Exhibit 3(b)
           

                                       BY-LAWS

                                          of

                         SIX FLAGS ENTERTAINMENT CORPORATION

                               (A Delaware Corporation)

                     As Amended and Restated as of June 23, 1995


                                      ARTICLE I

                                     DEFINITIONS
                                     -----------

                     As used in these By-Laws, unless the context
               otherwise requires, the term:

               1.1  "Affiliate shall have the meaning ascribed thereto in
          the Stockholders Agreement.

               1.2  "Assistant Secretary" means an Assistant Secretary of
          the Corporation.

               1.3   "Assistant Treasurer" means an Assistant Treasurer of
          the Corporation.

               1.4   "Board" means the Board of Directors of the
          Corporation.

               1.5  "By-Laws" means the initial By-Laws of the Corporation,
          as amended from time to time.

               1.6   "CEO" shall mean the chief executive officer of the
          Corporation.

<PAGE>

               1.7  "Certificate of incorporation" means the initial
          certificate of incorporation of the corporation, as amended,
          supplemented or restated from time to time.

               1.8  "Chairman" means the Chairman of the Board of Directors
          of the Corporation.  Unless the Board designates another person,
          the CEO shall be the Chairman of the Board of Directors.

               1.9  "Class A Stockholder" shall have the meaning ascribed
          thereto in the Stockholders Agreement.

               1.10 "Corporation" means Six Flags Entertainment
          Corporation.

               1.11  "Directors" means directors of the Corporation.

               1.12  "Entire Board" means all directors of the Corporation
          in office, whether or not present at a meeting of the Board, but
          disregarding vacancies.

               1.13 "General Corporation Law" means the General Corporation
          Law of the State of Delaware, as amended from time to time.

               1.14 "Majority Class A-1 Holders" shall have the meaning
          ascribed thereto in the Stockholders Agreement.

               1.15 "Majority Class B Holders" shall have the meaning
          ascribed thereto in the Stockholders Agreement.

               1.16 "Office of the Corporation" means the executive office
          of the Corporation, anything in Section 131 of the General
          Corporation Law to the contrary notwithstanding.

               1.17 "President" means the President of the corporation and
          its chief executive officer.

               1.18 "Secretary" means the Secretary of the Corporation.

<PAGE>

               1.19 "Shares" shall have the meaning ascribed thereto in the
          Stockholders Agreement.

               1.20 "Stockholders" means stockholders of the corporation.

               1.21 "Stockholders Agreement" means the Stockholders and
          Registration Rights Agreement, dated as of June 23, 1995, by and
          among the Corporation and the Stockholders named therein.

               1.22 "Supermajority Vote" shall have the meaning ascribed
          thereto in the Stockholders Agreement.

               1.23 "Treasurer" means the Treasurer of the Corporation.

               1.24 "Vice President" means a Vice President of the
          Corporation.


                                      ARTICLE 2

                                     STOCKHOLDERS
                                     ------------

               2.1  Place of Meetings.  Every meeting of Stockholders shall
                    -----------------
          be held at the office of the Corporation or at such other place
          within or without the State of Delaware as shall be specified or
          fixed in the notice of such meeting or in the waiver of notice
          thereof.

               2.2  Annual Meeting.  A meeting of Stockholders shall be 
                    --------------
          held annually for the election of Directors and the transaction
          of other business at such hour and on such business day in April
          or May or as may be determined by the Board and designated in the
          notice of meeting.

               2.3  Deferred Meeting for Election of Directors, Etc.  If 
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          the annual meeting of Stockholders for the election of Directors
          and the transaction of other business is not held within the

<PAGE>

          months specified in Section 2.2 hereof, the Board shall call a
          meeting of Stockholders for the election of Directors and the
          transaction of other business as soon thereafter as convenient.

               2.4  Other Special Meetings.  A special meeting of 
                    ----------------------
          Stockholders (other than a special meeting for the election of
          Directors), unless otherwise prescribed by statute, may be called
          at any time by the Board or by the President or by the Secretary. 
          At any special meeting of Stockholders only such business may be
          transacted as is related to the purpose or purposes of such
          meeting set forth in the notice thereof given pursuant to Section
          2.6 hereof or in any waiver of notice thereof given pursuant to
          Section 2.7 hereof.

               2.5  Fixing Record Date.  For the purpose of
                    ------------------

               (a)  determining the Stockholders entitled (i) to notice of
          or to vote at any meeting of Stockholders or any adjournment
          thereof, (ii) unless otherwise provided in the Certificate of
          Incorporation, to express consent to corporate action in writing
          without a meeting or (iii) to receive payment of any dividend or
          other distribution or allotment of any rights, or entitled to
          exercise any rights in respect of any change, conversion or
          exchange of stock; or (b) any other lawful action, the Board may
          fix a record date,, which record date shall not precede the date
          upon which the resolution fixing the record date was adopted by
          the Board and which record date shall not be (x) in the case of
          clause (a) (i) above, more than sixty nor less than ten days
          before the date of such meeting, (y) in the case of clause
          (a)(ii) above, more than ten days after the date upon which the
          resolution fixing the record date was adopted by the Board and
          (z) in the case of clause (a)(iii) or (b) above, more than sixty
          days prior to such action.  If no such record date is fixed:

<PAGE>

               2.5.1     the record date for determining Stockholders
          entitled to notice of or to vote at a meeting of stockholders
          shall be at the close of business on the day next preceding the
          day on which notice is given, or, if notice is waived, at the
          close of business on the day next preceding the day on which the
          meeting is held;

               2.5.2     the record date for determining stockholders
          entitled to express consent to corporate action in writing
          without a meeting (unless otherwise provided in the Certificate
          of Incorporation), when no prior action by the Board is required
          under the General Corporation Law, shall be the first day 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 an officer or agent of the Corporation
          having custody of the book in which proceedings of meetings of
          stockholders are recorded; and when prior action by the Board is
          required under the General Corporation 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 adopts the resolution taking such
          prior action; and

               2.5.3     the record date for determining stockholders for
          any purpose other than those specified in Sections 2.5.1 and
          2.5.2 shall be at the close of business on the day on which the
          Board adopts the resolution relating thereto.

               When a determination of Stockholders entitled to notice of
          or to vote at any meeting of Stockholders has been made as
          provided in this section 2.5, such determination shall apply to
          any adjournment thereof unless the Board fixes a new record date
          for the adjourned meeting.  Delivery made to the Corporation's
          registered office in accordance with Section 2.5.2 shall be by

          <PAGE>

          hand or by certified or registered mail, return receipt
          requested.

