<PAGE 1>
Exhibit 3(ii)
_____________


BY-LAWS

OF

KING WORLD PRODUCTIONS, INC.

(Amended and Restated as of June 25, 1997)


ARTICLE I

Stockholders

          Section 1.1  ANNUAL MEETINGS.  (a)  An annual meeting of 
stockholders shall be held for the election of directors at such date, time 
and place either within or without the State of Delaware as may be designated 
by the Board of Directors from time to time.  At any such annual meeting any 
business properly brought before the meeting may be transacted.

          (b)     To be properly brought before an annual meeting, business 
must be (i) specified in the notice of the meeting (or any supplement thereto) 
given by or at the direction of the chairman of the meeting or the Board of 
Directors, (ii) otherwise properly brought before the meeting by or at the 
direction of the chairman of the meeting or the Board of Directors or (iii) 
otherwise properly brought before the meeting by a stockholder.  For business 
to be properly brought before an annual meeting by a stockholder, the 
stockholder must have given written notice thereof, either by personal 
delivery or by United States mail, postage prepaid, to the Secretary of the 
Corporation, not more than 120 days or less than 90 days in advance of the 
anniversary date of the immediately preceding annual meeting.  Any such notice 
shall set forth as to each matter the stockholder proposes to bring before the 
annual meeting (i) a brief description of the business desired to be brought 
before the meeting and the reasons for conducting such business at the meeting 
and in the event that such business includes a proposal to amend either the 
Certificate of incorporation or By-laws of the Corporation, the language of 
the proposed amendment, (ii) the name and address of the stockholder proposing 
such business, (iii) 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 propose such 
business, (iv) any material interest of the stockholder in such business and 
(v) if the stockholder intends to solicit proxies in support of such 
stockholder's proposal, a representation to that effect.  No business shall be 
conducted at an annual meeting of stockholders except in accordance with this 
Section 1.1(b), and chairman of the meeting may refuse to permit any business 
to be brought 
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before an annual meeting without compliance with the foregoing procedures or 
if the stockholder solicits proxies in support of such stockholder's proposal 
without such stockholder having made the representation required by clause (v) 
of the preceding sentence."

          Section 1.2  SPECIAL MEETINGS.  Except as otherwise required by law 
and subject to the rights of the holders of any class or series of stock 
having a preference over the Common Stock as to dividends or upon liquidation, 
special meetings of the stockholders for any purpose or purposes may be called 
only by the Chairman of the Board, the President, or a majority of the entire 
Board of Directors.  Only such business as is specified in the notice of any 
special meeting of the stockholders shall come before such meeting.

          Section 1.3  NOTICE OF MEETINGS.  Whenever stockholders are required 
or permitted to take any action at a meeting, a written notice of the meeting 
shall be given which shall state the place, date and hour of the meeting, and, 
in the case of a special meeting, the purpose or purposes for which the 
meeting is called.  Unless otherwise provided by law, the written notice of 
any meeting shall be given not less than ten nor more than sixty days before 
the date of the meeting to each stockholder entitled to vote at such meeting.  
If mailed, such notice shall be deemed to be given when deposited in the 
United States mail, postage prepaid, directed to the stockholder at such 
stockholder's address as it appears on the records of the Corporation.

          Section 1.4  ADJOURNMENTS.  Any meeting of stockholders, annual or 
special, may adjourn from time to time to reconvene at the same or some other 
place, and notice need not be given of any such adjourned meeting if the time 
and place thereof are announced at the meeting at which the adjournment is 
taken.  At the adjourned meeting the Corporation may transact any business 
which might have been transacted at the original meeting.  If the adjournment 
is for more than thirty days, or if after the adjournment a new record date is 
fixed for the adjourned meeting, a notice of the adjourned meeting shall be 
given to each stockholder of record entitled to vote at the meeting.

          Section 1.5  QUORUM.  At each meeting of stockholders, except where 
otherwise provided by law or the certificate of incorporation or these 
By-laws, the holders of a majority of the outstanding shares of each class of 
stock entitled to vote at the meeting, present in person or represented by 
proxy, shall constitute a quorum.  For purposes of the foregoing, two or more 
classes or series of stock shall be considered a single class if the holders 
thereof are entitled to vote together as a single class at the meeting.  In 
the absence of a quorum the stockholders so present may, by majority vote, 
adjourn the meeting from 
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time to time in the manner provided by Section 1.4 of these By-laws until a 
quorum shall attend. Shares of its own capital stock belonging on the record 
date for the meeting to the Corporation or to another corporation, if a 
majority of the shares entitled to vote in the election of directors of such 
other corporation is held, directly or indirectly, by the Corporation, shall 
neither be entitled to vote nor be counted for quorum purposes; provided, 
however, that the foregoing shall not limit the right of the Corporation to 
vote stock, including but not limited to its own stock, held by it in a 
fiduciary capacity.

