EXHIBIT 3.3



                              AMENDED & RESTATED

                                     BYLAWS

                  OF NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.


                                   ARTICLE I

                                     OFFICES

     Section 1.01.  Registered  Office. The registered office of the corporation
in the State of Delaware shall be in the City of Dover,  County of Kent, and the
name of its registered agent shall be United Corporate Services, Inc.

     Section 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 the business of the corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section  2.01.  Place of  Meeting.  All  meetings of  stockholders  for the
election of directors shall be held at such place,  either within or without the
State of  Delaware,  as shall be  designated  from  time to time by the Board of
Directors and stated in the notice of the meeting.

     Section 2.02. Annual Meeting.  The annual meeting of stockholders  shall be
held at such date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting.

     Section 2.03.  Voting List.  The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least 10 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
10 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,  or if not
so specified,  at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting  during the whole time
thereof, and may be inspected by any stockholder who is present.

     Section 2.04.  Special Meeting.  Special meetings of the stockholders,  for
any  purpose  or  purposes,  unless  otherwise  prescribed  by statute or by the
Certificate  of  Incorporation,  may be called by the  Chairman  of the Board of
Directors or by the President of the corporation or by the Board of Directors or
by written  order of a majority of the  directors.  Such  request or order shall
state  the  purposes  of the  proposed  meeting.  The  Chairman  of the Board of
Directors or the President of the  corporation  or directors so calling any such
meeting shall fix the time and any place,  either within or without the State of
Delaware, as the place for holding such meeting.

     Section 2.05.  Notice of Meeting.  Written  notice of the annual,  and each
special  meeting  of  stockholders,  stating  the time,  place,  and  purpose or
purposes thereof,  shall be given to each stockholder  entitled to vote thereat,
not less than 10 nor more than 60 days before the meeting.

     Section  2.06.  Quorum.  The  holders  of a  majority  of the shares of the
corporation's capital stock issued and outstanding and entitled to vote thereat,
present in person or  represented  by proxy,  shall  constitute  a quorum at any
meeting of  stockholders  for the  transaction of business,  except as otherwise
provided by statute or by the Certificate of Incorporation.  Except as otherwise
provided  in  the  Certificate  of  Incorporation,   notwithstanding  the  other
provisions  of these  bylaws,  the  holders of a  majority  of the shares of the
corporation's  capital  stock  entitled  to vote  thereat,  present in person or
represented  by proxy,  whether or not a quorum is present,  shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.  If the adjournment
is for more than 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 meeting.  At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.

     Section  2.07.  Voting.  When a quorum is  present  at any  meeting  of the
stockholders,  the  vote of the  holders  of a  majority  of the  shares  of the
corporation's capital stock having voting power present in person or represented
by proxy shall  decide any  question  brought  before such  meeting,  unless the
question  is one upon  which,  by  express  provision  of the  statutes,  of the
Certificate of  Incorporation  or of these bylaws, a different vote is required,
in which case such  express  provision  shall govern and control the decision of
such question.  Every stockholder  having the right to vote shall be entitled to
vote in person, or by proxy appointed by an instrument in writing  subscribed by
such  stockholder,  bearing a date not more than  three  years  prior to voting,
unless  such  instrument  provides  for a  longer  period,  and  filed  with the
Secretary of the  corporation  before,  or at the time of, the meeting.  If such
instrument  shall  designate two or more persons to act as proxies,  unless such
instrument shall provide the contrary, a majority of such persons present at any
meeting at which their powers  thereunder are to be exercised shall have and may
exercise all the powers of voting or giving consents  thereby  conferred,  or if
only one be present,  then such powers may be  exercised  by that one; or, if an
even number  attend and a majority do not agree on any  particular  issue,  each
proxy so attending  shall be entitled to exercise  such powers in respect of the
same portion of the shares as he is of the proxies representing such shares.

     Section  2.08.   Voting  of  Stock  of  Certain  Holders.   Shares  of  the
corporation's  capital  stock  standing  in the  name  of  another  corporation,
domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws
of such corporation may prescribe,  or in the absence of such provision,  as the
Board of Directors of such  corporation  may determine.  Shares  standing in the
name of a deceased person may be voted by the executor or  administrator of such
deceased person,  either in person or by proxy. Shares standing in the name of a
guardian,  conservator,  or trustee  may be voted by such  fiduciary,  either in
person or by proxy,  but no such fiduciary shall be entitled to vote shares held
in such  fiduciary  capacity  without a transfer of such shares into the name of
such  fiduciary.  Shares standing in the name of a receiver may be voted by such
receiver.  A stockholder whose shares are pledged shall be entitled to vote such
shares,  unless in the transfer by the pledgor on the books of the  corporation,
he has expressly  empowered the pledgee to vote thereon,  in which case only the
pledgee, or his proxy, may represent the stock and vote thereon.

