have charge of the actual day-to-day operations and
management of the corporation and its properties, with all such powers with
respect to such properties and operations as may be reasonably incident to such
responsibilities.  He shall preside at all meetings of stockholders.  He may
agree upon and execute all division and transfer orders, bonds, contracts, and
other obligations in the name of the Corporation, and he may sign all
certificates for shares of stock of the Corporation.

         6.09    Vice Presidents.  Each Vice President shall have such powers
and duties as may be assigned to him by the Board of Directors or the Chairman
of the Board, and (in such order as is determined by the Board of Directors or,
in the absence of such a determination, as determined by the length of time
they have held the office of Vice President) shall exercise the powers of the
President during that officer's absence or inability to act.  As between the
Corporation and third parties, any action taken by a Vice President in the
performance of the duties of the President shall be conclusive evidence of the
absence or inability to act of the President at the time such action was taken.

         6.10    Treasurer.  The Treasurer shall have custody of the
Corporation's funds and securities, shall keep full and accurate account of
receipts and disbursements, shall deposit all monies and valuable effects in
the name and to the credit of the Corporation in such depository or
depositories as may be designated by the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors, the Chairman
of the Board, or the President.

         6.11    Assistant Treasurers.  Each Assistant Treasurer shall have
such power and duties as may be assigned to him by the Board of Directors, the
Chairman of the Board, or the President.  The Assistant Treasurers (in such
order as is determined by the Board of Directors or, in the absence of such a
determination, as determined by the length of time they have held the office of
Assistant Treasurer) shall exercise the powers of the Treasurer  during that
officer's absence or inability to act.

         6.12    Secretary.  Except as otherwise provided in these Bylaws, the
Secretary shall keep the minutes of all meetings of the Board of Directors and
of the stockholders in books provided for that purpose, and he shall attend to
the giving and service of all notices.  He may sign with the Chairman of the
Board or President all certificates for shares of stock of the corporation, and
he shall have charge of the certificate books, transfer books, and stock papers
as the Board of Directors may direct, all of which shall at all reasonable
times be open to inspection by any director upon  application at the office of
the Corporation during business hours.  He shall in general perform all duties
incident to the office of the Secretary, subject to the control of the Board of
Directors, the Chairman of the Board, and the President.





                                       13
<PAGE>   15
         6.13    Assistant Secretaries.  Each Assistant Secretary shall have
such powers and duties as may be assigned to him by the Board of Directors, the
Chairman of the Board, or the president.  The Assistant Secretaries (in such
order as is determined by the Board of Directors or, in the absence of such a
determination, as determined by the length of time they have held the office of
Assistant Secretary) shall exercise the powers of the Secretary during that
officer's absence or inability to act.

              ARTICLE SEVEN:  STOCK CERTIFICATES AND STOCKHOLDERS

         7.01    Certificates for Shares.  Certificates for shares of stock of
the Corporation shall be in such form as shall be shall be approved by the
Board of Directors.  The certificates shall be signed by the Chairman of the
Board or the President or a Vice President and also by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer.  Any and all
signatures on the certificate may be a facsimile and each such certificate may
be sealed with the seal of the Corporation or a facsimile thereof.  In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate has ceased to be such officer,
transfer agent, or registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer
transfer agent, or registrar at the date of issue.  The certificates shall be
consecutively numbered and shall be entered in the books of the corporation as
they are issued and shall exhibit the holder's name and the number of shares.

         7.02    Replacement of Lost or Destroyed Certificates.  The Board of
Directors may direct a new certificate or certificates representing shares of
stock be issued in place of a certificate or certificates representing shares
of stock theretofore issued by a Corporation and alleged to have been lost or
destroyed upon the making of an affidavit of that fact by the person claiming
the certificate or certificates representing shares of stock that was or were
lost 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 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 of a
surety or sureties satisfactory to the Corporation in such sum as it may direct
as indemnity against any claim, or expense resulting from a claim, that may be
made against the Corporation with respect to the certificate or certificates
alleged to have been lost or destroyed.

         7.03    Transfer of Shares.  Shares of stock of the Corporation shall
be transferable only on the books of the corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives.  Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment, or authority to transfer, the Corporation or its
transfer agent shall, subject to any applicable restrictions on transfer duly
noted thereon, issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction upon its books.

         7.04    Registered Stockholders.  The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be





                                       14
<PAGE>   16
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 law.

         7.05    Regulations.  The Board of Directors shall have the power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer, and registration or the replacement of
certificates for shares of stock of the Corporation.

         7.06    Legends.  The Board of Directors shall have the power and
authority to provide that the certificates representing shares of stock bear
such legends as the Board of Directors deem appropriate to assure that the
Corporation does not become liable for violations of federal or state
securities laws or other applicable law.

                        ARTICLE EIGHT:  INDEMNIFICATION

         8.01    Right to Indemnification.  The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person (an "Indemnitee") who
was or is made or is threatened to be made a party or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director or officer of the
Corporation or, while a director or officer of the Corporation is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another Corporation or of a partnership, joint venture trust,
enterprise or nonprofit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses (including
attorneys' fees) reasonably incurred by such Indemnitee.  Notwithstanding the
preceding sentence, except as otherwise provided in Section 8.03, the
Corporation shall be required to indemnify an Indemnitee in connection with a
proceeding (or part thereof) commenced by such Indemnitee only if the
commencement of such proceeding (or part thereof) by the Indemnitee was
authorized by the Board of Directors of the Corporation.