               2.6  Notice of Meetings of Stockholders.  Except as 
                    ----------------------------------
          otherwise provided in Sections 2.5 and 2.7 hereof, whenever under
          the provisions of any statute, the Certificate of Incorporation,
          these By-Laws or the Stockholders Agreement, Stockholders are
          required or permitted to take any action at a meeting, written
          notice shall be given stating the place, date and hour of the
          meeting and, in the case of a special meeting, the purpose or
          purposes for which the meeting is called.  Unless otherwise
          provided by any statute, the Certificate of Incorporation, these
          By-Laws or the Stockholders Agreement, a copy of the notice of
          any meeting shall be given, personally or by mail, not less than
          tan nor more than sixty days before the date of the meeting, to
          each Stockholder entitled to notice of or to vote at such
          meeting.  If mailed, such notice shall be deemed to be given when
          deposited in the United States mail, with postage prepaid,
          directed to the Stockholder at his or her address as it appears
          on the records of the Corporation. An affidavit of the Secretary
          or an Assistant-Secretary or of the transfer agent of the
          Corporation that the notice required by this section 2.6 has been
          given shall, in the absence of fraud, be prima facie evidence of
          the facts stated therein.  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 at
          which the adjournment is taken, and at the adjourned meeting any
          business may be transacted that might have been transacted at the
          meeting as originally called.  If, however, the adjournment is
          for more than thirty days, or if after the adjournment a new

          <PAGE>

          record date is fixed for the adjourned meeting, a notice of the
          adjourned meeting shall be given to each Stockholder of record
          entitled to notice of or to vote at the meeting.

               2.7  Waivers of Notice.  Whenever the giving of any notice 
                    -----------------
          is required by statute, the Certificate of Incorporation, these
          By-Laws or the Stockholders Agreement, a waiver thereof, in
          writing, signed by the Stockholder or Stockholders entitled to
          said notice, whether before or after the event as to which such
          notice is required, shall be deemed equivalent to notice. 
          Attendance by a Stockholder at a meeting shall constitute a
          waiver of notice of such meeting, except when the Stockholder
          attends a meeting for the purpose of objecting, at the beginning
          of the meeting, to the transaction of any business on the ground
          that the meeting has not been lawfully called or convened. 
          Neither the business to be transacted at, nor the purpose of, any
          regular or special meeting of the Stockholders need be specified
          in any written waiver of notice unless so required by statute,
          the Certificate of Incorporation, these By-Laws or the
          Stockholders Agreement.

               2.8  List of Stockholders.  The Secretary shall prepare and
                    --------------------
          make, or cause to be prepared and made, at least ten days before
          every meeting of Stockholders, a complete list of the
          Stockholders entitled to vote at the meeting, arranged in
          alphabetical order, and showing the address of each Stockholder
          and the number of shares registered in the name of each
          Stockholder.  Such list shall be open to the examination of any
          Stockholder, the Stockholder's agent, or attorney, at the
          Stockholder's expense, for any purpose germane to the meeting,
          during ordinary business hours, for a period of at least ton days
          prior to the meeting, either at a place within the city where the
          meeting is to be held, which place shall be specified in the
          notice of the meeting, or, if not so specified, at the place

          <PAGE>

          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.  The Corporation shall maintain the Stockholder list in
          written form or in another form capable of conversion into
          written form within a reasonable time.  Upon the willful neglect
          or refusal of the Directors to produce such a list at any meeting
          for the election of Directors, they shall be ineligible for
          election to any office at such meeting.  The stock ledger shall
          be the only evidence as to who are the Stockholders entitled to
          examine the stock ledger, the list of Stockholders or the books
          of the Corporation, or to vote in person or by proxy at any
          meeting of Stockholders.

               2.9  Quorum of Stockholders; Adjournment.  Except as 
                    -----------------------------------
          otherwise provided by any statute, the Certificate of
          Incorporation or these By-Laws, the holders of a majority of each
          of the Class A Preferred Stock, the Class B Preferred Stock the
          Class A Common Stock and the Class B Common stock outstanding and
          entitled to vote at any-meeting of Stockholders, present in
          person or represented by proxy, shall constitute a quorum for the
          transaction of any business at such meeting.  When a quorum is
          once present to organize a meeting of Stockholders, it is not
          broken by the subsequent withdrawal of any Stockholders.  The
          holders of a majority of the shares.of stock present in person or
          represented by proxy at any meeting of Stockholders, including an
          adjourned meeting, whether or not a quorum is present, may
          adjourn such meeting to another time and place.  Shares of its
          own stock belonging to the Corporation or to another corporation,
          if a majority of the shares entitled to vote in the election of
          directors of such other corporation is held, directly or
          indirectly, by the Corporation, shall neither be entitled to vote

          <PAGE>

          nor be counted for quorum purposes; provided, however, that the 
                                              --------  -------
          foregoing shall not limit the right of the corporation to vote
          stock, including but not limited to its own stock, held by it in
          a fiduciary capacity.

               2.10 Voting; Proxies.  Unless otherwise provided in the 
                    ---------------
          Certificate of Incorporation, every Stockholder of record shall
          be entitled at every meeting of stockholders to one vote for each
          share of capital stock standing in his or her name on the record
          of Stockholders determined in accordance with Section 2.5 hereof. 
          If the Certificate of Incorporation provides for more or less
          than one vote for any share on any matter, each reference in the
          By-Laws or the General Corporation Law to a majority or other
          proportion of stock shall refer to such majority or other
          proportion of the votes of such stock.  The provisions of
          Sections 212 and 217 of the General Corporation Law shall apply
          in determining whether any shares of capital stock may be voted
          and the persons, if any, entitled to vote such shares; but the
          Corporation shall be protected in assuming that the persons in
          whose names shares of capital stock stand on the stock ledger of
          the corporation are entitled to vote such shares.  Holders of
          redeemable shares of stock are not entitled to vote after the
          notice of redemption is mailed to such holders and a sum
          sufficient to redeem the stocks has been deposited with a bank,
          trust company, or other financial institution under an
          irrevocable obligation to pay the holders the redemption price on
          surrender of the shares of stock.  At any meeting of Stockholders
          (at which a quorum was present to organize the meeting), all
          matters, except as otherwise provided by statute or by the
          Certificate of Incorporation, by these By-Laws or by the
          Stockholders Agreement, shall be decided by a majority of the
          votes cast at such meeting by the holders of shares present in

          <PAGE>

          person or represented by proxy and entitled to vote thereon,
          whether or not a quorum is present when the vote is taken.  All
          elections of Directors shall be by written ballot unless
          otherwise provided in the Certificate of Incorporation.  In
          voting on any other question on which a vote by ballot is
          required by law or is demanded by any Stockholder entitled to
          vote, the voting shall be by ballot.  Each ballot shall be signed
          by the Stockholder voting or the Stockholder's proxy and shall
          state the number of shares voted. on all other questions, the
          voting may be Each Stockholder entitled to vote at a meeting of
          Stockholders or to express consent or dissent to corporate action
          in writing without a meeting may authorize another person or
          persons to act for such Stockholder by proxy.  The validity and
          enforceability of any proxy shall be determined in accordance
          with Section 212 of the General Corporation Law.  A Stockholder
          may revoke any proxy that is not irrevocable by attending the
          meeting and voting in person or by filing an instrument in
          writing revoking the proxy or by delivering a proxy in accordance
          with applicable law bearing a later date to the Secretary.