     Section 2.09.  Treasury Stock. The corporation shall not vote,  directly or
indirectly,  shares of its own capital  stock owned by it; and such shares shall
not be counted in  determining  the total  number of  outstanding  shares of the
corporation's capital stock.

     Section 2.10. Fixing Record Date. The Board of Directors may fix in advance
a date, which shall not be more than 60 days nor less than 10 days preceding the
date of any meeting of  stockholders,  nor more than 60 days  preceding the date
for payment of any dividend or  distribution,  or the date for the  allotment of
rights,  or the date when any change, or conversion or exchange of capital stock
shall go into effect,  or a date in connection  with  obtaining a consent,  as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend or  distribution,  or to receive any such allotment
of rights,  or to exercise the rights in respect of any such change,  conversion
or exchange of capital  stock,  or to give such  consent,  and in such case such
stockholders  and only such  stockholders  as shall be stockholders of record on
the date so fixed, shall be entitled to such notice of, and to vote at, any such
meeting and any adjournment  thereof,  or to receive payment of such dividend or
distribution,  or to receive  such  allotment  of rights,  or to  exercise  such
rights,  or to give  such  consent,  as the  case  may be,  notwithstanding  any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.

                                  ARTICLE III

                               BOARD OF DIRECTORS

     Section 3.01.  Powers. The business and affairs of the corporation shall be
managed by its Board of  Directors,  which may  exercise  all such powers of the
corporation  and do all such  lawful acts and things as are not by statute or by
the Certificate of  Incorporation  or by these bylaws directed or required to be
exercised or done by the stockholders.

     Section 3.02. Number, Election and Term. The number of directors that shall
constitute  the whole Board of Directors  shall be not less than one.  Except as
otherwise provided in the Certificate of Incorporation, such number of directors
shall from time to time be fixed and  determined  by the  directors and shall be
set forth in the notice of any meeting of  stockholders  held for the purpose of
electing  directors.  The  directors  shall be elected at the annual  meeting of
stockholders in the manner provided in the Certificate of Incorporation,  except
as provided in Section 3.03 hereof or in the Certificate of  Incorporation,  and
each director elected shall hold office until his successor shall be elected and
shall qualify.  Directors need not be residents of Delaware or  stockholders  of
the corporation.

     Section 3.03.  Vacancies,  Additional  Directors,  and Removal From Office.
Except as otherwise provided in the Certificate of Incorporation, if any vacancy
occurs in the Board of  Directors  caused  by  death,  resignation,  retirement,
disqualification,  or removal from office of any director,  or otherwise,  or if
any new  directorship  is created by an  increase  in the  authorized  number of
directors,  a  majority  of the  directors  then in office,  though  less than a
quorum, or a sole remaining director,  may, subject to the provisions of Article
NINTH of the Certificate of Incorporation,  choose a successor or fill the newly
created directorship;  and a director so chosen shall hold office until the next
annual  meeting and shall serve until his  successor  shall be duly  elected and
shall  qualify,  unless  sooner  displaced.  Directors  may only be  removed  in
accordance with Article NINTH of the Certificate of Incorporation.

     Section 3.04.  Regular Meeting. A regular meeting of the Board of Directors
shall be held each year,  without other notice than this bylaw, at the place of,
and immediately following, the annual meeting of stockholders; and other regular
meetings  of the Board of  Directors  shall be held each year,  at such time and
place as the Board of Directors  may provide,  by  resolution,  either within or
without the State of Delaware, without other notice than such resolution.

     Section 3.05.  Special Meeting. A special meeting of the Board of Directors
may be called by the Chairman of the Board of  Directors or by the  President of
the  corporation  and shall be called by the Secretary on the written request of
any two  directors.  The Chairman or President so calling,  or the  directors so
requesting,  any such meeting shall fix the time and any place, either within or
without the State of Delaware, as the place for holding such meeting.