          Section 1.6  ORGANIZATION.  Meetings of stockholders shall be 
presided over by the Chairman of the Board, if any, or in the absence of the 
Chairman of the Board by the Vice Chairman of the Board, if any, or in the 
absence of the Vice Chairman of the Board by the President, or in the absence 
of the President by a Vice President, or in the absence of the foregoing 
persons by a chairman designated by the Board of Directors, or in the absence 
of such designation by a chairman chosen at the meeting. The Secretary, or in 
the absence of the Secretary an Assistant Secretary, shall act as secretary of 
the meeting, but in the absence of the Secretary and any Assistant Secretary 
the chairman of the meeting may appoint any person to act as secretary of the 
meeting.

          Section 1.7  VOTING; PROXIES.  Unless otherwise provided in the 
Certificate of Incorporation, each stockholder entitled to vote at any meeting 
of stockholders shall be entitled to one vote for each share of stock held by 
such stockholder which has voting power upon the matter in question.  Each 
stockholder entitled to vote at a meeting of stockholders may authorize 
another person or persons to act for such stockholder by proxy, but no such 
proxy shall be voted or acted upon after three years from its date, unless the 
proxy provides for a longer period. A duly executed proxy shall be irrevocable 
if it states that it is irrevocable and if, and only as long as, it is coupled 
with an interest sufficient in law to support an irrevocable power.  A 
stockholder may revoke any proxy which is not irrevocable by attending the 
meeting and voting in person or by filing an instrument in writing revoking 
the proxy or another duly executed proxy bearing a later date with the 
Secretary of the Corporation.  Unless required by law or determined by the 
chairman of the meeting to be advisable, the vote on any matter, including the 
election of directors, need not be by written ballot. In the case of a vote by 
written ballot, each ballot shall be signed by the stockholder voting, or by 
such stockholder's proxy, and shall state the number of shares voted. Either 
the Board of Directors or, in the absence of a designation of inspectors by 
the Board, the chairman of any meeting of stockholders may, in its or such 
person's discretion, appoint two or more inspectors to act at any meeting of 
stockholders.  Such inspectors shall perform such 
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duties as shall be specified by the Board or the chairman of the meeting.  
Inspectors need not be stockholders. No director or nominee for the office of 
director shall be appointed such inspector.  At all meetings of stockholders 
for the election of directors a plurality of the votes cast shall be 
sufficient to elect.  With respect to other matters, unless otherwise provided 
by law or by the Certificate of Incorporation or these By-laws, the 
affirmative vote of the holders of a majority of the shares of all classes of 
stock present in person or represented by proxy at the meeting and entitled to 
vote on the subject matter shall be the act of the stockholders.  Where a 
separate vote by class is required, the affirmative vote of the holders of a 
majority of the shares of each class present in person or represented by proxy 
at the meeting shall be the act of such class, except as otherwise provided by 
law or by the Certificate of Incorporation or these By-laws.

          Section 1.8  ACTION BY WRITTEN CONSENT.  (a) Unless otherwise 
provided in the Certificate of Incorporation, any action required to be taken 
at any annual or special meeting of stockholders of the Corporation, or any 
action which may be taken at any annual or special meeting of such 
stockholders, 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 holders of outstanding stock having not less than the minimum 
number of votes that would be necessary to authorize or take such action at a 
meeting at which all shares entitled to vote thereon were present and voted.  
Prompt notice of the taking of the corporate action without a meeting by less 
than unanimous written consent shall be given to those stockholders who have 
not consented in writing.

          (b)     Consents to corporate action shall be valid for a maximum of 
60 days after the date of the earliest dated consent delivered to the 
Corporation in the manner provided in Section 228(c) of the Delaware General 
Corporation Law.  Consents may be revoked by written notice (i) to the 
Corporation, (ii) to the stockholder or stockholder soliciting consents or 
soliciting revocations in opposition to action by consent (the "Soliciting 
Stockholders"), or (iii) to a proxy solicitor or other agent designated by the 
Corporation or the Soliciting Stockholders.