               2.11 Voting Procedures and Inspectors of Election at 
                    ------------------------------------------------
          Meetings of Stockholders.  The Board, in advance of any meeting 
          ------------------------
          of stockholders, may appoint one or more inspectors to act at the
          meeting and make a written report thereof.  The Board may
          designate one or more persons as alternate inspectors to replace
          any inspector who fails to act.  If no inspector or alternate has
          been appointed or is able to act at a meeting, the person
          presiding at the meeting may appoint, and on the request of any
          Stockholder entitled to vote thereat shall appoint, one or more
          inspectors to act at the meeting.  Each inspector, before
          entering upon the discharge of his or her duties, shall take and
          sign an oath faithfully to execute the duties of inspector with

          <PAGE>


          strict impartiality and according to the best of his or her
          ability.  The inspectors shall (a) ascertain the number of shares
          outstanding and the voting power of each, (b) determine the
          shares represented at the meeting and the validity of proxies and
          ballots, (c) count all votes and ballots, (d) determine and
          retain for a reasonable period a record of the disposition of any
          challenges made to any determination by the inspectors, and (e)
          certify their determination of the number of shares represented
          at the meeting and their count of all votes and ballots.  The
          inspectors may appoint or retain other persons or entities to
          assist the inspectors in the performance of their duties.  Unless
          otherwise provided by the Board, the date and time of the opening
          and the closing of the polls for each matter upon which the
          Stockholders will vote at a meeting shall be determined by the
          person presiding at the meeting and shall be announced at the
          meeting.  No ballot, proxies or votes, or any revocation thereof
          or change thereto, shall be accepted by the inspectors after the
          closing of the polls unless the Court of Chancery of the State of
          Delaware upon application by a Stockholder shall determine
          otherwise.

               2.12 Organization.  At each meeting of Stockholders, the 
                    ------------
          President, or in the absence of the President, the Chairman, or
          if there is no Chairman or if there be one and the Chairman is
          absent, a Vice President, and in case more than one Vice
          President shall be present, that Vice President designated by the
          Board (or in the absence of any such designation, the most senior
          Vice President, based on age, present), shall act as chairman of
          the meeting.  The Secretary, or in his or her absence one of the
          Assistant Secretaries, shall act as secretary of the meeting.  In
          case none of the officers above designated to act as chairman or
          secretary of the meeting, respectively, shall be present, a

          <PAGE>

          chairman or a secretary of the meeting, as the case may be, shall
          be chosen by a majority of the votes cast at such meeting by the
          holders of shares of capital stock present in person or
          represented by proxy and entitled to vote at the meeting.

               2.13 Order of Business.  The order of business at all 
                    -----------------
          meetings of Stockholders shall be as determined by the chairman
          of the meeting, but the order of business to be followed at any
          meeting at which a quorum is present may be changed by a majority
          of the votes cast at such meeting by the holders of shares of
          capital stock present in person or represented by proxy and
          entitled to vote at the meeting.

               2.14 Written Consent of Stockholders Without Meeting.  
                    -----------------------------------------------
          Unless otherwise provided in the certificate of Incorporation,
          any action required by the General Corporation Law to be taken at
          any annual or special meeting of stockholders, or any action
          which may be taken at any annual or special meeting, 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 (by hand or by certified or registered mail, return
          receipt requested) 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.  Ever written consent shall bear the
          date of signature of each stockholder who signs the consent and
          no written consent shall be effective to take the corporate
          action referred to therein unless, within sixty days of-the

          <PAGE>

          earliest dated consent delivered in the manner required by this
          Section 2.14, written consents signed by a sufficient number of
          holders to take action are delivered to the Corporation as
          aforesaid.  Prompt notice of the taking of the corporate action
          without a meeting by less than unanimous written consent shall be
          given to those Stockholders have not consented in writing.


                                      ARTICLE 3

                                      Directors
                                      ---------

               3.1  General Powers.  Except as otherwise provided in the 
                    --------------
          Certificate of incorporation, the business and affairs of the
          corporation shall be managed by or under the direction of the
          Board.  The Board may adopt such rules and regulations, not
          inconsistent with the Certificate of Incorporation, these By-
          Laws, the Stockholders Agreement or applicable laws, as it may
          deem proper for the conduct of its meetings and the management of
          the Corporation.  In addition to the powers expressly conferred
          by these By-Laws, the Board may exercise all powers and perform
          all act that are not required, by these By-Laws, the Certificate
          of Incorporation, the Stockholders Agreement or by statute, to be
          exercised and performed by the Stockholders.

               3.2  Number; Qualification; Term of Office.  As provided in
                    -------------------------------------
          the Stockholders Agreement, and subject to Section 1.8 thereof,
          the Board shall consist of twelve (12) members, or such other
          even number of directors (the "Authorized Number") as may be
          agreed to by a Supermajority Vote, of whom (i) a number of
          Directors equal to fifty percent of the Authorized Number (the
          "Class A-1 Authorized Number") shall be designated by the

          <PAGE>

          Majority Class A-1 Holders (collectively the "Class A-1
          Directors"--and each a Class A-1 Directory), (ii) a number of
          Directors equal to the Class A-1 Authorized Number minus one
          shall be designated by the Majority Class B Holders (collectively
          the "Class B Directors" and each a "Class B Director") and one
          Director, who shall be the CEO, appointed by a Supermajority Vote
          (the management Director").  Directors need not be Stockholders. 
          Each Director shall hold office until a successor is elected and
          qualified or until the Director's death, resignation or removal.

               3.3  Directors shall, except as otherwise required by
          statute or by the Certificate of Incorporation, be elected in
          accordance with Article IV, Section B, Part 5 and Article IV,
          Section C, Part 1 of the Certificate of Incorporation at a
          meeting of stockholders by the holders of shares entitled to vote
          in the election in accordance with the stockholders Agreement.

               3.4  Newly Created Directorships and Vacancies.  Unless 
                    -----------------------------------------
          otherwise provided in the Certificate of incorporation, newly
          created Directorships resulting from an increase in the number of
          Directors and vacancies occurring in the Board for any other
          reason, including the removal of Directors with or without cause,
          shall be filled only by the Stockholders in accordance with the
          Stockholders Agreement.  A Director elected to fill a vacancy
          shall be elected to hold office until a successor is elected and
          qualified, or until the Director's earlier death, resignation or
          removal. if at any time a vacancy is created on the Board by
          reason of the death, removal or resignation of any Class A-1
          Director, Class B Director or Management Director, each
          Stockholder shall, within five days after the date such vacancy
          first occurs, take such action as is reasonably necessary,
          including the voting of its Shares, to elect a director or

          <PAGE>

          directors designated in accordance with Section 3.2 hereof to
          fill such vacancy or vacancies; provided that during such five-
          day period following the creation of the vacancy, the
          stockholders and the Board shall not transact any other business
          of the Corporation.

