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                                                                 EXHIBIT 3(ii)

                            LCI INTERNATIONAL, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                          AMENDED AND RESTATED BY-LAWS


                             ARTICLE I  -  OFFICES

     The registered office of the Corporation in Delaware shall be at 1209
Orange Street in the City of Wilmington, County of New Castle, in the State of
Delaware, and The Corporation Trust Company shall be the resident agent of this
Corporation in charge thereof.  The Corporation may also have such other
offices at such other places, within or without the State of Delaware, as the
Board of Directors may from time to time designate or the business of the
Corporation may require.


                          ARTICLE II  -  STOCKHOLDERS

SECTION 1. ANNUAL MEETING

     The annual meeting of stockholders for the election of directors and the
transaction of any other business shall be held on such date, in such city and
state and at such time and place as may be designated by the Board of
Directors, and set forth in the notice of such meeting.    If said day be a
legal holiday, said meeting shall be held on the next succeeding business day.
At the annual meeting any business may be transacted and any corporate action
may be taken, whether stated in the notice of meeting or not, except as
otherwise expressly provided by statute or the Amended and Restated Certificate
of Incorporation.

SECTION 2. SPECIAL MEETINGS

     Special meetings of the stockholders for any purpose may be called at any
time by the Board of Directors, or by the Chief Executive Officer, and shall be
called by the Chief Executive Officer at the request of the holders of a
majority of the outstanding shares of capital stock entitled to vote.  Special
meetings shall be held at such place or places within or without the State of
Delaware as shall from time to time be designated by the Board of Directors and
stated in the notice of such meeting.  At a special meeting no business shall
be transacted and no corporate action shall be taken other than that stated in
the notice of the meeting.

SECTION 3. NOTICE OF MEETINGS

     Written notice of the time and place of any stockholders' meeting, whether
annual or special, shall be given to each stockholder entitled to vote thereat,
by personal delivery or by mailing the same to him at his address as the same
appears upon the records of the Corporation at

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least ten days but not more than sixty days before the day of the meeting.
Notice of any adjourned meeting need not be given except by announcement at the
meeting so adjourned, unless otherwise ordered in connection with such
adjournment.  Such further notice, if any, shall be given as may be required by
law.

SECTION 4. QUORUM

     Any number of stockholders, together holding at least a majority of the
capital stock of the Corporation issued and outstanding and entitled to vote,
who shall be present in person or represented by proxy at any meeting duly
called, shall constitute a quorum for the transaction of all business, except
as otherwise provided by law, by the Amended and Restated Certificate of
Incorporation or by these By-laws.

SECTION 5. ADJOURNMENT OF MEETINGS

     If less than a quorum shall attend at the time for which a meeting shall
have been called, the meeting may adjourn from time to time by a majority vote
of the stockholders present or represented by proxy and entitled to vote
without notice other than by announcement at the meeting until a quorum shall
attend.  Any meeting at which a quorum is present may also be adjourned in like
manner and for such time or upon such call as may be determined by a majority
vote of the stockholders present or represented by proxy and entitled to vote.
At any adjourned meeting at which a quorum shall be present, any business may
be transacted and any corporate action may be taken which might have been
transacted at the meeting as originally called.

SECTION 6. VOTING LIST

     The Secretary shall prepare and make, at least ten days before every
election of directors, a complete list of the stockholders entitled to vote,
arranged in alphabetical order and showing the address of each stockholder and
the number of shares of each stockholder.  Such list shall be open at the place
where the election is to be held for said ten days, to the examination of any
stockholder, and shall be produced and kept at the time and place of election
during the whole time thereof, and subject to the inspection of any stockholder
who may be present.