          (c)     Within ten business days after receipt of the earliest dated 
consent delivered to the Corporation in the manner provided in Section 228(c) 
of the Delaware General Corporation Law or the determination by the Board of 
Directors of the Corporation that the Corporation should seek corporate action 
by written consent, as the case may be, the Secretary of the Corporation shall 
engage nationally recognized independent inspectors of elections for the 
purpose of performing a ministerial review of the validity of the consents and 
revocations.  The cost of 
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retaining inspectors of elections shall be borne by the Corporation.

          (d)     Following appointment of the inspectors, consents and 
revocations shall be delivered to the inspectors upon receipt by the 
Corporation, the Soliciting Stockholder or their proxy solicitors or other 
designated agents.  As soon as practicable following the earlier of (i) the 
receipt by the inspectors, a copy of which shall be delivered to the 
Corporation, of any written demand by the Soliciting Stockholders, or (ii) 60 
days after the date of the earliest dated consent delivered to the Corporation 
in the manner provided in Section 228(c) of the Delaware General Corporation 
Law, the inspectors shall issue a preliminary report to the Corporation and 
the Soliciting Stockholders stating the number of valid and unrevoked consents 
and whether, based on their preliminary count, the requisite number of valid 
and unrevoked consents has been obtained to authorize or take the action 
specified in the consents.

          (e)     Unless the Corporation and the Soliciting Stockholders shall 
agree to a shorter or longer period, the Corporation and the Soliciting 
Stockholders shall have 48 hours to review the consents and revocations and to 
advise the inspectors and the opposing party in writing as to whether they 
intend to challenge the preliminary report of the inspectors.  If no written 
notice of an intention to challenge the preliminary report is received within 
48 hours after the inspectors' issuance of the preliminary report, the 
inspectors shall issue to the Corporation and the Soliciting Stockholders 
their final report containing the information from the inspectors' 
determination with respect to whether the requisite number of valid and 
unrevoked consents was obtained to authorize and take the action specified in 
the consents.  If the Corporation or the Soliciting Stockholders issue written 
notice of an intention to challenge the inspectors' preliminary report within 
48 hours after the issuance of that report, a challenge session shall be 
scheduled by the inspectors as promptly as practicable.  Following completion 
of the challenge session, the inspectors shall as promptly as practicable 
issue their final report to the Soliciting Stockholders and the Corporation, 
which report shall contain the information included in the preliminary report, 
plus any change in the vote total as a result of the challenge and a 
certification of whether the requisite number of valid and unrevoked consents 
was obtained to authorize or take the action specified in the consents.

          Section 1.9  FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF 
RECORD.  In order that the Corporation may determine the stockholders entitled 
to notice of or to vote at any meeting of stockholders or any adjournment 
thereof, or entitled to receive payment of any dividend or other distribution 
or allot-
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ment of any rights, or entitled to exercise any rights in respect of any 
change, conversion or exchange of stock or for the purpose of any other lawful 
action, the Board of Directors may fix, in advance, a record date, which shall 
not be more than sixty nor less than ten days before the date of such meeting, 
nor more than sixty days prior to any other action.  If no record date is 
fixed, (1) the record date for determining stockholders entitled to notice of 
or to vote at a meeting of stockholders shall be at the close of business on 
the day next preceding the day on which notice is given, or, if notice is 
waived, at the close of business on the day next preceding the day on which 
the meeting is held, and (2) the record date for determining stockholders for 
any other purpose shall be at the close of business on the day on which the 
Board 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 may 
fix a new record date for the adjourned meeting.

          Notwithstanding any inconsistent provision which may be contained in 
these By-Laws, 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 on which the resolution fixing the record date is adopted by the 
Board of Directors, and which date shall not be more than ten days after the 
date upon which the resolution fixing the record date is adopted by the Board 
of Directors.  Any stockholder of record seeking to have the stockholders 
authorize or take corporate action by written consent shall, by written notice 
to the Secretary of the Corporation, request the Board of Directors to fix a 
record date.  The Board of Directors shall thereafter promptly, but in all 
events within ten 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 days of the date upon 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 any 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 a 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 in writing without a 
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meeting shall be at the close of business on the date on which the Board of 
Directors adopts the resolution taking such prior action."