               3.5  Resignation.  Any Director may resign at any tine by 
                    -----------
          written notice to the Corporation.  Such resignation shall take
          effect at the time therein specified, and, unless otherwise
          specified in such resignation, the acceptance of such resignation
          shall not be necessary to make it effective.

               3.6  Removal.   Subject to the provisions of Section 141(k)
                    -------
          of the General Corporation Law, any or all of the Directors may
          be removed with or without cause by vote of the Stockholders in
          accordance with the Stockholders Agreement and the Certificate of
          incorporation.

               3.7  Compensation.  Each Director, in consideration of his 
                    ------------
          or her service as such, shall be entitled to receive from the
          Corporation such amount per annum or such fees for attendance at
          Directors, meetings, or both, as the Board may from time to time
          determine, together with reimbursement for the reasonable out-of-
          pocket expenses, if any, incurred by such Director in connection
          with the performance of his or her duties.  Each Director who
          shall serve as a member of any committee of Directors in
          consideration of serving as such shall be entitled to such
          additional amount per annum or such fees for attendance at
          committee meetings, or both, as the Board may from time to time
          determine, together with reimbursement for the reasonable out-of-
          pocket expenses, if any, incurred by such Director in the
          performance of his or her duties.  Nothing contained in this
          Section 3.7 shall preclude any Director from serving the

          <PAGE>

          Corporation or its subsidiaries in any other capacity and
          receiving proper compensation therefor.

               3.8  Times and Places of Meetings.  The Board may hold 
                    ----------------------------
          meetings, both regular and special, either within or without the
          State of Delaware.  The times and places for holding meetings of
          the Board may be fixed from time to time by resolution of the
          Board or (unless contrary to a resolution of the Board) in the
          notice of the meeting.  Except as otherwise determined by the
          Board, all special and regular meetings of the Board shall be
          held at the principal offices of the Corporation.

               3.9   Annual Meetings.  On the day when and at the place 
                    ----------------
          where the annual meeting of stockholders for the election of
          Directors is held, and as soon as practicable thereafter, the
          Board may hold its annual meeting, without notice of such
          meeting, for the purposes of organization, the election of
          officers and the transaction of other business.  The annual
          meeting of the Board may be hold at any other time and place
          specified in a notice given as provided in Section 3.11
          hereof for special meetings of the Board or in a waiver of notice
          thereof.

               3.10 Regular Meetings. Regular meetings of the Board shall 
                    ----------------
          be held at least quarterly and may be held without notice at such
          times and at such places as shall from time to time be determined
          by the Board.

               3.11 Special Meetings.  Special meetings of the Board may
                    ----------------
          be called by the CEO, a majority of the class A-1 Directors then
          in office or a majority of the class B Directors then in office
          on at least three business days' notice to each Director given by
          one of the means specified in section 3.14. Special meetings

          <PAGE>

          shall be called by the Chairman, President or Secretary in like
          manner and on like notice on the written request of a majority of
          the Class A-1 Directors or a majority of the Class B Directors
          then serving.

               3.12 Telephone Meetings.  Directors or members of any 
                    ------------------
          committee designated by the Board may participate in a meeting of
          the Board or of such committee by means of conference telephone
          or similar communications equipment through which all persons
          participating in the meeting can hear each other, and
          participation in a meeting pursuant to this Section 3.12 shall
          constitute attendance in person at such meeting.  All actions by
          the Board shall be reflected in the minutes of such meeting.

               3.13 Adjourned Meetings.  A majority of the Directors 
                    ------------------
          present at any meeting of the Board, including an adjourned
          meeting, whether or not a quorum is present, may adjourn such
          meeting to another time and place.  At least one day's notice of
          any adjourned meeting of the Board shall be given to each
          Director whether or not present at the time of the adjournment,
          if such notice shall be given by one of the means specified in
          Section 3.14 hereof other than by mail, or at least three days'
          notice if by mail.  Any business may be transacted at an
          adjourned meeting that might have been transacted at the meeting
          as originally called.

               3.14 Notice Procedure.  Subject to Sections 3.11 and 3.17 
                    ----------------
          hereof, whenever, under the provisions of any statute, the
          Certificate of Incorporation or these By-Laws, notice is required
          to be given to any Director, such notice shall be in writing and
          shall be delivered in person or sent by facsimile, telegram,
          telex, by registered or certified mail (postage prepaid, return
          receipt requested) or by reputable overnight courier to the

<PAGE>

          Director at such Director's address as it appears on the records
          of the corporation (and shall be deemed to have been given as of
          the date so delivered or sent).

               3.15 Waiver of Notice.  Whenever the giving of any notice is
                    ----------------
          required by statute, the Certificate of Incorporation or these
          By-Laws, a waiver thereof, in writing, signed by the person or
          persons entitled to said notice, whether before or after the
          event as to which such notice is required, shall be deemed
          equivalent to notice.  Attendance by a person at a meeting shall
          constitute a waiver of notice of such meeting except when the
          person attends a meeting for the express purpose of objecting, at
          the beginning of the meeting, to the transaction of any business
          on the ground that the meeting has not been lawfully called or
          convened.  Neither the business to be transacted at, nor the
          purpose of, any regular or special meeting of the Directors or a
          committee of Directors need be specified in any written waiver of
          notice unless so required by statute, the Certificate of
          Incorporation or these By-Laws.

               3.16 Organization.  At each meeting of the Board, the 
                    ------------
          Chairman, or in the absence of the Chairman, the President, or in
          the absence of the President a chairman chosen by a majority of
          the Class A-1 Directors and a majority of the Class B Directors
          present, shall preside.  The Secretary shall act as secretary at
          each meeting of the Board.  In case the Secretary shall be absent
          from any meeting of the Board, an Assistant Secretary shall
          perform the duties of secretary at such meeting; and in the
          absence from any such meeting of the Secretary and all Assistant
          Secretaries, the person presiding at the meeting may appoint any
          person to act as secretary of the meeting.

<PAGE>

               3.17 Quorum of Directors.  The presence in person of a 
                    -------------------
          majority of the Class A-1 Directors and a majority of the Class B
          Directors shall be necessary and sufficient to constitute a
          quorum for the transaction of business at any meeting of the
          Board, but a majority of a smaller number of each of the 
          Class A-1 Directors and the Class B Directors present may adjourn
          any such meeting to a later date.

               3.18 Board Action.  No action required or permitted to be 
                    ------------
          taken by the Board at any meeting may be taken by the Board
          unless a quorum is present.  Except as otherwise expressly
          required by statute, the Certificate of Incorporation, the
          Stockholders Agreement or these By-Laws, the act of a majority of
          the Directors present at a meeting at which a quorum is present
          shall be the act of the Board; provided that if the matter being
          considered is a Supermajority Matter (as defined in the
          Stockholders Agreement), a Supermajority Vote shall be required
          for such action.  Any such action also may be taken by unanimous
          written consent.

               3.19 Action Without Meeting.  Unless otherwise restricted by
                    ----------------------
          the Certificate of Incorporation or these By-Laws, any action
          required or permitted to be taken at any meeting of the Board or
          of any committee thereof may be taken without a meeting if all
          Directors or members of such committee, as the case may be,
          consent thereto in writing, and the writing or writings are filed
          with the minutes of proceedings of the Board or committee.