SECTION 7. VOTING

     Each stockholder entitled to vote at any meeting may vote either in person
or by proxy, but no proxy shall be voted on or after three years from its date,
unless said proxy provides for a longer period.  Each stockholder entitled to
vote shall at every meeting of the stockholders be entitled to one vote for
each share of stock registered in such stockholder's name on the record of
stockholders.  At all meetings of stockholders all matters, other than the
election of directors and except as otherwise provided by statute, shall be
determined by the affirmative vote of the majority of shares present in person
or by proxy and entitled  to vote on the subject matter.  Except as otherwise
provided by statute, directors shall be elected by a plurality of the votes of
the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors.  Voting at meetings of
stockholders need not be by written ballot.

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SECTION 8. RECORD DATE OF STOCKHOLDERS

     The Board of Directors is authorized to fix in advance a date not
exceeding sixty days nor less than ten days preceding the date of any meeting
of stockholders, or the date for the payment of any dividend, 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
the consent of stockholders for any purposes, 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 to 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, such meeting, and any adjournment
thereof, or to receive payment of such dividend, 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 such record date fixed as aforesaid.

SECTION 9. ACTION WITHOUT MEETING

     (a) Any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken without a meeting, without prior notice
and without a vote, if a consent or consents 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 and shall be delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or
an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded.  Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.  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) 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
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten (10) 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, request the Board of Directors to fix a record date.  The
Board of Directors shall promptly, but in all events within ten (10) 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 (10) days of the date on 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

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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 meeting are
recorded, to the attention of the Secretary of the Corporation.  Delivery shall
be by hand or by certified 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 meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolutions taking such prior action.

SECTION 10. CONDUCT OF MEETINGS

     The Chairman of the Board of Directors or, in his absence, the Chief
Executive Officer, the President or any Vice President designated by the
Chairman of the Board, if any, or in his absence the Chief Executive Officer,
shall preside at all regular or special meetings of stockholders.  To the
maximum extent permitted by law, such presiding person shall have the power to
set procedural rules, including but not limited to rules respecting the time
allotted to stockholders to speak, governing all aspects of the conduct of such
meetings.


                           ARTICLE III  -  DIRECTORS

SECTION 1. NUMBER AND QUALIFICATIONS

     Except as otherwise provided in the Amended and Restated Certificate of
Incorporation, the board of directors shall consist of such number of directors
as may be fixed from time to time by resolution of the Board.  The directors
need not be stockholders.

SECTION 2. ELECTION OF DIRECTORS

     The directors shall be elected by the stockholders at the annual meeting
of stockholders.

SECTION 3. DURATION OF OFFICE

     The directors chosen at any annual meeting shall, except as hereinafter
provided and except as otherwise provided in the Amended and Restated
Certificate of Incorporation, hold office until the next annual election and
until their successors are duly elected and qualify.

SECTION 4. REMOVAL AND RESIGNATION OF DIRECTORS

     Except as otherwise provided in the Amended and Restated Certificate of
Incorporation, any director may be removed from the Board of Directors, with
cause, by the holders of a majority of the shares of capital stock entitled to
vote, either by written consent or consents or at

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any special meeting of the stockholders called for that purpose, and the office
of such director shall forthwith become vacant.

     Any director may resign at any time.  Such resignation shall take effect
at the time specified therein, and if no time be specified, at the time of its
receipt by the President or Secretary.  The acceptance of a resignation shall
not be necessary to make it effective, unless so specified therein.

SECTION 5. FILLING OF VACANCIES

     Except as otherwise provided in the Amended and Restated Certificate of
Incorporation, any vacancy among the directors, occurring from any cause
whatsoever, may be filled by a majority of the remaining directors, though less
than a quorum, provided, however, that the stockholders removing any director
may at the same meeting fill the vacancy caused by such removal, and provided,
further, that if the directors fail to fill any such vacancy, the stockholders
may at any special meeting called for that purpose fill such vacancy.  In case
of any increase in the number of directors, the additional directors may be
elected by the directors in office before such increase.

     Except as otherwise provided in the Amended and Restated Certificate of
Incorporation, any person elected to fill a vacancy shall hold office, subject
to the right of removal as hereinbefore provided, until the next annual
election and until his successor is elected and qualifies.