          Section 1.10  LIST OF STOCKHOLDERS ENTITLED TO VOTE.  The Secretary 
shall prepare and make, at least ten days before every meeting of 
stockholders, a complete list of the stockholders entitled to vote at the 
meeting, arranged in alphabetical order, and showing the address of each 
stockholder and the number of shares registered in the name of each 
stockholder.  Such list shall be open to the examination of any stockholder, 
for any purpose germane to the meeting, during ordinary business hours, for a 
period of at least ten days prior to the meeting, either at a place within the 
city where the meeting is to be held, which place shall be specified in the 
notice of the meeting, or, if not so specified, at the place where the meeting 
is to be held.  The list shall also be produced and kept at the time and place 
of the meeting during the whole time thereof and may be inspected by any 
stockholder who is present.


ARTICLE II

Board of Directors

          Section 2.1  GENERAL POWERS.  The business and affairs of the 
Corporation shall be managed by or under the direction of the Board of 
Directors, which may exercise all such powers of the corporation and do all 
such lawful acts and things as are not by law or by the certificate of 
incorporation of the corporation directed or required to be exercised or done 
by the stockholders.

          Section 2.2  NUMBER, QUALIFICATION AND ELECTION.  Except as 
otherwise fixed by or pursuant to the provisions of Article IV of the 
Certificate of Incorporation of the Corporation relating to the rights of the 
holders of any class or series of stock having preference over the Common 
Stock as to dividends or upon liquidation, the number of the directors of the 
Corporation shall be eight (8), but, by vote of a majority of the entire Board 
of Directors, the number thereof may be increased without limit, or decreased 
to not less than three (3), by amendment to this Section 2.2.

          The directors, other than those who may be elected by the holders of 
shares of any class or series of stock having a preference over the Common 
Stock of the Corporation as to dividends or upon liquidation pursuant to the 
terms of Article IV of the Certificate of Incorporation or any resolution or 
resolutions providing for the issuance of such stock adopted by the Board, 
shall be classified, with respect to the time for which they severally hold 
office, into three classes as follows: one class 
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of two (2) directors shall be originally elected for a term expiring at the 
annual meeting of stockholders to be held in 1986, another class of two (2) 
directors shall be originally elected for a term expiring at the annual 
meeting of stockholders to be held in 1987 and another class of three (3) 
directors shall be originally elected for a term expiring at the annual 
meeting of stockholders to be held in 1988, with each class to hold office 
until its successors are elected and qualified.  At each annual meeting of the 
stockholders of the Corporation, the successors of the class of directors 
whose term expires at that meeting shall be elected to hold office for a term 
expiring at the annual meeting of stockholders held in the third year 
following the year of their election.

          Each director shall be a least 21 years of age.  Directors need not 
be stockholders of the Corporation.

          Subject to the rights of the holders of any class or series of stock 
having a preference over the Common Stock of the Corporation as to dividends 
or upon liquidation, at each annual meeting of the stockholders there shall be 
elected the directors of the class the term of office of which shall then 
expire.

          Section 2.3.  NOTIFICATION OF NOMINATIONS.  Subject to the rights of 
the 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 by any stockholder 
entitled to vote for the election of directors.  Any stockholder entitled to 
vote for the election of directors at a meeting may nominate persons for 
election as directors only if written notice of such stockholders' intent to 
make such nomination is given, either by personal delivery or by United States 
mail, Postage prepaid, to the Secretary of the Corporation not later than (i) 
with respect to an election to be held at an annual meeting of stockholders, 
not more than 120 days or less than 90 days in advance of the anniversary date 
of the immediately preceding annual meeting, and (ii) with respect to an 
election to be held at a special meeting of stockholders for the election of 
directors, the close of business an the seventh day following the date on 
which notice of such meeting is first given to stockholders.  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) 
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such other information regarding each nominee proposed by such stockholder as 
would have been required to be included in a proxy statement filed pursuant to 
the proxy rules of the Securities and Exchange Commission had each nominee be 
nominated, or intended to be nominated, by the Board of Directors; (e) the 
consent of each nominee to serve as a director of the corporation if so 
elected and (f) if the stockholder intends to solicit proxies in support of 
such stockholder's nominee(s), a representation to that effect.  The chairman 
of the meeting may refuse to acknowledge the nomination of any person which 
was not made in accordance with the foregoing procedure or if the stockholder 
solicits proxies in support of such stockholder's nominee(s) without such 
stockholder having made the representation required by clause (f) of the 
preceding sentence.

          Section 2.4.  REGULAR MEETINGS.  Regular meetings of the Board of 
Directors may be held at such places within or without the State of Delaware 
and at such times as the Board may from time to time determine, and if so 
determined notice thereof need not be given.