     Section 3.06. Notice of Special Meeting. Written notice of special meetings
of the Board of Directors shall be given to each director in a manner reasonably
calculated  to reach such  director  at least 48 hours prior to the time of such
meeting.  Any  director may waive notice of any  meeting.  The  attendance  of a
director at any meeting  shall  constitute  a waiver of notice of such  meeting,
except  where a director  attends a meeting for the purpose of  objecting to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.  Neither  the  business to be  transacted  at, nor the purpose of, any
special  meeting of the Board of  Directors  need be  specified in the notice or
waiver of notice  of such  meeting,  except  that  notice  shall be given of any
proposed  amendment to the bylaws if it is to be adopted at any special  meeting
or with respect to any other matter where notice is required by statute.

     Section 3.07. Quorum. A majority of the Board of Directors shall constitute
a  quorum  for the  transaction  of  business  at any  meeting  of the  Board of
Directors,  and the act of a majority of the directors present at any meeting at
which there is a quorum  shall be the act of the Board of  Directors,  except as
may be  otherwise  specifically  provided  by  statute,  by the  Certificate  of
Incorporation  or by these  bylaws.  If a quorum  shall  not be  present  at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting, until a quorum shall be present.

     Section 3.08.  Action Without Meeting.  Unless otherwise  restricted by the
Certificate of Incorporation  or these bylaws,  any action required or permitted
to be taken  at any  meeting  of the  Board of  Directors,  or of any  committee
thereof  as  provided  in  Article IV of these  bylaws,  may be taken  without a
meeting,  if a written  consent thereto is signed by all members of the Board of
Directors or of such committee,  as the case may be, and such written consent is
filed  with  the  minutes  of  proceedings  of the  Board of  Directors  or such
committee.

     Section 3.09.  Compensation.  Directors,  as such, shall not be entitled to
any stated salary for their  services  unless voted by the  stockholders  or the
Board of Directors; but by resolution of the Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special  meeting of the Board of  Directors  or any  meeting of a  committee  of
directors.  No  provision  of these  bylaws  shall be  construed to preclude any
director  from  serving the  corporation  in any other  capacity  and  receiving
compensation therefor.

                                   ARTICLE IV

                             COMMITTEE OF DIRECTORS

     Section 4.01. Designation,  Powers and Name. The Board of Directors may, by
resolution  passed by a majority of the whole Board of Directors,  designate one
or more  committees,  including,  if  they  shall  so  determine,  an  Executive
Committee, each such committee to consist of one or more of the directors of the
corporation. The committee shall have and may exercise such of the powers of the
Board  of  Directors  in the  management  of the  business  and  affairs  of the
corporation as may be provided in such  resolution.  The committee may authorize
the seal of the corporation to be affixed to all papers that may require it. The
Board of Directors may designate one or more  directors as alternate  members of
any committee,  who may replace any absent or disqualified member at any meeting
of such  committee.  In the  absence or  disqualification  of any member of such
committee or committees,  the member or members  thereof  present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may  unanimously  appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified  member.  Such committee
or committees shall have such name or names and such limitations of authority as
may be  determined  from  time to time by  resolution  adopted  by the  Board of
Directors.

     Section  4.02.  Minutes.  Each  committee of  directors  shall keep regular
minutes of its  proceedings  and report the same to the Board of Directors  when
required.

     Section 4.03.  Compensation.  Members of special or standing committees may
be  allowed  compensation  for  attending  committee  meetings,  if the Board of
Directors shall so determine.

     Section 4.04. Series A Dividends Committees.  So long as any of the holders
of shares of the Corporation's Series A Preferred Stock are entitled to nominate
and elect at least one director as provided in the Certificate of Incorporation,
the Board of Directors shall designate two committees to carry out the powers of
the Board of Directors with respect to declaring  dividends on the shares of the
Series A Preferred Stock. One such committee shall be comprised solely of one or
more  of  the   Designated   Directors  (as  defined  in  the   Certificate   of
Incorporation)  and the other such committee shall be comprised solely of one or
more  of  the   Independent   Directors  (as  defined  in  the   Certificate  of
Incorporation).  Each  committee  shall have the power and  authority to declare
dividends on the Series A Preferred  Stock,  and, if either  committee  declares
such  dividends,  the dividends so declared shall be paid  regardless of whether
the other such  committee  has acted to declare  such  dividends or has acted to
prohibit the declaration and payment of such dividends.

