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                                                                 EXHIBIT (3.5)

                                                                 June 14, 1988


                                 AMENDED BYLAWS
                                       OF
                         JONES MEDICAL INDUSTRIES, INC.

                                   ARTICLE I

                                    Offices

Section 1.01   Principal Office.  The principal office of the Corporation shall
               be located in St. Louis County, Missouri.

Section 1.02   Registered Office.  The registered office of the Corporation
               shall be located at 1209 Orange Street, Wilmington, New Castle
               County, Delaware. The name of the registered agent at such
               address is The Corporation Trust Company.

Section 1.03   Other Offices.  The Corporation may have any number of additional
               offices at such other places as the Board of Directors may from
               time to time determine, or as the affairs of the Corporation may
               require.

                                   ARTICLE 2
                            Meetings of Shareholders

Section 2.01   Place of Meetings.  All meetings of shareholders shall be held at
               the principal office of the Corporation or at such other place as
               shall be designated in the notice of the meeting.

Section 2.02   Annual Meeting.  The annual meeting of the shareholders of the
               Corporation shall be held on the second Monday of June of each
               year at such time as is designated in the notice of the meeting,
               for the purpose of electing directors of the Corporation and for
               the transaction of such other business as may be properly brought
               before the meeting.

Section 2.03   Substitute Annual Meeting.  If the annual meeting shall not be
               held on the day designated by these Bylaws, a substitute annual
               meeting shall be called by the Board of Directors as soon
               thereafter as is convenient. A meeting so called shall be
               designated and treated for all purposes as the annual meeting.

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Section 2.04   Special Meetings.  Special meetings of the shareholders may be
               called at any time by the Board of Directors or by the President
               of the Corporation. 

Section 2.05   Notice of Meetings.  Written or printed notice stating the place,
               date and hour of a meeting shall be delivered not less than ten
               (10) nor more than sixty (60) days before the date thereof,
               either personally or by mail, to each shareholder of record
               entitled to vote at such meeting, except as otherwise provided
               herein or as required from time to time by the General
               Corporation Law of the State of Delaware or the Certificate of
               Incorporation of the Corporation.

               In the case of an annual or substitute annual meeting, the notice
               of meeting need not specifically state the business to be
               transacted thereat unless it is a matter, other than the election
               of directors, on which the vote of shareholders is expressly
               required by the provisions of the General Corporation Law of the
               State of Delaware or the Certificate of Incorporation of the
               Corporation. In the case of a special meeting, the notice of the
               meeting shall specifically state the purpose or purposes for
               which the meeting is called.

               When a meeting is adjourned to another place, date or time,
               written notice need not be given of the adjourned meeting if the
               place, date, and time thereof are announced at the meeting at
               which the adjournment is taken; provided, however, that if the
               date of any adjourned meeting is more than thirty (30) days after
               the date for which the meeting was originally noticed, or if a
               new record date is fixed for the adjourned meeting, written
               notice of the place, date, and time of the adjourned meeting
               shall be given in conformity herewith. At any adjourned meeting,
               any business may be transacted which might have been transacted
               at the original meeting.

Section 2.06   Voting Lists.  At least ten (10) days before each meeting of
               shareholders, the Secretary of the Corporation shall prepare an
               alphabetical list of the shareholders entitled to vote at any
               such meeting, with the address of and the number of shares held
               by each, which list shall be kept on file at the principal 
               office of the Corporation for a period of ten days prior to such 
               meeting, and shall be subject to inspection by any shareholder at
               any time during the usual business hours of the Corporation.
               This list shall also be produced and kept open at the time and
               place of the meeting and shall be subject to inspection by any
               shareholder during the entire time of the meeting.

Section 2.07   Quorum.  At any meeting of the shareholders, a quorum shall be
               constituted if holders of a majority of the shares of stock of
               the Corporation are present in person or by proxy.

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               If a quorum shall fail to attend any meeting, the chairman of the
               meeting or the holders of a majority of the shares of the stock
               entitled to vote who are present, in person or by proxy, may
               adjourn the meeting to another place, date or time.

Section 2.08   Proxies.  Shares may be voted either in person or by one or more
               agents authorized by a written proxy executed by the shareholder
               or by his duly authorized attorney-in-fact. A proxy is not valid
               after three years from the date of its execution or such earlier
               or later time if the person executing the proxy specifies therein
               a shorter or longer length of time.