          Section 2.5.  SPECIAL MEETINGS.  Special meetings of the Board of 
Directors may be held at any time or place within or without the State of 
Delaware whenever called by the Chairman of the Board, if any, by the Vice 
Chairman of the Board, if any, by the President or by a majority of the 
members of the Board. Reasonable notice thereof shall be given by the person 
or persons calling the meeting.

          Section 2.6.  PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE 
PERMITTED.  Unless otherwise restricted by the Certificate of Incorporation or 
these By-laws, members of the Board of Directors, or any committee designated 
by the Board, may participate in a meeting of the Board or of such committee, 
as the case may be, by means of conference telephone or similar communications 
equipment by means of which all persons participating in the meeting can hear 
each other, and participation in a meeting pursuant to this By-law shall 
constitute presence in person at such meeting.

          Section 2.7.  QUORUM; VOTE REQUIRED FOR ACTION.  Except as otherwise 
provided by law, the Certificate of Incorporation or these By-laws, at any 
meeting of the Board of Directors a majority of the entire Board shall 
constitute a quorum for the transaction of business and, except as so 
provided, the vote of a majority of the directors present at a meeting at 
which a quorum is present shall be the act of the Board.  In case at any 
meeting of the Board a quorum shall not be present, the members of the Board 
present may adjourn the meeting from time to time until a quorum shall 
attend.  At any adjourned meeting at which a quorum 
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is present, any business may be transacted which might have been transacted at 
the meeting originally called.

          Section 2.8.  ORGANIZATION.  Meetings of the Board of Directors 
shall be presided over by the Chairman of the Board, if any, or in the absence 
of the Chairman of the Board by the Vice Chairman of the Board, if any, or in 
the absence of the Vice Chairman of the Board by the President, or in their 
absence by a chairman chosen at the meeting.  The Secretary, or in the absence 
of the Secretary an Assistant Secretary, shall act as secretary of the 
meeting, but in the absence of the Secretary and any Assistant Secretary the 
chairman of the meeting may appoint any person to act as secretary of the 
meeting.

          Section 2.9.  ACTION BY DIRECTORS WITHOUT A MEETING.  Any action 
required or permitted to be taken at any meeting of the Board of Directors, or 
of any committee thereof, may be taken without a meeting if all members of the 
Board or of such committee, as the case may be, consent thereto in writing, 
and the writing or writings are filed with the minutes of proceedings of the 
Board or committee.

          Section 2.10.  RESIGNATIONS.  Any director of the Company may at any 
time resign by giving written notice to the Board of Directors, the Chairman 
of the Board, the President or the Secretary of the Corporation.  Such 
resignation shall take effect at the time specified therein or, if the time be 
not specified, upon receipt thereof; and, unless otherwise specified therein, 
the acceptance of such resignation shall not be necessary to make it 
effective.

          Section 2.11.  VACANCIES.  Subject to the rights of the holders of 
any class or series of stock having a preference over the Common Stock of the 
Corporation as to dividends or upon liquidation, any vacancies on the Board of 
Directors resulting from death, resignation, removal or other cause shall only 
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, or by a 
sole remaining director, and newly created directorships resulting from any 
increase in the number of directors shall be filled by the Board, or if not so 
filled, by the stockholders at the next annual meeting thereof or at a special 
meeting called for that purpose in accordance with 1.2 of these By-laws.  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 elected and qualified.

<PAGE><PAGE 11>
          Section 2.12.  COMPENSATION OF DIRECTORS.  The Board of Directors 
shall have the authority to fix the compensation of directors.



ARTICLE III.

Committees

          Section 3.1.  COMMITTEES.  The Board of Directors may, by resolution 
passed by a majority of the whole Board, designate one or more committees, 
each committee to consist of one or more of the directors of the Corporation.  
The Board may designate one or more directors as alternate members of any 
Committee, who may replace any absent or disqualified member at any meeting of 
the committee.  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 such member or 
members constitute a quorum, may unanimously appoint another member of the 
Board to act at the meeting in place of any such absent or disqualified 
member.  Any such committee, to the extent
provided in the resolution of the Board, shall have and may exercise all the 
powers and authority of the Board in the management of the business and 
affairs of the Corporation, and may authorize the seal of the Corporation to 
be affixed to all papers which may require it; but no such committee shall 
have power or authority 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 
the Corporation's property and assets, recommending to the stockholders a 
dissolution of the Corporation or a revocation of dissolution, removing or 
indemnifying directors or amending these By-laws; and, unless the resolution 
expressly so provides, no such committee shall have the power or authority to 
declare a dividend or to authorize the issuance of stock.  The Board shall 
have power at any time to change the membership of any committee, to fill all 
vacancies in it and to discharge it, either with or without cause.