     Section 4.05. Nominating Committee.  The Board of Directors shall designate
a nominating  committee  to carry out the powers of the Board of Directors  with
respect to identifying individuals qualified to become Independent Directors (as
defined in the  Certificate  of  Incorporation),  and to select the  Independent
Director  nominees  to  stand  for  election  as  directors  at any  meeting  of
stockholders and to fill any Independent  Director vacancy,  however created, in
the Board of  Directors.  Such  committee  shall be  comprised  of a majority of
Independent Directors.

                                   ARTICLE V

                                     NOTICE

     Section 5.01.  Methods of Giving  Notice.  Whenever under the provisions of
applicable statutes, the Certificate of Incorporation or these bylaws, notice is
required to be given to any director,  member of any committee,  or stockholder,
such  notice  shall be in writing  and  delivered  personally  or mailed to such
director,  member, or stockholder;  provided that in the case of a director or a
member of any  committee  such notice may be given by  telephone,  facsimile  or
telegram. If mailed, notice to a director, member of a committee, or stockholder
shall be deemed to be given when deposited in the United States mail first class
in a sealed envelope, with postage thereon prepaid,  addressed, in the case of a
stockholder,  to the stockholder at the  stockholder's  address as it appears on
the  records of the  corporation  or, in the case of a director or a member of a
committee, to such person at his business address. If sent by telegraph,  notice
to a  director  or member of a  committee  shall be deemed to be given  when the
telegram,  so  addressed,  is delivered  to the  telegraph  company.  If sent by
facsimile,  notice to director or member of a  committee  shall be deemed  given
when  sender  receives  confirmation  of receipt of the  facsimile  by the other
party.

     Section 5.02.  Written Waiver.  Whenever any notice is required to be given
under the provisions of an applicable statute, the Certificate of Incorporation,
or these bylaws,  a waiver  thereof in writing,  signed by the person or persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                   ARTICLE VI

                                    OFFICERS

     Section 6.01. Officers. The officers of the corporation shall be a Chairman
of the Board of Directors and a Vice Chairman of the Board of Directors (if such
offices are created by the Board of Directors),  a Chief  Executive  Officer,  a
President,  and one or more  Vice  Presidents,  any one or more of which  may be
designated Executive Vice President or Senior Vice President,  a Secretary and a
Treasurer.  The Board of Directors  may appoint such other  officers and agents,
including  Chief Financial  Officer,  Chief  Operating  Officer,  Assistant Vice
Presidents, Assistant Secretaries, and Assistant Treasurers, in each case as the
Board of Directors shall deem  necessary,  who shall hold their offices for such
terms and  shall  exercise  such  powers  and  perform  such  duties as shall be
determined by the Board of Directors. Any two or more offices may be held by the
same person.  No officer shall execute,  acknowledge,  verify or countersign any
instrument  on behalf of the  corporation  in more  than one  capacity,  if such
instrument is required by law, by these bylaws or by any act of the  corporation
to be  executed,  acknowledged,  verified,  or  countersigned  by  two  or  more
officers.  The  Chairman and Vice  Chairman of the Board of  Directors  shall be
elected from among the  directors.  With the foregoing  exceptions,  none of the
other  officers  need  be a  director,  and  none  of  the  officers  need  be a
stockholder of the corporation.

     Section 6.02.  Election and Term of Office. The officers of the corporation
shall be elected annually by the Board of Directors at its first regular meeting
held  after  the  annual  meeting  of  stockholders  or as  soon  thereafter  as
conveniently possible.  Each officer shall hold office until his successor shall
have been chosen and shall have  qualified  or until his death or the  effective
date of his resignation or removal,  or until he shall cease to be a director in
the case of the Chairman and the Vice Chairman.

     Section  6.03.  Removal and  Resignation.  Any officer or agent  elected or
appointed  by the  Board  of  Directors  may be  removed  without  cause  by the
affirmative  vote of a  majority  of the  Board of  Directors  whenever,  in its
judgment,  the best interests of the corporation  shall be served  thereby,  but
such removal shall be without  prejudice to the contractual  rights,  if any, of
the person so  removed.  Any  officer  may resign at any time by giving  written
notice to the corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time  specified  therein,  and unless
otherwise  specified  therein,  the acceptance of such resignation  shall not be
necessary to make it effective.

     Section  6.04.  Vacancies.  Any  vacancy  occurring  in any  office  of the
corporation by death,  resignation,  removal, or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

     Section  6.05.  Salaries.  The  salaries of all  officers and agents of the
corporation  shall  be  fixed  by the  Board of  Directors  or  pursuant  to its
direction;  and no officer  shall be  prevented  from  receiving  such salary by
reason of his also being a director.