               3.20 Board Observers.  Each Class A Stockholder that is not
                    ---------------
          otherwise directly represented on the Board of Directors by a
          Class A Director and (i) in the case of an original Purchaser (as
          defined in the stockholders Agreement) which is a bank or an

<PAGE>

          Affiliate thereof, that holds at least 50% of the Shares
          originally purchased by it, and (ii) in all cases (including the
          case of a Class A Stockholder that is an Affiliate of a bank)
          that either directly or in the aggregate with its Affiliates
          holds at least 5% of the issued and outstanding Shares, shall be
          entitled to designate a representative who may attend (but shall
          not be entitled to cast any votes and shall not count for quorum
          purposes) any meeting of the Board of Directors.  The Company
          shall use its reasonable efforts to provide such representatives
          with notice of any meeting of the Board of Directors and copies
          of any materials distributed to the Board of Directors in
          connection with any such meeting simultaneously with any such
          notice or material being given failure by the Company to give
          such notice or to distribute such materials to such
          representatives shall not invalidate, delay or otherwise affect
          any such meeting or any action taken or resolution adopted
          thereat.  The reasonable out-of-pocket expenses incurred in
          connection with such attendance by such representatives which are
          designated by a bank, Aetna (as defined in the Stockholders
          Agreement) or an Affiliate thereof shall be paid by the
          Corporation.


                                      ARTICLE 4

                               COMMITTEES OF THE BOARD
                               -----------------------

               The Board may, by resolution passed by a Supermajority Vote,
          designate one or more committees, each committee to consist of
          one or more of the Directors of the Corporation, and may
          designate one or more Directors as alternate members of any such
          committee, who may replace any absent or disqualified member at
          any meeting of such committee.  Any such committee, to the extent

<PAGE>

          provided in the resolution of the Board passed as aforesaid,
          shall have and may exercise all the powers and authority of the
          Board in the management of the business and affairs of the
          corporation, and may authorize the seal of the Corporation to be
          impressed on all papers that may require it, but no such
          committee shall have the power or authority of the Board in
          reference to amending the Certificate of Incorporation, adopting
          an agreement of merger or consolidation under section 251 or
          section 252 of the General Corporation Law, recommending to the
          Stockholders the sale, lease or exchange of all or substantially
          all of the Corporation's property and assets, recommending to the
          stockholders the dissolution or revocation of the dissolution of
          the corporation, or amending the By-Laws of the Corporation; or,
          without a Supermajority Vote, acting on any supermajority Matter;
          and, unless the resolution designating it expressly so provides,
          no such committee shall have the power and authority to declare a
          dividend, to authorize the issuance of stock or to adopt a
          certificate of ownership and merger pursuant to Section 253 of
          the General Corporation Law.  Unless otherwise specified in the
          resolution of the Board designating a committee or involving a
          supermajority Matter, at all meetings of such committee a
          majority of the total number of members of the committee shall
          constitute a quorum for the transaction of business, and the vote
          of a majority of the members of the committee present at any
          meeting at which there is a quorum shall be the act of the
          committee.  No action by any committee of the Board shall be
          valid unless (i) taken at a meeting for which notice, sent as
          provided in Section 3.14 of these By-Laws, has been duly given
          to, or waived by, the members of such committee or (ii) effected
          by an action by unanimous written consent signed by each of the
          members of such committee.  Such notice shall include a
          description of the general nature of the business to be

<PAGE>

          transacted at the meeting.  Each committee shall keep regular
          minutes of its meetings.  Unless the Board otherwise provides,
          each committee designated by the Board may make, alter and repeal
          rules for the conduct of its business.  In the absence of such
          rules each committee shall conduct its business in the same
          manner as the Board conducts its business pursuant to Article 3
          of these By-Laws.


                                      ARTICLE 5

                                       OFFICERS
                                       --------

               5.1  Positions.  The officers of the Corporation shall be a
                    ---------
          President, a Secretary, a Treasurer and such other officers as
          the Board may appoint, including a Chairman, one or more vice
          Presidents and one or more Assistant Secretaries and Assistant
          Treasurers, who shall exercise such powers and perform such
          duties as shall be determined from time to time by the Board. 
          The Board may designate one or more Vice Presidents as Executive
          Vice Presidents and may use descriptive words or phrases to
          designate the standing, seniority or areas of special competence
          of the Vice Presidents elected or appointed by it.  Any number of
          offices may be held by the same person unless the Certificate of
          Incorporation or these By-Laws otherwise provide.

               5.2  Appointment.  The officers of the Corporation shall be
                    -----------
          chosen by the Board (and, in the case of an appointment of a
          person who would be one of the three most senior executive
          officers of the Corporation, by supermajority Vote of the Board)
          at its annual meeting or at such other time or times as the Board
          shall determine.

<PAGE>

               5.3  Compensation.  The compensation of all officers of the
                    ------------
          Corporation shall be fixed by the Board.  No officer shall be
          prevented from receiving a salary or other compensation by reason
          of the fact that the officer is also a Director.

               5.4  Term of Office.  Each officer of the Corporation shall
                    --------------
          hold office for the term for which he or she is elected and until
          such officer's Successor is elected and qualified or until such
          officer's earlier death, resignation or removal.  Any officer may
          resign at any time upon written notice to the Corporation.  Such
          resignation shall take effect at the date of receipt of such
          notice or at such later time as is therein specified, and, unless
          otherwise specified, the acceptance of such resignation shall not
          be necessary to make it effective.  The resignation of an officer
          shall be without prejudice to the contract rights of the
          Corporation, if any.  Any officer elected or appointed by the
          Board may be removed at any time, with or without cause, by vote
          of a majority of the entire Board, provided that the removal or
          suspension of any person who is one of the three most senior
          executive officers of the Corporation shall require a
          Supermajority Vote of the Board.  Any vacancy occurring in any
          office of the Corporation shall be filled by the Board.  The
          removal of an officer without cause shall be without prejudice to
          the officers contract rights, if any.  The election or
          appointment of an officer shall not of itself create contract
          rights.

               5.5  Fidelity Bonds.  The Corporation may secure the 
                    --------------
          fidelity of any or all of its officers or agents by bond or
          otherwise.

               5.6  Chairman.  The Chairman, if one shall have been 
                    --------
          appointed, shall preside at all meetings of the Board and shall
          exercise such powers and perform such other duties as shall be
          determined from time to time by the Board.