SECTION 6. REGULAR MEETINGS

     The Board of Directors shall hold an annual meeting for the purpose of
organization and the transaction of any business immediately after the annual
meeting of the stockholders, provided a quorum of directors is present.  Other
regular meetings may be held at such times as may be determined from time to
time by resolution of the Board of Directors.

SECTION 7. SPECIAL MEETINGS

     Special meetings of the Board of Directors may be called by the Chairman
of the Board of Directors or by the Chief Executive Officer.

SECTION 8. NOTICE AND PLACE OF MEETINGS

     Meetings of the Board of Directors may be held at the principal office of
the Corporation, or at such other place as shall be stated in the notice of
such meeting.  Notice of any special meeting, and, except as the Board of
Directors may otherwise determine by resolution, notice of any regular meeting
also, shall be mailed to each director addressed to him at his residence or
usual place of business at least two days before the day on which the meeting
is to be held, or if sent to him at such place by telegraph or cable, or
delivered personally or by telephone, not later than the day before the day on
which the meeting is to be held.  No notice of the annual meeting

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of the Board of Directors shall be required if it is held immediately after the
annual meeting of the stockholders and if a quorum is present.

SECTION 9. BUSINESS TRANSACTED AT MEETINGS, ETC.

     Any business may be transacted and any corporate action may be taken at
any regular or special meeting of the Board of Directors at which a quorum
shall be present, whether such business or proposed action be stated in the
notice of such meeting or not, unless special notice of such business or
proposed action shall be required by statute.

SECTION 10. QUORUM

     A majority of the Board of Directors at any time in office shall
constitute a quorum.  At any meeting at which a quorum is present, the vote of
a majority of the members present shall be the act of the Board of Directors
unless the act of a greater number is specifically required by law or by the
Certificate of Incorporation or these By-laws.  The members of the Board shall
act only as the Board and the individual members thereof shall not have any
powers as such.

SECTION 11. COMPENSATION

     The directors shall not receive any stated salary for their services as
directors, but by resolution of the Board of Directors a fixed fee and expenses
of attendance may be allowed for attendance at each meeting.  Nothing herein
contained shall preclude any director from serving the Corporation in any other
capacity, as an officer, agent or otherwise, and receiving compensation
therefor.

SECTION 12. ACTION 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 committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of the Board or committee.

SECTION 13. MEETINGS THROUGH USE OF COMMUNICATIONS EQUIPMENT

     Members of the Board of Directors, or any committee designated by the
Board of Directors, shall, except as otherwise provided by law, the Amended and
Restated Certificate of Incorporation or these By-laws, have the power to
participate in a meeting of the Board of Directors, or any committee, by means
of a conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at the meeting.


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                           ARTICLE IV  -  COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE

     The Board of Directors may, by resolution passed by a majority of the
whole Board, designate two or more of their number to constitute an Executive
Committee to hold office at the pleasure of the Board, which Committee shall,
during the intervals between meetings of the Board of Directors, have and
exercise all of the powers of the Board of Directors in the management of the
business and affairs of the Corporation, subject only to such restrictions or
limitations as the Board of Directors may from time to time specify, or as
limited by the Delaware Corporation Law, and shall have power to authorize the
seal of the Corporation to be affixed to all papers which may require it.

     Any member of the Executive Committee may be removed at any time, with or
without cause, by a resolution of a majority of the whole Board of Directors.

     Any person ceasing to be a director shall ipso facto cease to be a member
of the Executive Committee.

     Any vacancy in the Executive Committee occurring from any cause whatsoever
may be filled from among the directors by a resolution of a majority of the
whole Board of Directors.

SECTION 2. OTHER COMMITTEE

     Other committees, whose members need not be directors, may be appointed by
the Board of Directors or the Executive Committee, which committees shall hold
office for such time and have such powers and perform such duties as may from
time to time be assigned to them by the Board of Directors or the Executive
Committee.

     Any member of such a committee may be removed at any time, with or without
cause, by the Board of Directors or the Executive Committee.  Any vacancy in a
committee occurring from any cause whatsoever may be filled by the Board of
Directors or the Executive Committee.

