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                                                                     EXHIBIT 3.3

                                 AMENDED BYLAWS


"SECTION 2.1.   ANNUAL MEETINGS. The annual meeting of stockholders of the 
Corporation shall be held between April 1 and May 30 of each year on such date 
at such time as the Board of Directors shall determine. At each annual meeting 
of stockholders, directors shall be elected in accordance with the provisions 
of Section 3.3 hereof and any other proper business may be transacted."

"SECTION 2.4     NOTICE OF MEETINGS. Except as otherwise required by law, 
written notice of each annual or special meeting of stockholders stating the 
date and time when, and the place where, it is to be held shall be delivered 
either personally or by mail to stockholders entitled to vote at such meeting 
not less than ten (10) nor more than sixty (60) days before the date of the 
meeting. The purpose or purposes for which the meeting is called may, in the 
case of an annual meeting, and shall, in the case of a special meeting, also be 
stated. If mailed, such notice shall be directed to a stockholder at his 
address as it shall appear on the stock books of the Corporation, unless he 
shall have filed with the Secretary of the Corporation, a written request that 
notices intended for him be mailed to some other address, in which case such 
notice shall be mailed to the address designated in such request. When a 
meeting is adjourned to another time or place, notice need not be given of the 
adjourned meeting if the time and place thereof are announced at the meeting in 
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 (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."

"SECTION 2.13    NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

A.      Annual Meetings of Stockholders.

(1)     Nominations of persons for election to the board of directors of the 
Company and the proposal of business to be considered by the stockholders may 
be made at an annual meeting of stockholders (a) pursuant to the Company's 
notice of meeting, (b) by or at the direction of the board of directors or (c) 
by any stockholder of the Company who was a stockholder of record at the time 
of giving of notice provided for in this bylaw, who is entitled to vote at the 
meeting and who complies with the notice procedures set forth in this bylaw.

(2)     For nominations or other business to be properly brought before an 
annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of 
this bylaw, the stockholder must have given timely notice thereof in writing to 
the Secretary of the Company and such other business must otherwise be a proper 
matter for stockholder action. To be timely, a stockholder's notice shall be 
delivered to the Secretary at the principal executive offices of the Company 
not later than the close of business on the 60th day nor earlier than the close 
of business on the 90th day prior to the first anniversary of the preceding 
year's annual meeting; provided, however, that in the event that the date of 
the annual meeting is more than 30 days before or more than 60 days after such

                                   EXHIBIT B

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anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the close of business on the 90th day prior to such annual
meeting and not later than the close of business on the later of the 60th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the Company. In no
event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice as described
above. Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a Director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of Directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a Director if elected); (b) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and address of such stockholder, as they appear on the Company's
books, and of such beneficial owner and (ii) the class and number of shares of
the Company which are owned beneficially and of record by such stockholder and
such beneficial owner.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this 
bylaw to the contrary, in the event that the number of Directors to be elected 
to the Board of directors of the Company is increased and there is no public 
announcement by the Company naming all of the nominees for Director or 
specifying the size of the increased Board of directors at least 70 days prior 
to the first anniversary of the preceding year's annual meeting, a 
stockholder's notice required by this bylaw shall also be considered timely, 
but only with respect to nominees for any new positions created by such 
increase, if it shall be delivered to the Secretary at the principal executive 
offices of the Company not later than the close of business on the 10th day 
following the day on which such public announcement is first made by the 
Company.

B. Special Meetings of Stockholders. Only such business shall be conducted at a 
special meeting of stockholders as shall have been brought before the meeting 
pursuant to the Company's notice of meeting. Nominations of persons for 
election to the Board of directors may be made at a special meeting of 
stockholders at which Directors are to be elected pursuant to the Company's 
notice of meeting (a) by or at the direction of the Board of directors or (b) 
provided that the Board of directors has determined that Directors shall be 
elected at such meeting, by any stockholder of the Company who is a stockholder 
of record at the time of giving of notice provided for in this bylaw, who shall 
be entitled to vote at the meeting and who complies with the notice procedures 
set forth in this bylaw. In the event the Company calls a special meeting of

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stockholders for the purpose of electing one or more Directors to the Board of 
directors, any such stockholder may nominate a person or persons (as the case 
may be), for election to such position(s) as specified in the Company's notice 
of meeting, if the stockholder's notice required by paragraph (A)(2)of this 
bylaw shall de delivered to the Secretary at the principal executive offices 
of the Company not earlier than the close of business on the 90th day prior to 
such special meeting and not later than the close of business on the later of 
the 60th day prior to such special meeting or the 10th day following the day on 
which public announcement is first made of the date of the special meeting and 
of the nominees proposed by the Board of directors to be elected at such 
meeting. In no event shall the public announcement of an adjournment of a 
special meeting commence a new time period for the giving of a stockholder's 
notice as described above.

C. General.

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

(2)  For purposes of this bylaw, "public announcement" shall mean disclosure 
in a press release reported by the Dow Jones News Service, Associated Press or 
comparable national news service or in a document publicly filed by the Company 
with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) 
of the Exchange Act.

(3)  Notwithstanding the foregoing provisions of this bylaw, a stockholder shall
also comply with all applicable requirements of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth in this bylaw.
Nothing in this bylaw shall be deemed to affect any rights (i) of stockholders
to request inclusion of proposals in the Company's proxy statement pursuant to
Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of
preferred stock to elect Directors under specified circumstances."


"SECTION 3.6. VACANCIES AND ADDITIONAL DIRECTORSHIPS. Any Bylaw amendment
adopted by the Board of Directors increasing or reducing the authorized number
of directors, shall require a resolution adopted by the affirmative vote of not
less than seventy five (75%) percent of the directors. Newly created
directorships resulting from any increase in the number of directors and any
vacancies 



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on the Board of Directors resulting from death, resignation, disqualification,
removal or other cause shall be filled solely by the affirmative vote of a 
majority of the remaining directors then in office, regardless of their class, 
even though less than a quorum of the Board of Directors. 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 or until such director's death, resignation or 
removal, whichever first occurs. No decrease in the number of directors 
constituting the Board of Directors shall shorten the term of any incumbent 
director."

"SECTION 5.1.   THIRD PARTY ACTIONS. Subject to any indemnification agreement 
which may be entered into between the Corporation and a director or officer, 
the Corporation shall indemnify any person who was or is a party or is 
threatened to be made a party to any threatened, pending, or completed action, 
suit, or proceeding, whether civil, criminal, administrative or investigative 
(other than an action by or in the right of the Corporation) by reason of the 
fact that he is or was a director or officer of the Corporation, or is or was 
serving at the request of the Corporation as a director or officer 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 as determined by the Board 
of Directors or the Executive Committee thereof. The termination of any action, 
suit or proceeding by judgment, order, settlement, 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 interest of the 
Corporation, and with respect to any criminal action or proceeding, had 
reasonable cause to believe that his conduct was unlawful."

"SECTION 5.2.   ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. The Corporation 
shall indemnify any person who was or is a party or is threatened to be made  
a party to any threatened, pending, or completed action or suit by or in the 
right of the Corporation to procure a judgment in its favor by reason of the 
fact that he is or was a director or officer of the Corporation, or is or was 
serving at the request of the Corporation as a director or officer 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 as determined by the Board of Directors or the


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Executive Committee thereof; provided, however, 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 Delaware 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 which the Delaware
Court of Chancery or such other court shall deem proper."

"SECTION 5.3.   SUCCESSFUL DEFENSE. To the extent that a director or officer of 
the Corporation has been successful on the merits or otherwise in defense of 
any action, suit or proceeding referred to in Sections 5.1 and 5.2 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."



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