<PAGE>

               5.7  President.  The President shall be the Chief Executive
                    ---------
          Officer of the Corporation and shall have general supervision
          over the business of the Corporation, subject, however, to the
          control of the Board and of any duly authorized committee of
          Directors.  The President shall preside at all meetings of the
          Stockholders and at all meetings of the Board at which the
          Chairman (if there be one) is not present.  The President may
          sign and execute in the name of the Corporation deeds, mortgages,
          bonds, contracts and other instruments except in cases in which
          the signing and execution thereof shall be expressly delegated by
          the Board or by these By-Laws to some other officer or agent of
          the corporation or shall be required by statute otherwise to be
          signed or executed and, in general, the President shall perform
          all duties incident to the office of President of a corporation
          and such other duties as may from time to time be assigned to the
          President by the Board; provided that any document or instrument
          relating to a Supermajority Matter (as defined in the
          Stockholders Agreement) must be approved by a Supermajority Vote
          of the Board as set forth in the stockholders Agreement prior to
          any such signing, execution or performance.

               5.8  Vice Presidents.  At the request of the President, or,
                    ---------------
          in the President's absence, at the request of the Board, the Vice
          Presidents shall (in such order as may be designated by the Board
          or, in the absence of any such designation, in order of seniority
          based on age) perform all of the duties of the President and, in
          so performing, shall have all the powers of, and be subject to
          all restrictions upon, the President.  Any Vice President may
          sign and execute in the name of the corporation deeds, mortgages,
          bonds, contracts or other instruments, except in cases in which
          the signing and execution thereof shall be expressly delegated by

<PAGE>

          the Board or by these By-Laws to some other officer or agent of
          the Corporation, or shall be required by statute otherwise to be
          signed or executed, and each Vice President shall perform such
          other duties as from time to time may be assigned to such Vice
          President by the Board or by the President; provided that any
          document or instrument relating to a Supermajority Matter (as
          defined in the Stockholders Agreement) must be approved-by a
          supermajority Vote of the Board as set forth in the Stockholders
          Agreement prior to any such signing, execution or performance.

               5.9  Secretary.  The Secretary shall attend all meetings of
                    ---------
          the Board and of the Stockholders and shall record all the
          proceedings of the meetings of the Board and of the stockholders
          in a book to be kept for that purpose, and shall perform like
          duties for committees of the Board, when required.  The secretary
          shall give, or cause to be given, notice of all special meetings
          of the Board and of the stockholders and shall perform such other
          duties as may be prescribed by the Board or by the President,
          under whose supervision the secretary shall be.  The Secretary
          shall have custody of the corporate seal of the Corporation, and
          the Secretary, or an Assistant Secretary, shall have authority to
          impress the same on any instrument requiring it, and when so
          impressed the seal may be attested by the signature of the
          Secretary or by the signature of such Assistant Secretary.  The
          Board may give general authority to any other officer to impress
          the seal of the Corporation and to attest the same by such
          officer's signature.  The Secretary or an Assistant Secretary may
          also attest all instruments signed by the president or any Vice
          President.  The Secretary shall have charge of all the books,
          records and papers of the Corporation relating to its
          organization and management, shall see that the reports,

<PAGE>

          statements and other documents required by statute are properly
          kept and filed and, in general, shall perform all duties incident
          to the office of Secretary of a corporation and such other duties
          as may from time to time be assigned to the Secretary by the
          Board or by the President.

               5.10 Treasurer.  The Treasurer shall have charge and custody
                    ---------
          of, and be responsible for, all funds, securities and notes of
          the Corporation; receive and give receipts for moneys due and
          payable to the Corporation from any sources whatsoever; deposit
          all such moneys and valuable effects in the name and to the
          credit of the Corporation in such depositories as may be
          designated by the Board; against proper vouchers, cause such
          funds to be disbursed by checks or drafts on the authorized
          depositories of the Corporation signed in such manner as shall be
          determined by the Board and be responsible for the accuracy of
          the amounts of all moneys so disbursed; regularly enter or cause
          to be entered in books or other records maintained for the
          purpose full and adequate account of all moneys received or paid
          for the account of the Corporation; have the right to require
          from time to time reports or statements giving such information
          as the Treasurer may desire with respect to any and all financial
          transactions of the Corporation from the officers or agents
          transacting the same; render to the President or the Board,
          whenever the President or the Board shall require the Treasurer
          so to do, an account of the financial condition of the
          Corporation and of all financial transactions of the corporation,
          exhibit at all reasonable times the records and books of account
          to any of the Directors upon application at the office of the
          Corporation where such records and books are kept; disburse the
          funds of the Corporation as ordered by the Board; and, in
          general, perform all duties incident to the office of Treasurer

<PAGE>

          of a corporation and such other duties as may from time to time
          be assigned to the Treasurer by the Board or the President.

               5.11 Assistant Secretaries and Assistant Treasurers.  
                    ----------------------------------------------
          Assistant Secretaries and Assistant Treasurers shall perform such
          duties as shall be assigned to them by the Secretary or by the
          Treasurer, respectively, or by the Board or by the President.


                                      ARTICLE 6

                    CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
                    ----------------------------------------------

               6.1  Execution of Contracts.  The Board, except as otherwise
                    ----------------------
          provided in these By-Laws, may prospectively or retroactively
          authorize any officer or officers, employee or employees or agent
          or agents, in the name and on behalf of the Corporation, to enter
          into any contract or execute and deliver any instrument, and any
          such authority may be general or confined to specific instances,
          or otherwise limited.

               6.2  Loans.  The Board may prospectively or retroactively 
                    -----
          authorize the President or any other officer, employee or agent
          of the Corporation to effect loans and advances at any time for
          the Corporation from any bank, trust company or other
          institution, or from any firm, corporation or individual, and for
          such loans and advances the person so authorized may make,
          execute and deliver promissory notes, bonds or other certificates
          or evidences of indebtedness of the Corporation, and, when
          authorized by the Board so to do, may pledge and hypothecate or
          transfer any securities or other property of the Corporation as
          security for any such loans or advances.  Such authority
          conferred by the Board may be general or confined to specific
          instances, or otherwise limited.

<PAGE>

               6.3  Checks, Drafts, Etc.  All checks, drafts and other 
                    --------------------
          orders for the payment of money out of the funds of the
          Corporation and all evidences of indebtedness of the Corporation
          shall be signed on behalf of the Corporation in such manner as
          shall from time to time be determined by resolution of the Board.

               6.4  Deposits.  The funds of the Corporation not otherwise 
                    --------
          employed shall be deposited from time to time to the order of the
          Corporation with such banks, trust companies investment banking
          firms, financial institutions or other depositories as the Board
          may select or as may be selected by an officer, employee or agent
          of the Corporation to whom such power to select may from time to
          time be delegated by the Board.


                                      ARTICLE 7

                                 STOCK AND DIVIDENDS
                                 -------------------

               7.1  Certificates Representing Shares.  The shares of 
                    --------------------------------
          capital stock of the Corporation shall be represented by
          certificates in such form (consistent with the provisions of
          Section 158 of the General Corporation Law) as shall be approved
          by the Board.  Such certificates shall be signed by the chairman,
          the President or a Vice President and by the Secretary or an
          Assistant Secretary or the Treasurer or an Assistant Treasurer,
          and may be impressed with the seal of the Corporation or a
          facsimile thereof.  The signatures of the officers upon a
          certificate may be facsimiles, if the certificate is
          countersigned by a transfer agent or registrar other than the
          corporation itself or its employee.  In case any officer,
          transfer agent or registrar who has signed or whose facsimile
          signature has been placed upon any certificate shall have ceased
          to be such officer, transfer agent or registrar before such

<PAGE>

          certificate is issued, such certificate may, unless otherwise
          ordered by the Board, be issued by the Corporation with the same
          effect as if such person were such officer, transfer agent or
          registrar at the date of issue.