Section 2.09   Voting of Shares.  Each outstanding share shall be entitled to
               one vote on each matter submitted to a vote at a meeting of
               shareholders. The affirmative vote of a majority of the
               outstanding shares of stock, voting separately, at a meeting of
               shareholders at which a quorum is present shall be the act of the
               shareholders on that matter, unless the vote of a greater number
               is required by law or by the Certificate of Incorporation or
               Bylaws of this Corporation.

Section 2.10   Informal Action by Shareholders.  Any action which may be taken
               at a meeting of the shareholders may be taken without a meeting,
               without prior notice and without a vote, if a consent in writing,
               setting forth the action so taken, shall be signed by the
               shareholders of outstanding stock having not less than the
               minimum number of votes that would be necessary to authorize or
               to take such action at a meeting at which all shares entitled to
               vote thereon were present and voted and such consent shall be
               filed with the Secretary of the Corporation to be kept in the
               corporate minute book.

Section 2.11   Organization.  Such person as the Board of Directors may have
               designated or, in the absence of such a person, the highest
               ranking officer of the Corporation who is present shall call to
               order any meeting of the shareholders and act as chairman of the
               meeting. In the absence of the Secretary of the Corporation, the
               secretary of the meeting shall be such person as the chairman
               appoints.

Section 2.12   Conduct of Business.  The chairman of any meeting of shareholders
               shall determine the order of business and the procedure at the
               meeting, including such regulation of the manner of voting and
               the conduct of discussion as seem to him in order.


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                                   ARTICLE 3

                                   Directors

Section 3.01   General Powers.  The business and affairs of the Corporation
               shall be managed by the Board of Directors ("Board") or by such
               Executive Committees as the Board may establish pursuant to these
               Bylaws.

Section 3.02   Number, Term and Qualification.  The number of directors to
               constitute the Board of Directors of the Corporation shall be six
               (6). The number of directors to constitute the Board of Directors
               may be changed from time to time by amendment to the By-Laws by
               the Board. Subject to death, resignation or removal in the manner
               provided by law, each director shall hold office for a term of
               one year, provided however, if his successor is not elected after
               one year, then he shall hold office until his successor is duly
               elected and qualified.

Section 3.03   Election of Directors.  Except as provided in Section 3.04,
               directors shall be elected at each annual meeting of
               shareholders.

Section 3.04   Vacancies and Newly Created Directorships.  Vacancies occurring
               in the Board of Directors and newly created directorships
               resulting from any increase in the authorized number of directors
               may be filled by a majority vote of the remaining directors,
               though less than a quorum, or by the sole remaining director. 

                                   ARTICLE 4

                              Meeting of Directors

Section 4.01   Regular Meetings. A regular meeting of the Board of Directors
               shall be held immediately after, and at the same place as, the
               annual meeting of shareholders. In addition, the President may
               provide, or the Board of Directors may provide by resolution, the
               time and place, either at the Corporation's principal office or
               at such other location, for the holding of additional regular
               meetings.

Section 4.02   Special Meetings.  Special meetings of the Board of Directors may
               be called by or at the request of the President, or not less than
               forty percent (40%) of the directors then in office. Such
               meetings may be held either at the Corporation's principal office
               or at such other location, as indicated in the notice of the
               meeting. Unless otherwise indicated in the notice thereof, any
               and all business may be transacted at a special meeting.

Section 4.03   Notice of Meetings.  Regular meetings of the Board of Directors
               may be held without notice. The persons calling a special meeting
               of the Board of Directors


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               shall, at least three days before the meeting, give notice
               thereof by any usual means of communication. Such notice may be
               waived in writing and shall specify the purpose for which the
               meeting is called. Attendance by a director at a meeting shall
               constitute a waiver of notice of such meeting, except where a
               director attends a meeting for the express purpose of objecting
               to the transaction of any business because the meeting was not
               lawfully called.

Section 4.04   Presumption of Assent.  A director of the Corporation who is
               present at a meeting of the Board of Directors at which action on
               any corporate matter is taken shall be presumed to have assented
               to the action taken unless his contrary vote is recorded or his
               dissent is otherwise entered in the minutes of the meeting or
               unless he shall file his written dissent to such action with the
               person acting as the secretary of the meeting before the
               adjournment thereof or shall forward such dissent by registered
               mail to the Secretary of the Corporation immediately after the
               adjournment of the meeting. Such right to dissent shall not apply
               to a director who voted in favor of such action. 