          Section 3.2.  COMMITTEE RULES.  Unless the Board of Directors 
otherwise provides, each committee designated by the Board may adopt, amend 
and repeal rules for the conduct of its business.  In the absence of a 
provision by the Board or a provision in the rules of such committee to the 
contrary, a majority of the entire authorized number of members of such 
committee shall constitute a quorum for the transaction of business, the vote 
of a majority of the members present at a meeting at the time of such vote if 
a quorum is then present shall be the act of such committee, and in other 
respects each committee shall 
<PAGE><PAGE 12>
conduct its business in the same manner as the Board conducts its business 
pursuant to Article II of these By-laws.


ARTICLE IV.

Officers

          Section 4.1.  OFFICERS; ELECTION.  As soon as practicable after the 
annual meeting of stockholders in each year, the Board of Directors shall 
elect a President and a Secretary, and it may, if it so determines, elect from 
among its members a Chairman of the Board and a Vice Chairman of the Board.  
The Board may also elect one or more Vice Presidents, one or more Assistant 
Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or 
more Assistant Treasurers and such other officers as the Board may deem 
desirable or appropriate and may give any of them such further designations or 
alternate titles as it considers desirable.  Any number of offices may be held 
by the same person.

          Section 4.2.  TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES.  
Except as otherwise provided in the resolution of the Board of Directors 
electing any officer, each officer shall hold office until the first meeting 
of the Board after the annual meeting of stockholders next succeeding his or 
her election and until his or her successor is elected and qualified or until 
his or her earlier resignation or removal.  Any officer may resign at any time 
upon written notice to the Board or to the President or the Secretary of the 
Corporation.  Such resignation shall take effect at the time specified 
therein, and unless otherwise specified therein no acceptance of such 
resignation shall be necessary to make it effective.  The Board may remove any 
officer with or without cause at any time.  Any such removal shall be without 
prejudice to the contractual rights of such officer, if any, with the 
Corporation, but the election of an officer shall not of itself create 
contractual rights.  Any vacancy occurring in any office of the Corporation by 
death, resignation, removal or otherwise may be filled for the unexpired 
portion of the term by the Board at any regular or special meeting.

          Section 4.3.  CHAIRMAN OF THE BOARD.  The Chairman of the Board, if 
any, shall preside at all meetings of the Board of Directors and of the 
stockholders at which he or she shall be present and shall have and may 
exercise such powers as may, from time to time, be assigned to him or her by 
the Board and as may be provided by law.

          Section 4.4.  VICE CHAIRMAN OF THE BOARD.  In the absence of the 
Chairman of the Board, the Vice Chairman of the Board, if any, shall preside 
at all meetings of the Board of 
<PAGE><PAGE 13>
Directors and of the stockholders at which he or she shall be present and 
shall have and may exercise such powers as may, from time to time, be assigned 
to him or her by the Board and as may be provided by law.

          Section 4.5.  PRESIDENT.  In the absence of the Chairman of the 
Board and Vice Chairman of the Board, the President shall preside at all 
meetings of the Board of Directors and of the stockholders at which he or she 
shall be present.  The President shall be the chief executive officer and 
shall have general charge and supervision of the business of the Corporation 
and, in general, shall perform all duties incident to the office of president 
of a corporation and such other duties as may, from time to time, be assigned 
to him or her by the Board or as may be provided by law.

          Section 4.6.  VICE PRESIDENTS.  The Vice President or Vice 
Presidents, at the request or in the absence of the President or during the 
President's inability to act, shall perform the duties of the President, and 
when so acting shall have the powers of the President.  If there be more than 
one Vice President, the Board of Directors may determine which one or more of 
the Vice Presidents shall perform any of such duties; or if such determination 
is not made by the Board, the President may make such determination; otherwise 
any of the Vice Presidents may perform any of such duties.  The Vice President 
or Vice Presidents shall have such other powers and shall perform such other 
duties as may, from time to time, be assigned to him or her or them by the 
Board or the President or as may be provided by law.