               7.2  Transfer of Shares.  Transfers of shares of capital 
                    ------------------
          stock of the Corporation shall be made only on the books of the
          Corporation by the holder thereof or by the holder's duly
          authorized-attorney appointed by a power of attorney duly
          executed and filed with the Secretary or a transfer agent of the
          Corporation, and on surrender of the certificate or certificates
          representing such shares of capital stock properly endorsed for
          transfer and upon payment of all necessary transfer taxes.  Every
          certificate exchanged, returned or surrendered to the corporation
          shall be marked "Cancelled," with the date of cancellation, by
          the Secretary or an Assistant Secretary or the transfer agent of
          the Corporation.  A person in whose name shares of capital stock
          shall stand on the books of the corporation shall be deemed the
          owner thereof to receive dividends, to vote as such owner and for
          all other purposes as respects the Corporation.  No transfer of
          shares of capital stock shall be valid as against the
          Corporation, its stockholders and creditors for any purpose,
          except to render the transferee liable for the debts of the
          Corporation to the extent provided by law, until such transfer
          shall have been entered on the books of the Corporation by an
          entry showing from and to whom transferred.

               7.3  Transfer and Registry Agents.  The Corporation may from
                    ----------------------------
          time to time maintain one or more transfer offices or agents and
          registry offices or agents at such place or places as may be
          determined from time to time by the Board.

<PAGE>

               7.4  Lost, Destroyed, Stolen and Mutilated Certificates.  
                    --------------------------------------------------
          The holder of any shares of capital stock of the Corporation
          shall immediately notify the Corporation of any loss,
          destruction, theft or mutilation of the certificate representing
          such shares, and the Corporation may issue a new certificate to
          replace the certificate alleged to have been lost, destroyed,
          stolen or mutilated.  The Board may, in its discretion, as a
          condition to the issue of any such new certificate, require the
          owner of the lost, destroyed, stolen or mutilated certificate, or
          his or her legal representatives, to make proof satisfactory to
          the Board of such loss, destruction, theft or mutilation and to
          advertise such fact in such manner as the Board may require, and
          to give the corporation and its transfer agents and registrars,
          or such of them as the Board may require, a bond in such form, in
          such sums and with such surety or sureties as the Board may
          direct, to indemnify the Corporation and its transfer agents and
          registrars against any claim that may be made against any of them
          on account of the continued existence of any such certificate so
          alleged to have been lost, destroyed, stolen or mutilated and
          against any expense in connection with such claim.

               7.5  Rules and Regulations.  The Board may make such rules 
                    ---------------------
          and regulations as it may deem expedient, not inconsistent with
          these By-Laws, the Certificate of Incorporation or the
          Stockholders Agreement, concerning the issue, transfer and
          registration of certificates representing shares of its capital
          stock.

               7.6  Restriction on Transfer of Stock.  A written 
                    --------------------------------
          restriction on the transfer or registration of transfer of
          capital stock of the Corporation, if permitted by Section 202 of
          The General Corporation Law and noted conspicuously on the
          certificate representing such capital stock, may be enforced
          against the holder of the restricted capital stock or any

<PAGE>

          successor or transferee of the holder, including an executor,
          administrator, trustee, guardian or other fiduciary entrusted
          with like responsibility for the person or estate of the holder. 
          Unless noted conspicuously on the certificate representing such
          capital stock, a restriction, even though permitted by' Section
          202 of the General corporation Law, shall be ineffective except
          against a person with actual knowledge of the restriction.  A
          restriction on the transfer or registration of transfer of
          capital stock of the corporation may be imposed either by the
          Certificate of Incorporation or by an agreement along any n of
          stockholders or among such stockholders and the Corporation.  No
          restriction so imposed shall be binding with respect to capital
          stock issued prior to the adoption of the restriction unless the
          holders of such capital stock are parties to an agreement or
          voted in favor of the restriction.  The shares of Class A-1
          Common Stock, Class A-2 Common Stock, Class B Common Stock, 
          Class A-1 Convertible Preferred Stock, Class A-2 Convertible
          Preferred Stock and Class B Convertible Preferred Stock, in each
          case having a par value of $.01 per share, of the Corporation are
          subject to restrictions on their transferability as set forth in
          the Stockholders Agreement.

               7.7  Dividends Surplus, Etc.  Subject to the provisions of 
                    -----------------------
          the Certificate of Incorporation, the Stockholders Agreement and
          of law, the Board:

               7.7.1     may declare and pay dividends or make other
          distributions on the outstanding shares of capital stock in such
          amounts and at such time or times as it, in its discretion, shall
          deem advisable giving due consideration to the condition of the
          affairs of the corporation;

<PAGE>

               7.7.2     may use and apply, in its discretion, any of the
          surplus of the Corporation in purchasing or acquiring any shares
          of capital stock of the Corporation, or purchase warrants
          therefor, in accordance with law, or any of its bonds,
          debentures, notes, scrip or other securities or evidences of
          indebtedness; and

               7.7.3     may set aside from time to time out of such
          surplus or net profits such sum or sums as, in its discretion, it
          may think proper, as a reserve fund to meet contingencies, or for
          equalizing dividends or for the purpose of maintaining or
          increasing the property or business of the Corporation, or for
          any purpose it may think conducive to the best interests of the
          Corporation.


                                      ARTICLE 8

                                   INDEMNIFICATION
                                   ---------------

               8.1  Indemnity Undertaking.  To the fullest extent permitted
                    ---------------------
          by the General Corporation Law of the State Of Delaware
          (including, without limitation, Section 102(b)(7)), as amended
          from time to time, no Director of this Corporation shall be
          liable to this corporation or its stockholders for monetary
          damages for breach of fiduciary duty as a director.  Any repeal
          or amendment of this Section 8.1 or adoption of any provision of
          these By-Laws inconsistent with this Section 8.1 shall have
          prospective effect only and shall not adversely affect the
          liability of a Director of this Corporation with respect to any
          act or omission occurring at or before the time of such repeal,
          amendment or adoption of an inconsistent provision.  To the
          fullest extent permitted by the General Corporation Law, the
          Corporation shall indemnify any Director or officer who is or was

<PAGE>

          made, or threatened to be made, a party to any threatened,
          pending or completed action, suit or proceeding (a "Proceeding"),
          whether civil, criminal, administrative or investigative,
          including, without limitation, an action by or in the right of
          the Corporation to procure a judgment in its favor, by reason of
          the fact that such person, or a person of whom such person is the
          legal representative, is or was a Director or officer of the
          corporation, or is or was serving in any capacity at the request
          of the Corporation for any other corporation, any partnership,
          joint venture, trust, employee benefit plan or other enterprise
          (any "Other Entity"), against liabilities, excise taxes, amounts
          losses, judgements, fines, penalties, paid in settlement and
          costs, charges and expanses (including attorney fees and
          disbursements).  Persons who are not directors or officers of the
          Corporation may be similarly indemnified in respect of service to
          the Corporation or to any Other Entity at the request of the
          corporation to the extent the Board at any time specifies that
          such persons are entitled to the benefits of this Article 8.