     Section 6.06. Chairman of the Board. The Chairman of the Board of Directors
(if such  office is  created  by the Board of  Directors)  shall  preside at all
meetings of the Board of Directors or of the  stockholders  of the  corporation.
The  Chairman  shall  formulate  and  submit  to the Board of  Directors  or the
Executive  Committee  matters of general  policy for the  corporation  and shall
perform  such  other  duties as  usually  appertain  to the  office or as may be
prescribed by the Board of Directors or the Executive Committee.

     Section 6.07. Vice Chairman of the Board. The Vice Chairman of the Board of
Directors  (if such office is created by the Board of Directors)  shall,  in the
absence or  disability  of the Chairman of the Board of  Directors,  perform the
duties and exercise the powers of the  Chairman of the Board of  Directors.  The
Vice  Chairman  shall  perform  such  other  duties  as from time to time may be
prescribed by the Board of Directors or the  Executive  Committee or assigned by
the Chairman of the Board of Directors.

     Section 6.08. Chief Executive Officer. Should the Board of Directors create
the  independent  position  of Chief  Executive  Officer,  the  chief  executive
officer,  subject  to the  control of the Board of  Directors,  shall in general
supervise  and  control the  business  and  affairs of the  corporation.  In the
absence of the Chairman of the Board of  Directors  or the Vice  Chairman of the
Board of Directors (if such offices are created by the Board of Directors),  the
Chief Executive  Officer shall preside at all meetings of the Board of Directors
and of the stockholders. He may also preside at any such meeting attended by the
Chairman or Vice  Chairman of the Board of Directors if he is so  designated  by
the Chairman,  or in the Chairman's absence by the Vice Chairman.  He shall have
the power to appoint  and remove  subordinate  officers,  agents and  employees,
except those elected or appointed by the Board of Directors. The Chief Executive
officer  shall keep the Board of Directors  and the  Executive  Committee  fully
informed and shall consult them concerning the business of the  corporation.  He
may sign with the  Secretary or any other officer of the  corporation  thereunto
authorized by the Board of Directors, certificates for shares of the corporation
and any deeds, bonds,  mortgages,  contracts,  checks,  notes,  drafts, or other
instruments that the Board of Directors has authorized to be executed, except in
cases where the signing and execution  thereof has been  expressly  delegated by
these bylaws or by the Board of Directors to some other  officer or agent of the
corporation,  or shall be required  by law to be  otherwise  executed.  He shall
vote,  or give a proxy to any other  officer  of the  corporation  to vote,  all
shares of stock of any other corporation standing in the name of the corporation
and in general he shall perform all other duties normally incident to the office
of Chief  Executive  officer and such other duties as may be  prescribed  by the
stockholders,  the Board of Directors,  or the Executive  Committee from time to
time.

     Section 6.09. President. The President shall be the chief operating officer
of the corporation,  subject to the control of the Board of Directors, and shall
have general and active  management and control of the  day-to-day  business and
affairs of the  corporation  and shall  report  directly to the Chief  Executive
officer, if the Board of Directors creates such a position.  The President shall
perform  such other duties as from time to time are assigned to him by the Chief
Executive Officer, the Board of Directors or the Executive Committee.

     Section  6.10.  Vice  Presidents.  In the  absence  of the Chief  Executive
Officer  and/or the  President,  or in the event of his  inability or refusal to
act,  the  Executive  Vice  President  (or in the event  there  shall be no Vice
President designated Executive Vice President,  any Vice President designated by
the Board of Directors)  shall perform the duties and exercise the powers of the
Chief Executive Officer and/or the President.  Any Vice President may sign, with
the  Secretary  or  Assistant   Secretary,   certificates   for  shares  of  the
corporation. The Vice Presidents shall perform such other duties as from time to
time may be assigned to them by the Chief Executive Officer, the President,  the
Board of Directors or the Executive Committee.