SECTION 3. RESIGNATION

     Any member of a committee may resign at any time.  Such resignation shall
be made in writing and shall take effect at the time specified therein, or, if
no time be specified, at the time of its receipt by the President or Secretary.
The acceptance of a resignation shall not be necessary to make it effective
unless so specified therein.

SECTION 4. QUORUM

     A majority of the members of a committee shall constitute a quorum.  The
act of a majority of the members of a committee present at any meeting at which
a quorum is present

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shall be the act of such committee.  The members of a committee shall act only
as a committee, and the individual members thereof shall not have any powers as
such.

SECTION 5. RECORD OF PROCEEDINGS, ETC.

     Each committee shall keep a record of its acts and proceedings, and shall
report the same to the Board of Directors when and as required by the Board of
Directors.

SECTION 6. ORGANIZATION, MEETINGS, NOTICES, ETC.

     A committee may hold its meetings at the principal office of the
Corporation, or at any other place which a majority of the committee may at any
time agree upon.  Each committee may make such rules as it may deem expedient
for the regulation and carrying on of its meetings and proceedings.  Unless
otherwise ordered by the Executive Committee, any notice of a meeting of such
committee may be given by the Secretary of the Corporation or by the chairman
of the committee and shall be sufficiently given if mailed to each member at
his residence or usual place of business at least two days before the day on
which the meeting is to be held, or if sent to him at such place by telegraph
or cable, or delivered personally or by telephone not later than 24 hours
before the time at which the meeting is to be held.

SECTION 7. COMPENSATION

     The members of any committee shall be entitled to such compensation as may
be allowed them by resolution of the Board of Directors.


                             ARTICLE V  -  OFFICERS

SECTION 1. NUMBER

     The officers of the Corporation shall be a Chief Executive Officer, a
President, one or more Vice Presidents, a Secretary, a Treasurer and such other
officers as may be appointed in accordance with the provisions of Section 3 of
this Article V.  The Board of Directors in its discretion may also elect a
Chairman of the Board of Directors.

SECTION 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS

     The officers, except as provided in Section 3 of this Article V, shall be
chosen annually by the Board of Directors.  Each such officer shall, except as
herein otherwise provided, hold office until his successor shall have been
chosen and shall qualify.  The Chairman of the Board of Directors, if any, and
the Chief Executive Officer shall be directors of the Corporation, and should
any one of them cease to be a director, he shall ipso facto cease to be such
officer.  Except as otherwise provided by law, any number of offices may be
held by the same person.

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SECTION 3. OTHER OFFICERS

     Other officers, including one or more additional vice-presidents,
assistant secretaries or assistant treasurers, may from time to time be
appointed by the Board of Directors, which other officers shall have such
powers and perform such duties as may be assigned to them by the Board of
Directors or the officer or committee appointing them.

SECTION 4. REMOVAL OF OFFICERS

     Any officer of the Corporation may be removed from office, with or without
cause, by a vote of a majority of the Board of Directors.

SECTION 5. RESIGNATION

     Any officer of the Corporation may resign at any time.  Such resignation
shall be in writing and shall take effect at the time specified therein, and if
no time be specified, at the time of its receipt by the President or Secretary.
The acceptance of a resignation shall not be necessary in order to make it
effective, unless so specified therein.

SECTION 6. FILLING OF VACANCIES

     A vacancy in any office shall be filled by the Board of Directors or by
the authority appointing the predecessor in such office.

SECTION 7. COMPENSATION

     The compensation of the officers shall be fixed by the Board of Directors,
or by any committee upon whom power in that regard may be conferred by the
Board of Directors.

SECTION 8. CHAIRMAN OF THE BOARD OF DIRECTORS

     The Chairman of the Board of Directors shall be a director and shall
preside at all meetings of the Board of Directors at which he shall be present,
and shall have such power and perform such duties as may from time to time be
assigned to him by the Board of Directors.

