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                                                                  EXHIBIT 3.38.3

                            CERTIFICATE OF AMENDMENT

                                  OF BYLAWS OF

                            COMMODORE HOLDINGS, INC.



         The undersigned, being the duly elected and acting Secretary of
Commodore Holdings, Inc. (the "Corporation"), hereby certifies that Article IV
of the Bylaws of the Corporation has been amended, effective November 4, 1996,
by the Board of Directors to read in its entirety as set forth in Exhibit I
attached hereto.


Dated: November 4, 1996



                                        /s/ James J. Sullivan
                                        ----------------------------------------
                                        James J. Sullivan, Secretary

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                                   EXHIBIT I

                     AMENDMENT TO BYLAWS OF THE CORPORATION

                                  ARTICLE III

                                    OFFICERS

         SECTION 1.   The officers of the Corporation shall be a President, one
or more Vice Presidents (any one or more of whom may be designated Executive
Vice President or Senior Vice President), a Treasurer, a Secretary and, if the
Board of Directors so elects, a Chairman of the Board and such other officers
as the Board of Directors may from time to time elect or appoint.  Each officer
shall hold office until his successor shall be duly elected and shall qualify
or until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.  Any number of offices may be held by the same
person, unless the Certificate of Incorporation provides otherwise.  Except for
the Chairman of the Board, if any, no officer need be a director.

         SECTION 2.   The salaries or other compensation of the officers and
agents of the Corporation shall be fixed from time to time by the Board of
Directors.

         SECTION 3.   Any officer or agent elected or appointed by the Board of
Directors may be removed, either with or without cause, by the vote of a
majority of the whole Board of Directors at a special meeting called for the
purpose, or at any regular meeting of the Board of Directors, provided the
notice for such meeting shall specify that the matter of any such proposed
removal will be considered at the meeting but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.  Election
or appointment of an officer or agent shall not of itself create contract
rights.

         SECTION 4.   Any vacancy occurring in any office of the Corporation
may be filled by the Board of Directors.

         SECTION 5.   The President shall be the chief executive officer of the
Corporation unless the Board of Directors elects or appoints a chief executive
officer or designates the Chairman of the Board as chief executive officer.
Subject to the control of the Board of Directors and the executive committee
(if any), the chief executive officer shall have general executive charge,
management and control of the properties, business and operations of the
Corporation with all such powers as may be reasonably incident to such
responsibilities; he may agree upon and execute all leases, contracts,
evidences of indebtedness and other obligations in the name of the Corporation
and may sign all certificates for shares of capital stock of the Corporation;
unless the Board of Directors otherwise determines, the chief executive officer
shall, in the absence of the Chairman of the Board or if there be no Chairman
of the Board, preside at all meetings of the stockholders and (should he be a
director) of the Board of Directors; and shall have such other powers and
duties as designated in accordance with these bylaws and as from time to time
may be assigned to him by the Board of Directors.


         SECTION 6.   If elected, the Chairman of the Board shall preside at
all meetings of the stockholders and of the Board of Directors; and he shall
have such other powers and duties as
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designated in these bylaws and as from time to time may be assigned to him by
the Board of Directors.

         SECTION 7.   Unless the Board of Directors otherwise determines, the
President shall have the authority to agree upon and execute all leases,
contracts, evidences of indebtedness and other obligations in the name of the
Corporation; and, unless the Board of Directors otherwise determines, he shall,
in the absence of the Chairman of the Board and the chief executive officer or
if there be no Chairman of the Board or chief executive officer, preside at all
meetings of the stockholders and (should he be a director) of the Board of
Directors; and he shall have such other powers and duties as designated in
accordance with these bylaws and as from time to time may be assigned to him by
the Board of Directors.

         SECTION 8.   In the absence of the President, or in the event of his
inability or refusal to act, a Vice President designated by the Board of
Directors shall perform the duties of the President, and when so acting shall
have all the powers of and be subject to all the restrictions upon the
President.  In the absence of a designation by the Board of Directors of a Vice
President to perform the duties of the President, or in the event of his
absence or inability or refusal to act, the Vice President who is present and
who is senior in terms of time as a Vice President of the Corporation shall so
act.  The Vice Presidents shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

         SECTION 9.   The Treasurer shall have responsibility for the custody
and control of all the funds and securities of the Corporation, and he shall
have such other powers and duties as designated in these bylaws and as from
time to time may be assigned to him by the Board of Directors.  He shall
perform all acts incident to the position of Treasurer, subject to the control
of the chief executive officer and the Board of Directors; and he shall, if
required by the Board of Directors, give such bond for the faithful discharge
of his duties in such form as the Board of Directors may require.

         SECTION 10.  Each Assistant Treasurer shall have the usual powers and
duties pertaining to his office, together with such other powers and duties as
designated in these bylaws and as from time to time may be assigned to him by
the chief executive officer or the Board of Directors.  The Assistant
Treasurers shall exercise the powers of the Treasurer during that officer's
absence or inability or refusal to act.

         SECTION 11.  The Secretary shall keep the minutes of all meetings of
the Board of Directors, committees of directors and the stockholders, in books
provided for that purpose; he shall attend to the giving and serving of all
notices; he may in the name of the Corporation affix the seal of the
Corporation to all contracts of the Corporation and attest the affixation of
the seal of the Corporation thereto; he may sign with the other appointed
officers all certificates for shares of capital stock of the Corporation; he
shall have charge of the certificate books, transfer books and stock ledgers,
and such other books and papers as the Board of Directors may direct, all of
which shall at all reasonable times be open to inspection of any director upon
application at the office of the Corporation during business hours; he shall
have such other powers and duties as designated in these bylaws and as from
time to time may be assigned to him by the Board of Directors; and he shall in
general perform all acts incident to the office of Secretary, subject to the
control of the chief executive officer and the Board of Directors.


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         SECTION 12.  Each Assistant Secretary shall have the usual powers and
duties pertaining to his office, together with such other powers and duties as
designated in these bylaws and as from time to time may be assigned to him by
the chief executive officer or the Board of Directors.  The Assistant
Secretaries shall exercise the powers of the Secretary during that officer's
absence or inability or refusal to act.

         SECTION 13.  Unless otherwise directed by the Board of Directors, the
chief executive officer shall have power to vote and otherwise act on behalf of
the Corporation, in person or by proxy, at any meeting of security holders of
or with respect to any action of security holders of any other corporation in
which this Corporation may hold securities and otherwise to exercise any and
all rights and powers which this Corporation may possess by reason of its
ownership of securities in such other corporation.