     Section 6.11.  Secretary.  The Secretary  shall (a) keep the minutes of the
meetings  of  the  stockholders,  the  Board  of  Directors  and  committees  of
directors;  (b) see  that all  notices  are duly  given in  accordance  with the
provisions  of these  bylaws and as required  by law;  (c) be  custodian  of the
corporate  records and of the seal of the corporation,  and see that the seal of
the corporation or a facsimile thereof is affixed to all certificates for shares
prior to the issue  thereof  and to all  documents,  the  execution  of which on
behalf of the  corporation  under its seal is duly authorized in accordance with
the  provisions of these bylaws;  (d) keep or cause to be kept a register of the
post  office  address  of each  stockholder  which  shall be  furnished  by such
stockholder;  (e) sign with the Chief Executive  Officer,  the President,  or an
Executive  Vice  President  or Vice  President,  certificates  for shares of the
corporation,  the issue of which shall have been authorized by resolution of the
Board of Directors;  (f) have general  charge of the stock transfer books of the
corporation;  and (g) in general,  perform all duties  normally  incident to the
office of  Secretary  and such other duties as from time to time may be assigned
to him by the Chief Executive Officer, the President,  the Board of Directors or
the Executive Committee.

     Section  6.12.  Treasurer.  If  required  by the  Board of  Directors,  the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall  determine.  He
shall  (a) have  charge  and  custody  of and be  responsible  for all funds and
securities of the corporation;  (b) receive and give receipts for moneys due and
payable to the  corporation  from any source  whatsoever  and  deposit  all such
moneys in the name of the corporation in such banks,  trust companies,  or other
depositories  as shall be selected in accordance  with the provisions of Section
7.03 of these bylaws;  (c) prepare,  or cause to be prepared,  for submission at
each regular  meeting of the Board of Directors,  at each annual  meeting of the
stockholders,  and at such  other  times  as may be  required  by the  Board  of
Directors,   the  Chief  Executive  Officer,  the  President  or  the  Executive
Committee,  a statement of financial condition of the corporation in such detail
as may be required;  and (d) in general,  perform all the duties incident to the
office of  Treasurer  and such other duties as from time to time may be assigned
to him by the Chief Executive Officer, the President,  the Board of Directors or
the Executive Committee.

     Section 6.13. Assistant Secretary and Treasurer.  The Assistant Secretaries
and  Assistant  Treasurers  shall,  in general,  perform such duties as shall be
assigned to them by the  Secretary  or the  Treasurer,  respectively,  or by the
Chief Executive Officer, the President, the Board of Directors, or the Executive
Committee.  The Assistant  Secretaries  and Assistant  Treasurers  shall, in the
absence of the Secretary or Treasurer,  respectively,  perform all functions and
duties which such absent officers may delegate,  but such  delegation  shall not
relieve the absent  officer from the  responsibilities  and  liabilities  of his
office.  The Assistant  Secretaries may sign, with the Chief Executive  Officer,
the President or a Vice President,  certificates  for shares of the corporation,
the issue of which shall have been  authorized  by a resolution  of the Board of
Directors. The Assistant Treasurers shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine.

                                  ARTICLE VII

                         CONTRACTS, CHECKS AND DEPOSITS

     Section 7.01.  Contracts.  Subject to the  provisions of Section 6.01,  the
Board of Directors may authorize any officer,  officers,  agent,  or agents,  to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the  corporation,  and such authority may be general or confined to
specific instances.

     Section 7.02. Checks. All checks, demands,  drafts, or other orders for the
payment of money,  notes, or other evidences of indebtedness  issued in the name
of the corporation, shall be signed by such officer or officers or such agent or
agents of the  corporation,  and in such manner,  as shall be  determined by the
Board of Directors.

     Section 7.03. Deposits. All funds of the corporation not otherwise employed
shall be deposited  from time to time to the credit of the  corporation  in such
banks,  trust  companies,  or other  depositories  as the Board of Directors may
select.