SECTION 9. CHIEF EXECUTIVE OFFICER

     The Chief Executive Officer shall, when present, preside at all meetings
of the stockholders, and, in the absence of the Chairman of the Board of
Directors, at meetings of the Board of Directors.  He shall have power to call
special meetings of the stockholders or of the Board of Directors or of the
Executive Committee at any time.  He shall be the chief executive officer of
the Corporation, and shall have the general direction of the business, affairs
and property of the Corporation, and of its several officers, and shall have
and exercise all such powers and discharge such duties as usually pertain to
the office of President.

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SECTION 10. PRESIDENT AND VICE PRESIDENTS

     The President and the Vice Presidents, or any of them, shall, subject to
the direction of the Board of Directors, at the request of the Chief Executive
Officer or in his absence, or in case of his inability to perform his duties
from any cause, perform the duties of the Chief Executive Officer, and, when so
acting, shall have all the powers of, and be subject to all restrictions upon,
the Chief Executive Officer.  The President and Vice Presidents shall also
perform such other duties as may be assigned to them by the Board of Directors,
and the Board of Directors may determine the order of priority among them.

SECTION 11. SECRETARY

     The Secretary shall perform such duties as are incident to the office of
Secretary, or as may from time to time be assigned to him by the Board of
Directors, or as are prescribed by these By-laws.

SECTION 12. TREASURER

     The Treasurer shall perform such duties and have powers as are usually
incident to the office of Treasurer or which may be assigned to him by the
Board of Directors.


                          ARTICLE VI  -  CAPITAL STOCK

SECTION 1. ISSUE OF CERTIFICATES OF STOCK

     Certificates of capital stock shall be in such form as shall be approved
by the Board of Directors.  They shall be numbered in the order of their issue
and shall be signed by the Chairman of the Board of Directors, the Chief
Executive Officer, the President, or one of the Vice Presidents, and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer,
and the seal of the Corporation or a facsimile thereof may be impressed or
affixed or reproduced thereon; provided, however, that where such certificates
are signed by a transfer agent or an assistant transfer agent or by a transfer
clerk acting on behalf of the Corporation and a registrar, the signature of any
such Chairman of the Board of Directors, the Chief Executive Officer,
President, Executive Vice President, Secretary, Assistant Secretary, Treasurer
or Assistant Treasurer may be facsimile.  In case any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on any such certificate or certificates shall cease to be such officer or
officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be adopted
by the Corporation and be issued and delivered as though the person or persons
who signed such certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon have not ceased to be such officer or
officers of the Corporation.


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SECTION 2. REGISTRATION AND TRANSFER OF SHARES

     The name of each person owning a share of the capital stock of the
Corporation shall be entered on the books of the Corporation together with the
number of shares held by such person, the numbers of the certificates covering
such shares and the dates of issue of such certificates.  The shares of stock
of the Corporation shall be transferable on the books of the Corporation by the
holders thereof in person, or by their duly authorized attorneys or legal
representatives, on surrender and cancellation of certificates for a like
number of shares, accompanied by an assignment or power of transfer endorsed
thereon or attached thereto, duly executed, and with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require.  A record shall be made of each transfer.

     The Board of Directors may make other and further rules and regulations
concerning the transfer and registration of certificates for stock and may
appoint a transfer agent or registrar or both and may require all certificates
of stock to bear the signature of either or both.

SECTION 3. LOST, DESTROYED AND MUTILATED CERTIFICATES

     The holder of any stock of the Corporation shall immediately notify the
Corporation of any loss, theft, destruction or mutilation of the certificates
therefor.  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 Board of Directors may, in its discretion, require the owner
of the lost, stolen or destroyed certificate, or his legal representatives, to
give the Corporation a bond, in such sum not exceeding double the value of the
stock and with such surety or sureties as they may require, to indemnify it
against any claim that may be made against it by reason of the issue of such
new certificate and against all other liability in the premises, or may remit
such owner to such remedy or remedies as he may have under the laws of the
State of Delaware.