          Section 4.7.  SECRETARY.  The Secretary shall have the duty to 
record the proceedings of the meetings of the stockholders, the Board of 
Directors and any committees in a book to be kept for that purpose, shall see 
that all notices are duly given in accordance with the provisions of these 
By-laws or as required by law, shall be custodian of the records of the 
Corporation, may affix the corporate seal to any document the execution of 
which, on behalf of the Corporation, is duly authorized, and when so affixed 
may attest the same, and, in general, shall perform all duties incident to the 
office of secretary of a corporation and such other duties as may, from time 
to time, be assigned to him
or her by the Board or the President or as may be provided by law.

          Section 4.8.  TREASURER.  The Treasurer shall have charge of and be 
responsible for all funds, securities, receipts and disbursements of the 
Corporation and shall deposit or cause to be deposited, in the name of the 
Corporation, all moneys or other valuable effects in such banks, trust 
companies or other depositories as shall, from time to time, be selected by or 
under authority of the Board of Directors.  If required by the Board, 
<PAGE><PAGE 14>
the Treasurer shall give a bond for the faithful discharge of his or her 
duties, with such surety or sureties as the Board may determine.  The 
Treasurer shall keep or cause to be kept full and accurate records of all 
receipts and disbursements in books of the Corporation, shall render to the 
President and to the Board, whenever requested, an account of the financial 
condition of the Corporation, and, in general, shall perform all the duties 
incident to the office of treasurer of a corporation and such other duties as 
may, from time to time, be assigned to him or her by the Board or the 
President or as may be provided by law.

          Section 4.9.  OTHER OFFICERS.  The other officers, if any, of the 
Corporation shall have such powers and duties in the management of the 
Corporation as shall be stated in a resolution of the Board of Directors which 
is not inconsistent with these By-laws and, to the extent not so stated, as 
generally pertain to their respective offices, subject to the control of the 
Board. The Board may require any officer, agent or employee to give security 
for the faithful performance of his or her duties.


ARTICLE V.

Stock

          Section 5.1.  CERTIFICATES.  Every holder of stock in the 
Corporation shall be entitled to have a certificate signed by or in the name 
of the Corporation by the Chairman or Vice Chairman of the Board of Directors, 
if any, or the President or a Vice President, and by the Treasurer or an 
Assistant Treasurer, or the Secretary or an Assistant Secretary, of the 
Corporation, certifying the number of shares owned by such holder in the 
Corporation. Any of the signatures on the certificate may be a facsimile.  In 
case any officer, transfer agent or registrar who has signed or whose 
facsimile signature has been placed upon a certificate shall have 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 such person 
were such officer, transfer agent or registrar at the date of issue.

          Section 5.2.  LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE 
OF NEW CERTIFICATES.  The Corporation may issue a new certificate of stock in 
the place of any certificate theretofore issued by it, alleged to have been 
lost, stolen or destroyed, and the Corporation may require the owner of the 
lost, stolen or destroyed certificate, or such owner's legal representative, 
to give the Corporation a bond in such sum and with such surety or sureties as 
the Corporation may direct sufficient to indemnify the Corporation and its 
transfer agents or registrars against any claim that may be made against it on 
account of the 
<PAGE><PAGE 15>
alleged loss, theft or destruction of any such certificate or the issuance of 
such new certificate.

          Section 5.3.  TRANSFER OF SHARES.  Transfers of shares of stock of 
each class of the Corporation shall be made only on the books of the 
Corporation by the holder thereof, or by such holder's attorney thereunto 
authorized by a power of attorney duly executed and filed with the Secretary 
of the Corporation or a transfer agent for such stock, if any, and on 
surrender of the certificate or certificates for such shares properly endorsed 
or accompanied by a duly executed stock transfer power and the payment of all 
taxes thereon. The person in whose name shares stand on the books of the 
Corporation shall be deemed the owner thereof for all purposes as regards the 
Corporation; provided, however, that whenever any transfer of shares shall be 
made for collateral security and not absolutely, and written notice thereof 
shall be given to the Secretary or to such transfer agent, such fact shall be 
stated in the entry of the transfer. No transfer of shares shall be valid as 
against the Corporation, its stockholders and creditors for any purpose, 
except to render the transferee liable for the debts of the Corporation to the 
extent provided by law, until it shall have been entered in the stock records 
of the Corporation by an entry showing from and to whom transferred.


ARTICLE VI.

Miscellaneous

          Section 6.1.  FISCAL YEAR.  The fiscal year of the Corporation shall 
be determined by the Board of Directors.