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

     Section 8.01.  Issuance.  Each  stockholder  of this  corporation  shall be
entitled  to a  certificate  or  certificates  showing  the  number of shares of
capital  stock  registered  in his  name on the  books of the  corporation.  The
certificates  shall  be in  such  form  as may be  determined  by the  Board  of
Directors,  shall be issued in numerical order and shall be entered in the books
of the corporation as they are issued.  They shall exhibit the holder's name and
number of  shares  and shall be  signed  by the  Chief  Executive  Officer,  the
President or a Vice President and by the Secretary or an Assistant Secretary. If
any  certificate  is  countersigned  (1) by a  transfer  agent  other  than  the
corporation or any employee of the corporation, or (2) by a registrar other than
the corporation or any employee of the  corporation,  any other signature on the
certificate may be a facsimile.  If the corporation shall be authorized to issue
more  than one  class  of  stock or more  than  one  series  of any  class,  the
designations,  preferences,  and  relative  participating,  optional,  or  other
special rights of each class of stock or series thereof and the  qualifications,
limitations,  or restrictions of such  preferences and rights shall be set forth
in  full  or  summarized  on the  face or  back  of the  certificate  which  the
corporation shall issue to represent such class of stock;  provided that, except
as otherwise  provided by statute,  in lieu of the foregoing  requirements there
may be set forth on the face or back of the  certificate  which the  corporation
shall issue to  represent  such class or series of stock,  a statement  that the
corporation will furnish to each  stockholder who so requests the  designations,
preferences  and relative,  participating,  optional or other special  rights of
each class of stock or series thereof and the  qualifications,  limitations,  or
restrictions of such preferences and rights. All certificates surrendered to the
corporation  for  transfer  shall be canceled  and no new  certificate  shall be
issued until the former  certificate for a like number of shares shall have been
surrendered and canceled,  except that in the case of a lost, stolen, destroyed,
or mutilated  certificate  a new one may be issued  therefor upon such terms and
with such  indemnity,  if any, to the  corporation as the Board of Directors may
prescribe.  Certificates shall not be issued  representing  fractional shares of
stock.

     Section 8.02.  Lost  Certificates.  The Board of Directors may direct a new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore  issued by the corporation  alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming  the  certificate  of stock  to be  lost,  stolen  or  destroyed.  When
authorizing  such  issue of a new  certificate  or  certificates,  the  Board of
Directors may, in its  discretion  and as a condition  precedent to the issuance
thereof, require (1) the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative,  to advertise the same in such manner
as it shall require,  (2) such owner to give the  corporation a bond in such sum
as it may direct as  indemnity  against  any claim that may be made  against the
corporation with respect to the certificate or certificates alleged to have been
lost, stolen, or destroyed, or (3) both.

     Section 8.03. Transfers.  Upon surrender to the corporation or the transfer
agent  of  the  corporation  of  a  certificate  for  shares  duly  endorsed  or
accompanied  by proper  evidence of  succession,  assignment,  or  authority  to
transfer,  it shall be the duty of the corporation to issue a new certificate to
the  person  entitled  thereto,  cancel  the old  certificate,  and  record  the
transaction upon its books.  Transfers of shares shall be made only on the books
of the  corporation  by  the  registered  holder  thereof,  or by  his  attorney
thereunto  authorized  by power of attorney and filed with the  Secretary of the
corporation or the Transfer Agent.

     Section 8.04. Registered Stockholders. The corporation shall be entitled to
treat the holder of record of any share or shares of the  corporation's  capital
stock as the  holder in fact  thereof  and,  accordingly,  shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other  person,  whether  or not it shall  have  express or other
notice  thereof,  except  as  otherwise  provided  by the  laws of the  State of
Delaware.

                                   ARTICLE IX

                                    DIVIDENDS

     Section  9.01.  Declaration.  Dividends  with  respect to the shares of the
corporation's  capital stock,  subject to the  provisions of the  Certificate of
Incorporation,  if any, may be declared by the Board of Directors at any regular
or special meeting,  pursuant to applicable law.  Dividends may be paid in cash,
in property,  or in shares of capital  stock,  subject to the  provisions of the
Certificate of Incorporation.

     Section 9.02.  Reserve.  Before  payment of any dividend,  there may be set
aside out of any funds of the  corporation  available for dividends  such sum or
sums as the Board of Directors from time to time, in their absolute  discretion,
think proper as a reserve or reserves to meet  contingencies,  or for equalizing
dividends,  or for repairing or maintaining any property of the corporation,  or
for such other  purpose as the Board of Directors  shall think  conducive to the
interest of the  corporation,  and the Board of Directors  may modify or abolish
any such reserve in the manner in which it was created.

                                   ARTICLE X

                                 INDEMNIFICATION

     Section 10.01.  Third Party Actions.  The  corporation  shall indemnify any
director or officer of the corporation,  and may indemnify any other person, who
was or is a  party  or is  threatened  to be  made a  party  to any  threatened,
pending,  or completed  action,  suit, or proceeding,  whether civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation)  by  reason  of the  fact  that he is or was a  director,  officer,
employee,  or agent of the  corporation,  or is or was serving at the request of
the  corporation  as  a  director,   officer,  employee,  or  agent  of  another
corporation,  partnership,  joint venture,  trust, or other enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines, and amounts paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit,  or  proceeding  if he acted  in good  faith  and in a manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit, or proceeding by judgment,  order, settlement,  or conviction,  or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.