                    ARTICLE VII  -  DIVIDENDS, SURPLUS, ETC.

SECTION 1. GENERAL DISCRETION OF DIRECTORS

     The Board of Directors shall have power to fix and vary the amount to be
set aside or reserved as working capital of the Corporation, or as reserves, or
for other proper purposes of the Corporation, and, subject to the requirements
of the Certificate of Incorporation, to determine whether any, if any, part of
the surplus or net profits of the Corporation shall be declared as dividends
and paid to the stockholders, and to fix the date or dates for the payment of
dividends.


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                   ARTICLE VIII  -  MISCELLANEOUS PROVISIONS.

SECTION 1. FISCAL YEAR

     The fiscal year of the Corporation shall commence on the first day of
January and end on the last day of December.

SECTION 2. CORPORATE SEAL

     The corporate seal shall be in such form as approved by the Board of
Directors and may be altered at their pleasure.  The corporate seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced
or otherwise.

SECTION 3. NOTICES

     Except as otherwise expressly provided, any notice required by these
By-laws to be given shall be sufficient if given by depositing the same in a
post office or letter box in a sealed postpaid wrapper addressed to the person
entitled thereto at his address, as the same appears upon the books of the
Corporation, or by telegraphing or cabling the same to such person at such
addresses; and such notice shall be deemed to be given at the time it is
mailed, telegraphed or cabled.

SECTION 4. WAIVER OF NOTICE

     Any stockholder or director may at any time, by writing or by telegraph or
by cable, waive any notice required to be given under these By-laws, and if any
stockholder or director shall be present at any meeting his presence shall
constitute a waiver of such notice.

SECTION 5. CHECKS, DRAFTS, ETC.

     All checks, 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, agent or agents of the Corporation, and in
such manner, as shall from time to time be designated by resolution of the
Board of Directors.

SECTION 6. DEPOSITS

     All funds of the Corporation shall be deposited from time to time to the
credit of the Corporation in such bank or banks, trust companies or other
depositories as the Board of Directors may select, and, for the purpose of such
deposit, checks, drafts, warrants and other orders for the payment of money
which are payable to the order of the Corporation, may be endorsed for deposit,
assigned and delivered by any officer of the Corporation, or by such agents of
the Corporation as the Board of Directors or the President may authorize for
that purpose.


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SECTION 7. VOTING STOCK OF OTHER CORPORATIONS

     Except as otherwise ordered by the Board of Directors or the Executive
Committee, the Chief Executive Officer or the Treasurer shall have full power
and authority on behalf of the Corporation to attend and to act and to vote at
any meeting of the stockholders of any corporation of which the Corporation is
a stockholder and to execute a proxy to any other person to represent the
Corporation at any such meeting, and at any such meeting the Chief Executive
Officer or the Treasurer or the holder of any such proxy, as the case may be,
shall possess and may exercise any and all rights and powers incident to
ownership of such stock and which, as owner thereof, the Corporation might have
possessed and exercised if present.  The Board of Directors or the Executive
Committee may from time to time confer like powers upon any other person or
persons.

SECTION 8. INDEMNIFICATION OF OFFICERS AND DIRECTORS

     The Corporation shall indemnify any and all of its directors, including
former directors, who shall serve as a director of any corporation at the
request of this Corporation, to the fullest extent permitted under and in
accordance with the laws of the State of Delaware.  The Corporation may
indemnify officers, employees and agents of the Corporation to the same extent
as for directors of the Corporation.

                           ARTICLE IX  -  AMENDMENTS

     The Board of Directors shall have the power to make, rescind, alter, amend
and repeal these By-laws, provided, however, that the stockholders shall have
power to rescind, alter, amend or repeal any by-laws made by the Board of
Directors, and to enact by-laws which if so expressed shall not be rescinded,
altered, amended or repealed by the Board of Directors.  No change of the time
or place for the annual meeting of the stockholders for the election of
directors shall be made except in accordance with the laws of the State of
Delaware.




Dated: January 21, 1997

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