Section 4.05   Quorum.  A majority of the entire Board of Directors shall
               constitute a quorum for the transaction of business at any
               meeting of the Board of Directors. If a quorum shall fail to
               attend any meeting, a majority of those present may adjourn the
               meeting to another place, date, or time without further notice or
               waiver thereof.

Section 4.06   Manner of Acting.  Except as otherwise provided herein, the vote
               of the majority of the directors present at a meeting at which a
               quorum is present shall be the act of the Board of Directors.
               Vacancies in the Board of Directors may be filled as provided in
               Section 3.04 of these Bylaws.

Section 4.07   Informal Action by Directors.  Action taken by the directors
               without a meeting is nevertheless the action of the Board of
               Directors, if written consent to the action in question is signed
               by all the directors and filed with the minutes of the
               proceedings of the Board of Directors, whether done before or
               after the action so taken.

Section 4.08   Committees.  The Board of Directors may appoint such committees
               with such members as it shall determine to be necessary, as
               specified in Article 5.

Section 4.09   Participation in Meetings by Conference Telephone.  Members of
               the Board of Directors, or of any committee thereof, may 
               participate in a meeting of such Board or committee by means of
               conference telephone or similar communications equipment that
               enables all persons participating in the meeting to hear each
               other.  Such participation shall constitute presence in person at
               such meeting.

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Section 4.10   Powers.  The Board of Directors may, except as reserved to the
               shareholders pursuant to the Certificate of Incorporation of the
               Corporation or as otherwise limited by applicable law, exercise
               all such powers and do all such acts and things as may be
               exercised or done by a corporation.

Section 4.11   Compensation of Directors.  Directors, as such, may receive,
               pursuant to resolution of the Board of Directors, fixed fees and
               other compensation for their services as directors, including,
               without limitation, their services as members of committees of
               the directors.

Section 4.12   Reports.  The Board of Directors shall furnish the shareholders
               with an annual report of the Corporation's business and quarterly
               financial reports.

                                   ARTICLE 5

                                   Committees

Section 5.01   Committees of the Board of Directors.  The Board of Directors, by
               action taken in accordance with Section 4.08, may from time to
               time designate one or more committees of the Board, with such
               lawfully delegable powers and duties as it thereby confers, to
               serve at the pleasure of the Board and shall, for those
               committees, elect directors to serve as members, designating, if
               it desires, other directors as alternative members who may
               replace any absent or disqualified member at a meeting of the
               committee.

Section 5.02   Conduct of Business.  Each committee may determine the procedural
               rules for meeting and conducting its business and shall act in
               accordance therewith, except as otherwise provided herein or
               required by law. Adequate provision shall be made for notice to
               members of all meetings; a simple majority of the members shall
               constitute a quorum; and all matters shall be determined by a
               majority vote of the members present. Action may be taken by any
               committee without a meeting if all members thereof consent
               thereto in writing, and the writing or writings are filed with
               the minutes of the proceedings of such committee.

Section 5.03   Vacancy.  Any vacancy occurring on a committee shall be filled by
               a majority vote of the directors at a regular or special meeting
               of the Board of Directors.

Section 5.04   Removal.  Any member of a committee may be removed at any time,
               with or without cause, by a majority vote of the directors.

Section 5.05   Minutes.  Each committee shall keep regular minutes of its
               proceedings and report the same to the Board when required.



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Section 5.06   Responsibility of Directors.  The designation of a committee and
               the delegation thereto of authority shall not operate to relieve
               the Board of Directors or any member thereof, of any
               responsibility or liability imposed upon it or him by law. If
               action taken by a committee is not thereafter formally considered
               by the Board, a director may dissent from such action by filing
               his written objection with the Secretary with reasonable
               promptness after learning of such action.

                                   ARTICLE 6

                                    Officers


Section 6.01   Number.  The Board of Directors may elect from its own number a
               Chairman. The Board shall also elect or appoint from time to time
               a President, a Secretary and such other officers as in its
               opinion are desirable for the conduct of the business of the
               Corporation. Any two or more offices may be held by the same
               person, except the offices of Chairman and Secretary.