     Section  10.02.  Actions  by  or in  the  Right  of  the  Corporation.  The
corporation  shall indemnify any director or officer and may indemnify any other
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 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 as
the Court of Chancery or such other court shall deem proper.

     Section 10.03.  Mandatory  Indemnification.  To the extent that a director,
officer, employee, or agent of the corporation has been successful on the merits
or  otherwise  in defense of any  action,  suit,  or  proceeding  referred to in
Sections 10.01 and 10.02, or in defense of any claim,  issue, or matter therein,
he shall be indemnified  against expenses  (including  attorneys' fees) actually
and reasonably incurred by him in connection therewith.

     Section 10.04.  Determination of Conduct. Any indemnification under Section
10.01 or 10.02 of this  Article X (unless  ordered by a court)  shall be made by
the  corporation  only as authorized  in the specific case upon a  determination
that  indemnification of the director,  officer,  employee or agent is proper in
the  circumstances  because he has met the  applicable  standard  of conduct set
forth in Section 10.01 or 10.02 of this Article X. Such  determination  shall be
made (a) by a majority  vote of  directors  who were not parties to such action,
suit or proceeding,  even though less than a quorum, or (b) if there are no such
directors,  or if such directors so direct,  by  independent  legal counsel in a
written opinion, or (c) by the stockholders.

     Section  10.05.  Payment of  Expenses  in  Advance.  Expenses  incurred  in
defending a civil or criminal  action,  suit, or  proceeding  may be paid by the
corporation  in  advance  of the final  disposition  of such  action,  suit,  or
proceeding  upon  receipt  of an  undertaking  by or on behalf of the  director,
officer,  employee,  or agent to repay  such  amount if it shall  ultimately  be
determined  that he is not  entitled to be  indemnified  by the  corporation  as
authorized in this Article X.

     Section 10.06. Indemnity Not Exclusive. The indemnification and advancement
of expenses  provided or granted  hereunder shall not be deemed exclusive of any
other rights to which those seeking  indemnification  or advancement of expenses
may be  entitled  under the  Certificate  of  Incorporation,  any  other  bylaw,
agreement,  vote of stockholders,  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 10.07. Definitions. For purposes of this Article X:

     (a)  "the  corporation"  shall  include,   in  addition  to  the  resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or  merger  that,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors, officers, and 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 this Article
X with respect to the resulting or surviving  corporation  as he would have with
respect to such constituent corporation if its separate existence had continued;


     (b) "other enterprises" shall include employee benefit plans;

     (c)  "fines"  shall  include  any excise  taxes  assessed  on a person with
respect to any employee benefit plan;

     (d) "serving at the request of the  corporation"  shall include any service
as a director,  officer,  employee,  or agent of the  corporation  that  imposes
duties on, or involves services by, such director,  officer,  employee, or agent
with respect to an employee benefit plan, its participants or beneficiaries; and

     (e) a person who acted in good faith and in a manner he reasonably believed
to be in the  interest  of the  participants  and  beneficiaries  of an employee
benefit  plan shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" as referred to in this Article X. Section 10.08.

     Continuation of Indemnity.  The indemnification and advancement of expenses
provided or granted hereunder shall,  unless otherwise  provided when authorized
or ratified,  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.

                                   ARTICLE XI

                                  MISCELLANEOUS

     Section 11.01.  Seal. The corporate seal, if one is authorized by the Board
of Directors, shall have inscribed thereon the name of the corporation,  and the
words  "Corporate  Seal,  Delaware."  The  seal may be used by  causing  it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.

     Section 11.02.  Books. The books of the corporation may be kept (subject to
any provision  contained in the  statutes)  outside the State of Delaware at the
offices  of  the  corporation,  or at  such  other  place  or  places  as may be
designated from time to time by the Board of Directors.

                                  ARTICLE XII

                                    AMENDMENT

     Except as provided in the Certificate of Incorporation, these bylaws may be
altered,  amended,  or repealed by a majority  of the number of  directors  then
constituting  the Board of  Directors  at any  regular  meeting  of the Board of
Directors  without  prior  notice,  or at any  special  meeting  of the Board of
Directors if notice of such alteration, amendment, or repeal be contained in the
notice of such special meeting, or by the stockholders at any regular or special
meeting.