         8.02    Prepayment of Expenses.  The Corporation shall pay the
expenses (including attorneys' fees) incurred by an Indemnitee in defending any
proceeding in advance of its final disposition, provided, however, that, to the
extent required by law, such payment of expenses in advance of the final
disposition of the proceeding shall be made only upon receipt of an
undertaking by the Indemnitee to repay all amounts advanced if it should be
ultimately determined that the Indemnitee is not entitled to be indemnified
under this Article VIII or otherwise.

         8.03    Claims.  If a claim for indemnification or payment of expenses
under this Article VIII is not paid in full within sixty (60) days after a
written claim therefor by the Indemnitee has been received by the Corporation,
the Indemnitee may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim.  In any such action the Corporation shall have the
burden of proving that the Indemnitee is not entitled to the requested
indemnification or payment of expenses under applicable law.





                                       15
<PAGE>   17
         8.04    Nonexclusivity of Rights.  The rights conferred on any
Indemnitee by this Article VIII shall not be exclusive of any other rights
which such Indemnitee may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, these by-laws, agreement, vote
of stockholders or disinterested directors or otherwise.

         8.05    Other Sources.  The Corporation's obligation, if any, to
indemnify or to advance expenses to any Indemnitee who was or is serving at its
request as a director, officer, employee or agent of another Corporation,
partnership, joint venture, trust, enterprise or nonprofit entity shall be
reduced by any amount such Indemnitee may collect as indemnification or
advancement of expenses from such other Corporation, partnership, joint
venture, trust, enterprise or non-profit enterprise.

         8.06    Amendment or Repeal.  Any repeal or modification of the
foregoing provisions of this Article VIII shall not adversely affect any right
or protection hereunder of any Indemnitee in respect of any act or omissions
occurring prior to the time of such repeal or modification.

         8.07    Other Indemnification and Prepayment of Expenses.  This
Article VIII shall not limit the right of the Corporation, to the extent and in
the manner permitted by law, to indemnify and to advance expenses to persons
other than Indemnitees when and as authorized by appropriate corporate action.

                    ARTICLE NINE:  MISCELLANEOUS PROVISIONS

         9.01    Dividends.  Subject to provisions of law and the Certificate
of Incorporation, dividends may be declared by the Board of Directors at any
regular or special meeting and may be paid in cash, in property, or in
securities of the Corporation.  Such declaration and payment shall be at the
discretion of the Board of Directors.

         9.02    Reserves.  There may be created by the Board of Directors out
of funds of the Corporation legally available therefor such reserve or reserves
as the directors from time to time, in their discretion, consider proper to
provide for contingencies, to equalize dividends, to repair or maintain any
property of the Corporation, or for such other purpose as the Board of
Directors shall consider beneficial to the Corporation, and the Board of
Directors may modify or abolish any such reserve in the manner in which it was
created.

         9.03    Books and Records.  The Corporation shall keep correct and
complete books and records of account, shall keep minutes of the proceedings of
its stockholders, Board of Directors, and any committee of the Board of
Directors, and shall keep at its registered office or principal place of
business, a record of its stockholders, giving the name and address of all
stockholders and the number and class of the shares held by each.

         9.04    Fiscal Year.  The fiscal year of the Corporation shall be
fixed by the Board of Directors; provided, that if such fiscal year is not
fixed by the Board of Directors it shall be the calendar year.





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<PAGE>   18
         9.05    Seal.  The seal of the Corporation shall be such as from time
to time may be approved by the Board of Directors.

         9.06    Resignation.  Any committee member or director may resign by
so stating at any meeting of the Board of Directors or any committee member,
director or officer may resign by giving written notice to the Board of
Directors, the Chairman of the Board, the President, or the Secretary.  Such
resignation shall take effect at the time specified therein, or immediately if
no time is specified therein.  Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

         9.07    Securities of Other Corporations.  The Chairman of the Board,
the President or any other officer of the Corporation that the Board of
Directors may designate from time to time shall have the power and authority to
transfer, endorse for transfer, vote, and take any other action with respect to
any securities of another issuer which may be held or owned by the Corporation
and to make, execute, and deliver any waiver, proxy, or consent with respect to
any such securities.

         9.08    Amendments of Bylaws.  The Bylaws may be altered or repealed
and new Bylaws may be adopted (1) at any annual or special meeting of
stockholders by the affirmative vote of the holders of a majority of the voting
power of the stock issued and outstanding and entitled to vote thereat,
provided, however, that any proposed alteration or repeal of, or the adoption
of any Bylaw inconsistent with, Section 2.02 or  2.11 of Article II or Section
3.02 or 3.04 of Article III of the Bylaws by the stockholders shall require the
affirmative vote of the holders of at least 80% of the voting power of all
voting stock then outstanding, voting together as a single class, and provided,
further, however, that, in the case of any such stockholder action at a special
meeting of stockholders, notice of the proposed alteration, repeal or adoption
of the new Bylaw or Bylaws must be contained in the notice of such special
meeting, or (2) by the affirmative vote of a majority of the Whole Board.

         9.09    Invalid Provisions.  If any part of these Bylaws shall be held
invalid or inoperative for any reason, the remaining parts, so far as it is
possible and reasonable, shall remain valid and operative.

         9.10    Headings.   The Headings used in these Bylaws have been
inserted for administrative convenience only and do not constitute matter to be
construed in interpretation.

         9.11    References.  Whenever herein the singular number is used, the
same shall include the plural where appropriate and words of any gender shall
include each other gender where appropriate.





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