Section 6.02   Election and Term.  The officers of the Corporation shall be
               elected or appointed by the Board of Directors. Such elections
               may be held at any regular or special meeting of the Board. Each
               officer shall hold office until his death, resignation,
               retirement, removal or disqualification, or until his successor
               is elected and qualifies.

Section 6.03   Removal.  Any officer or agent elected or appointed by the Board
               of Directors may be removed by the Board with or without cause;
               but such removal shall be without prejudice to the contract
               rights, if any, of the persons so removed.

Section 6.04   Compensation.  The compensation of all officers of the
               Corporation shall be fixed by the Board of Directors.

Section 6.05   Chairman.  The Chairman shall preside at all meetings of the
               directors and, in general, shall perform all duties incident to
               the office of Chairman and such other duties as may be prescribed
               by the Board of Directors from time to time.

Section 6.06   Secretary and Assistant Secretary.  The Secretary shall keep
               accurate records of the acts and proceedings of all meetings of
               shareholders and directors. He shall give all notices required by
               law and by these Bylaws. He shall have general charge of the
               corporate books and records and of the corporate seal, and he
               shall affix the corporate seal to any lawfully executed
               instrument requiring it. He shall have general charge of the
               stock transfer books of the Corporation and shall keep, at the
               registered or principal office of the Corporation, a record of
               the shareholders and the number and class of the shares held by
               each. He shall sign such instruments as may require his
               signature, and, in general, shall perform all



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               duties as may be assigned to him from time to time by the
               Chairman or by the Board of Directors. An Assistant Secretary may
               be appointed who shall render assistance to the Secretary in all
               the responsibilities hereinabove assigned.

Section 6.07   Treasurer and Assistant Treasurer.  The Treasurer shall have
               custody of all funds and securities belonging to the Corporation
               and shall receive, deposit or disburse the same under the
               direction of the Board of Directors. He shall keep full and
               accurate accounts of the finances of the Corporation in books
               especially provided for that purpose; he shall cause a true
               statement of its assets and liabilities as of the close of each
               fiscal year, and of the results of its operations and of changes
               in surplus for such fiscal year, all in reasonable detail, to be
               made and filed at the registered or principal office of the
               Corporation after the end of such fiscal year.

               The Treasurer shall also prepare and file all reports and returns
               required by federal, state or local law and shall generally
               perform all other duties incident to his office and such other
               duties as may be assigned to him from time to time by the
               Chairman or the Board of Directors. An Assistant Treasurer may be
               appointed who shall render assistance to the Treasurer in all the
               responsibilities hereinabove assigned.

Section 6.08   President.  The President shall be the chief executive officer of
               the Corporation. He shall be appointed by the Board and act under
               its direction and control. He shall be responsible for the
               general management and operation of the business of the
               Corporation, as established through policies directed by the
               Board, shall perform other duties properly required of him by the
               Board, and shall have additional power and authority delegated to
               him by the Board.

Section 6.09   Vice President.  Each Vice President shall perform such duties as
               the Board of Directors may prescribe. In the absence or
               disability of the President, the Vice President who has served in
               such capacity for the longest time shall perform the duties and
               exercise the powers of the President.

Section 6.10   Bonds.  The Board of Directors may, by resolution, require any or
               all officers, agents and employees of the Corporation to give a
               bond to the Corporation, with sufficient securities, conditioned
               on faithful performance of the duties of their respective offices
               or positions, and to comply with such other conditions as may
               from time to time be required by the Board of Directors.


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                                   ARTICLE 7

                         Contracts, Loans and Deposits



Section 7.01   Contracts.  The Board of Directors may authorize any officer or
               officers, agent or agents, to enter into any contract or execute
               and deliver any instrument on behalf of the Corporation, and such
               authority may be general or confined to specific instances.


Section 7.02   Loans.  No loans shall be contracted on behalf of the Corporation
               and no evidence of indebtedness shall be issued in its name
               unless authorized by a resolution of the Board of Directors. Such
               authority may be general or confined to specific instances.

Section 7.03   Checks and Drafts.  All checks, drafts or other orders for the
               payment of money issued in the name of the Corporation shall be
               signed by such officer or officers, agent or agents of the
               Corporation, and in such manner as shall from time to time be 
               determined by resolution of the Board of Directors.