          Section 6.2. SEAL.  The Corporation may have a corporate seal which 
shall have the name of the Corporation inscribed thereon and shall be in such 
form as may be approved from time to time by the Board of Directors.  The 
corporate seal may be used by causing it or a facsimile thereof to be 
impressed or affixed or in any other manner reproduced.

          Section 6.3.  WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, 
DIRECTORS AND COMMITTEES.  Whenever notice is required to be given by law or 
under any provision of the certificate of incorporation or these By-laws, a 
written waiver thereof, signed by the person entitled to notice, whether 
before or after the time stated therein, shall be deemed equivalent to 
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 is not lawfully called or 
convened.  Neither the business to be 
<PAGE><PAGE 16>
transacted at, nor the purpose of, any regular or special meeting of the 
stockholders, directors, or members of a committee of directors need be 
specified in any written waiver of notice unless so required by the 
certificate of incorporation or these By-laws.

          Section 6.4.  INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES.  
The Corporation shall indemnify to the full extent authorized by law any 
person made or threatened to be made a party to any action, suit or 
proceeding, whether criminal, civil, administrative or investigative, by 
reason of the fact that such person or such person's testator or intestate is 
or was a director, officer or employee of the Corporation or serves or served 
at the request of the Corporation any other enterprise as a director, officer 
or employee.  For purposes of this By-law, the term "Corporation" shall 
include any predecessor of the Corporation and any constituent corporation 
(including any constituent of a constituent) absorbed by the Corporation in a 
consolidation or merger; the term "other enterprise" shall include any 
corporation, partnership, joint venture, trust or employee benefit plan; 
service "at the request of the Corporation" shall include service as a 
director, officer or employee of the Corporation which imposes duties on, or 
involves services by, such director, officer or employee with respect to an 
employee benefit plan, its participants or beneficiaries; any excise taxes 
assessed on a person with respect to an employee benefit plan shall be deemed 
to be indemnifiable expenses; and action by a person with respect to an 
employee benefit plan which such person reasonably believes to be in the 
interest of the participants and beneficiaries of such plan shall be deemed to 
be action not opposed to the best interests of the Corporation.

          Section 6.5.  INTERESTED DIRECTORS; QUORUM.  No contract or 
transaction between the Corporation and one or more of its directors or 
officers, or between the Corporation and any other corporation, partnership, 
association or other organization in which one or more of its directors or 
officers are directors or officers, or have a financial interest, shall be 
void or voidable solely for this reason, or solely because the director or 
officer is present at or participates in the meeting of the Board of Directors 
or committee thereof which authorizes the contract or transaction, or solely 
because his or her or their votes are counted for such purpose, if: (1) the 
material facts as to his or her relationship or interest and as to the 
contract or transaction are disclosed or are known to the Board or the 
committee, and the Board or committee in good faith authorizes the contract or 
transaction by the affirmative votes of a majority of the disinterested 
directors, even though the disinterested directors be less than a quorum; or 
(2) the material facts as to his or her relationship or interest and as to the 
contract or transaction are disclosed or are known to the stockholders 
<PAGE><PAGE 17>
entitled to vote thereon, and the contract or transaction is specifically 
approved in good faith by vote of the stockholders; or (3) the contract or 
transaction is fair as to the Corporation as of the time it is authorized, 
approved or ratified, by the Board, a committee thereof or the stockholders.  
Common or interested directors may be counted in determining the presence of a 
quorum at a meeting of the Board or of a committee which authorizes the 
contract or transaction.

          Section 6.6.  FORM OF RECORDS.  Any records maintained by the 
Corporation in the regular course of its business, including its stock ledger, 
books of account and minute books, may be kept on, or be in the form of, punch 
cards, magnetic tape, photographs, microphotographs or any other information 
storage device, provided that the records so kept can be converted into 
clearly legible form within a reasonable time.  The Corporation shall so 
convert any records so kept upon the request of any person entitled to inspect 
the same.

          Section 6.7.  AMENDMENT OF BY-LAWS.  These By-laws may be amended or 
repealed, and new By-laws adopted, by the Board of Directors at any meeting 
thereof, provided that such proposed action in respect thereof shall be stated 
in the notice of such meeting. The stockholders entitled to vote shall have 
the power to adopt additional By-laws and may amend or repeal any By-law, 
whether or not adopted by them, only to the extent and in the manner provided 
in the Certificate of Incorporation.