Section 7.04   Deposits.  All funds of the Corporation not otherwise employed
               shall be deposited from time to time to the credit of the
               Corporation in such depositories as the Board of Directors shall
               direct.


                                   ARTICLE 8

               Indemnification of Directors, Officers and Others

Section 8.01   Scope of Indemnification.

               (a)   The Corporation shall indemnify any person who was or is a
               party or is threatened to be made a party to any threatened,
               pending or completed action, suit or proceeding, whether civil,
               criminal, administrative or investigative (other than an action
               by or in the right of the Corporation) by reason of the fact that
               he is or was a director, officer, employee or agent of the
               Corporation, or is or was serving at the request of the
               Corporation as a director, officer, employee or agent of another
               corporation, partnership, joint venture, trust or other
               enterprise, against expenses (including attorneys' fees),
               judgments, fines and amounts paid in settlement actually and
               reasonably incurred by him in connection with such suit, action
               or proceeding if he acted in good faith and in a manner he
               reasonably believed to be in or not opposed to the best interests
               of the Corporation, and, with respect to any criminal action or
               proceeding, had no reasonable cause to believe his conduct was
               unlawful. The termination of any action, suit or proceeding by
               judgment, order, settlement, conviction, or upon a 

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               plea of nolo contendere or its equivalent, shall not, of itself,
               create a presumption that the person did not act in good faith
               and in a manner which he reasonably believed to be in or not
               opposed to the best interests of the Corporation, and, with
               respect to any criminal action or proceeding, had reasonable
               cause to believe that his conduct was unlawful.

               (b)  The Corporation shall indemnify any person who was or is a
               party or is threatened to be made a party to any threatened,
               pending or completed action or suit by or in the right of the
               Corporation to procure a judgment in its favor by reason of the
               fact that he is or was a director, officer, employee or agent of
               the Corporation, or is or was serving at the request of the
               Corporation as a director, officer, employee or agent of another
               corporation, partnership, joint venture, trust or other
               enterprise, against expenses (including attorneys' fees) actually
               and reasonably incurred by him in connection with the defense or
               settlement of such action or suit if he acted in good faith and
               in a manner he reasonably believed to be in or not opposed to the
               best interests of the Corporation, and except that no
               indemnification shall be made in respect of any claim, issue or
               matter as to which such person shall have been adjudged to be
               liable to the Corporation unless, and only to the extent that,
               the Court of Chancery of the State of Delaware or the court in
               which such action or suit was brought shall determine upon
               application that, despite the adjudication of liability but in
               view of all the circumstances of the case, such person is fairly
               and reasonably entitled to indemnity for such expenses which the
               Court of Chancery or such other court shall deem proper.

               (c)  Expenses incurred by an officer or director in defending a
               civil or criminal action, suit or proceeding may be paid by the
               Corporation in advance of the final disposition of such action,
               suit or proceeding upon receipt of an undertaking by or on
               behalf of such director or officer to repay such amount if it
               shall ultimately be determined that he is not entitled to be
               indemnified by the Corporation as authorized in this Article.
               Such expenses incurred by other employees and agents may be so
               paid upon such terms and conditions, if any, as the Board of
               Directors deems appropriate.

               (d)  The indemnification and advancement of expenses provided
               herein shall not be deemed exclusive of any other rights to which
               those seeking indemnification and advancement of expenses may be
               entitled under any bylaw, agreement, vote of shareholders or
               disinterested directors or otherwise, both as to action in his
               official capacity and as to action in another capacity while
               holding such office.

Section 8.02   Insurance.  The Corporation may purchase and maintain insurance
               on behalf of any person who is or was a director, officer,
               employee or agent of the 


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               Corporation, or is or was serving at the request of the
               Corporation as a director, officer, employee or agent of another
               corporation, partnership, joint venture, trust or other
               enterprise against any liability asserted against him and
               incurred by him in any such capacity, or arising out of his
               status as such, whether or not the Corporation would have the
               power to indemnify him against such liability under the
               provisions of the General Corporation Law of the State of
               Delaware or of these By-Laws.

Section 8.03   Miscellaneous.

               (a)  The Corporation's indemnity of any person who is or was a
               director, officer, employee or agent of the Corporation, or is or
               was serving at the request of the Corporation as a director,
               officer, employee or agent of another corporation, partnership,
               joint venture, trust or other enterprise, shall be reduced by any
               amounts such person may collect as indemnification (i) under any
               policy of insurance purchased and maintain on his behalf by the
               Corporation, or (ii) from such other corporation, partnership,
               joint venture, trust or other enterprise.

               (b)  Nothing contained in this Article 8, or elsewhere in these
               By-Laws, shall operate to indemnify any director or officer if
               such indemnification is for any reason contrary to law, either as
               a matter of public policy, or under the provisions of the Federal
               Securities Act of 1933, the Securities Exchange Act of 1934, or
               any other applicable state or federal law.

               c)   For purposes of this Article 8, references to "the
               Corporation" include, in addition to the resulting or surviving
               corporation, all constituent corporations absorbed in a
               consolidation or merger which if its separate existence had
               continued, would have had power and authority to indemnify its
               directors, officers or employees, or agents, so that any person
               who is or was a director, officer, employee or agent of such
               constituent corporation, or is or was serving at the request of
               such constituent corporation as a director, officer, employee or
               agent of another corporation, partnership, joint venture, trust
               or other enterprise shall stand in the same position under the
               provisions of this Article 8 with respect to the resulting or
               surviving corporation as he would if he had served the resulting
               or surviving corporation in the same capacity.

               (d)   The indemnification and advancement of expenses provided by
               this Article 8 shall continue as to a person who has ceased to be
               a director, officer, employee or agent and shall inure to the
               benefit of the heirs, executors, and administrators of such a
               person.

               (e)   No amendment or repeal of this Article 8 shall apply to or
               have any affect on indemnification allowed or compelled with
               respect to any acts or omissions 


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               of an individual covered by this Article 8 which occur prior to
               such amendment or repeal of these provisions.

                                   ARTICLE 9

                    Certificates of Stock and Their Transfer

Section 9.01   Certificates for Shares. Certificates representing shares of the
               Corporation shall be issued, in such form as the Board of
               Directors shall determine, to every shareholder for the fully
               paid shares owned by him. These certificates shall be signed by
               the President or Vice President and the Secretary or Treasurer
               (or Assistant Secretary or Assistant Treasurer). Any and all
               signatures on the certificate may be a facsimile. The
               certificates shall be consecutively numbered or otherwise
               identified; and the name and address of the persons to whom they
               are issued, with the number of shares and date of issue, shall be
               entered on the stock transfer books of the Corporation.

Section 9.02   Transfer of Shares. Transfer of shares shall be made on the stock
               transfer books of the Corporation only upon surrender of the
               certificates for the shares sought to be transferred by the
               record holder thereof or by his duly authorized agent, transferee
               or legal representative. All certificates surrendered for
               transfer shall be cancelled before new certificates for the
               transferred shares shall be issued.

Section 9.03   Closing Transfer Books and Fixing Record Date. For the purpose of
               determining shareholders entitled to notice of or to vote at any
               meeting of shareholders or any adjournment thereof, or to express
               consent to corporate action in writing without a meeting, or
               entitled to receive payment of any dividend or other distribution
               of for any other proper purpose, the Board of Directors may
               provide that the stock transfer books shall be closed for a
               period stated but not to exceed, in any case, sixty days. If the
               stock transfer books shall be closed for the purpose of
               determining shareholders entitled to notice of or to vote at a
               meeting of the shareholders, such books shall be closed for at
               least ten days immediately preceding such meeting.

               In lieu of closing the stock transfer books, the Board of
               Directors may fix in advance a date as the record date for any
               such determination of shareholders, such record date in any case
               to be not more than sixty days, and in case of a meeting of
               shareholders, not less than ten days immediately preceding the
               date on which the particular action requiring such determination
               of shareholders is to be taken.

               If the stock transfer books are not closed and no record date is
               fixed for the determination of shareholders entitled to notice of
               or to vote at a meeting of


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                   shareholders, or shareholders entitled to receive
                   payment of a dividend, the date next preceding the day on
                   which notice of the meeting is mailed or the date on which
                   the resolution of the Board of Directors declaring such
                   dividend is adopted, as the case may be, shall be the record
                   date for such determination of shareholders.

   Section 9.04    Lost, Stolen or Destroyed Certificates.  The Board of
                   Directors may authorize the issuance of a new share
                   certificate in place of a certificate claimed to have been
                   lost, stolen, or destroyed, upon receipt of an affidavit of
                   such fact from the person claiming the loss, theft or
                   destruction.  When authorizing such issuance of a new
                   certificate, the Board may require the claimant to give the
                   Corporation a bond in such sum as it may direct to indemnify
                   the Corporation against loss from any claim with respect to
                   the certificate claimed to have been lost, stolen, or
                   destroyed; or the Board may, by resolution reciting that the
                   circumstances justify such action, authorize the issuance of
                   the new certificate without requiring such a bond.

   Section 9.05    Holder of Record.  The Corporation may treat as
                   absolute owner of shares the person in whose name the
                   shares stand of record on its books, just as if that person
                   has full competency, capacity and authority to exercise all
                   rights of ownership, irrespective of any knowledge or notice
                   to the contrary or any description indicating a
                   representative, pledge or other fiduciary relationship or
                   any reference to any other instrument or to the rights of
                   any other person appearing upon its record or upon the share
                   certificate, except that any person  furnishing to the
                   Corporation proof of his appointment as a fiduciary shall be
                   treated as if he were a holder of record of its shares.

                                  ARTICLE 10


                              General Provisions

   Section 10.01   Dividends.  The Board of Directors may from time to
                   time declare, and the Corporation may pay, dividends on
                   its outstanding shares in the manner and upon the terms and
                   conditions provided by law, and subject to the provisions of
                   its Certificate of Incorporation.

   Section 10.02   Seal.  The corporate seal of the Corporation shall
                   consist of a circle within which appears the name of
                   the Corporation and the state of incorporation.

   Section 10.03   Waiver of Notice.  Whenever any notice is required to
                   be given to any shareholder or director under the provisions
                   of the General Corporation Law of the State of Delaware
                   or under the provisions of the Certificate of Incorporation
                   or Bylaws of this Corporation, a waiver thereof in writing
                   signed by the person

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               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 person at a meeting shall constitute a
               waiver of notice of such meeting, except  when the person
               attends a meeting for the express purpose of objecting, at the
               beginning of the meeting, to the transaction of any business
               because the meeting was not lawfully called or convened.

Section 10.04  Fiscal Year.  The fiscal year of the Corporation shall be
               determined by resolution of the Board of Directors.

Section 10.05  Amendments.  These Bylaws may be amended or repealed and new
               Bylaws may be adopted by the affirmative vote of a majority of
               the Board of Directors of the Corporation.

Section 10.06  Facsimile Signatures.  Facsimile signatures of any officer or
               officers of the Corporation may be used whenever and as
               authorized by the Board of Directors or a committee thereof.

Section 10.07  Reliance upon Books, Reports and Records.  Each director, each
               member of any committee designated by the Board of Directors,
               and each officer of the Corporation shall, in the performance of
               his duties, be fully protected in relying in good faith upon the
               books of account or other records of the Corporation, including
               reports made to the Corporation by any of its officers, by an
               independent certified public accountant, or by an appraiser
               selected with reasonable care.

Section 10.08  Time Periods.  In applying any provision of these By-Laws which
               require that an act be done or not done a specified number of
               days prior to an event or that an act be done during a period of
               a specified number of days prior to an event, calendar days
               shall be used, the day of the doing of the act shall be excluded
               and the day of the event shall be included.

Section 10.09  Notices.  Whenever notice is required to be given to any
               shareholder, director, officer, or agent, such requirement
               shall not be construed to mean personal notice.  Such notice may
               in every instance be effectively given by depositing a writing
               in a post office or letter box, in a prepaid, sealed wrapper or
               envelope, or by dispatching a prepaid telegram, addressed to
               such shareholder, director, officer, or agent at his or her
               address as the same appears on the books of the Corporation. 
               The time when such notice is deposited or dispatched shall be
               the time of the giving of the notice.  

Section 10.10  Inconsistencies.  In the event of any inconsistencies Between
               any provisions of these By-Laws and any provisions of the
               Certificate of Incorporation of the



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               corporation or applicable statute, the Certificate of
               Incorporation or such statute shall control.






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