               8.2  Advancement of Expenses.  The Corporation shall, from 
                    -----------------------
          time to time, reimburse or-advance to any Director or officer or
          other person entitled to indemnification hereunder the funds
          necessary for payment of expenses, including attorneys' fees and
          disbursements, incurred in connection with any Proceeding, in
          advance of the final disposition of such Proceeding; provided,
          however that, if required by the General Corporation Law, such
          expenses incurred by or on behalf of any Director or officer or
          other person may be paid in advance of the final disposition of a
          Proceeding only upon receipt by the Corporation of an undertaking
          by or on behalf of such Director or officer (or other person
          indemnified hereunder) to repay any such amount so advanced if it

<PAGE>

          shall ultimately be determined by final judicial decision from
          which there is no further right of appeal that such Director,
          officer or other person is not entitled to be indemnified for
          such expenses.

               8.3  Rights Not Exclusive.  The rights to indemnification 
                    --------------------
          and reimbursement or advancement of expenses provided by, or
          granted pursuant to, this Article 8 shall not be deemed exclusive
          of any other rights to which a person seeking indemnification or
          reimbursement or advancement of expenses may have or hereafter be
          entitled, including without limitation any right arising under
          any statute, the Certificate of Incorporation, these By-Laws, any
          agreement, any vote of stockholders or disinterested Directors or
          otherwise, both as to action in his or her official capacity and
          as to action in another capacity while holding such office.

               8.4  Continuation of Benefits.  The rights to 
                    ------------------------
          indemnification and reimbursement or advancement of expenses
          provided by, or granted pursuant to, this Article shall continue
          as to a person who has ceased to be a Director or officer (or
          other person indemnified hereunder) and shall inure to the
          benefit of the heirs, executors, administrators, legatees and
          distributees of such person.

               8.5  Insurance.  The Corporation shall have power to 
                    ---------
          purchase and maintain insurance on behalf of any person who 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 any other Entity, against
          any liability asserted against such person and incurred by such
          person in any such capacity, or arising out of such person's
          status as such, whether or not the corporation would have the
          power to indemnify such person against such liability under the

<PAGE>

          provisions of this or under Article 8, the Certificate of
          Incorporation or under section 145 of the General corporation Law
          or any other pro-vision of law.

               8.6  Binding Effect.  The provisions of this Article 8 shall
                    --------------
          be a contract between the Corporation, on the one hand and each
          Director and officer who serves in such capacity at any time
          while this Article 8 is in effect, and any other person entitled
          to indemnification on the other hand, pursuant to which the
          Corporation and each such Director, officer or other person
          intend to be and shall be legally bound.  No repeal or
          modification of this Article 8 shall affect any rights or
          obligations with respect to any state of facts then or
          theretofore existing, or arising thereafter but before notice of
          such repeal or modification is delivered to the persons so
          affected or any Proceeding theretofore or thereafter brought or
          threatened based in whole or in part upon any such state of
          facts.  Until notice of such repeal or modification is given to
          any person whose rights hereunder are adversely affected, such
          repeal or modification shall have no effect on such rights of
          such person hereunder.

               8.7  Procedural Rights.  The rights to indemnification and 
                    -----------------
          reimbursement or advancement of expenses provided by, or granted
          pursuant to this Article 8 shall be enforceable by any person
          entitled to such indemnification or reimbursement or advancement
          of expenses in any court of competent jurisdiction.  The burden
          of proving that such indemnification or reimbursement or
          advancement of expenses is not appropriate shall be on the
          Corporation.  Neither the failure of the Corporation (including
          its disinterested Directors, its independent legal counsel and
          its stockholders) to have made a determination prior to the

<PAGE>

          commencement of such action that such indemnification or
          reimbursement or advancement of expenses is proper in the
          circumstances nor an actual determination by the Corporation
          (including its disinterested Directors, its independent legal
          counsel and its stockholders) that such person is not entitled to
          such indemnification or reimbursement or advancement of expenses
          shall constitute a defense to the action or create a presumption
          that such person is not so entitled.  Such a person shall also be
          indemnified for any expenses incurred in connection with
          successfully establishing his or her right to such
          indemnification or reimbursement or advancement of expenses, in
          whole or in part, in any such proceeding.

               8.8  Service Deemed at Corporation's Request.  Any Director
                    ---------------------------------------
          or officer of the Corporation serving in any capacity (a) another
          corporation of which a majority of the shares entitled to vote in
          the election of its directors is held, directly or indirectly, by
          the Corporation or (b) any employee benefit plan of the
          Corporation or any corporation referred to in clause (a) shall be
          deemed to be doing so at the request of the Corporation.


                                      ARTICLE 9

                                  BOOKS AND RECORDS
                                  -----------------

               9.1  Books and Records.  There shall be kept at the 
                    -----------------
          principal office of the Corporation correct and complete records
          and books of account recording the financial transactions of the
          Corporation and minutes of the proceedings of the stockholders,
          the Board and any committee of the Board.  The Corporation shall
          keep at its principal office, or at the office of the transfer
          agent or registrar of the Corporation, a record containing the

<PAGE>

          names and addresses of all stockholders, the number and class of
          shares held by each and the dates when they respectively became
          the owners of record thereof.

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

               9.3  Inspection of Book and Records.  Except as otherwise 
                    ------------------------------
          provided by law and in the Stockholders Agreement, the Board
          shall determine from time to time whether, and, if allowed, when
          and under what conditions and regulations, the accounts, books,
          minutes and other records of the Corporation, or any of them,
          shall be open to the stockholders for inspection.


                                      ARTICLE 10

                                         SEAL
                                         ----

               The corporate seal shall have inscribed thereon the name of
          the Corporation, the year of its organization 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.

<PAGE>


                                      ARTICLE 11

                                     FISCAL YEAR
                                     -----------

               The fiscal year of the corporation shall be fixed, and may
          be changed, by resolution of the Board.


                                      ARTICLE 12

                                 PROXIES AND CONSENTS
                                 --------------------

               Unless otherwise directed by the Board, the Chairman, the
          President, any Vice President, the Secretary or the Treasurer, or
          any one of them, may execute and deliver on behalf of the
          corporation proxies respecting any and all shares or other
          ownership interests of any Other Entity owned by the Corporation
          appointing such person or persons as the officer executing the
          same shall deem proper to represent and vote the shares or other
          ownership interests so owned at any and all meetings of holders
          of shares or other ownership interests, whether general or
          special, and/or to execute and deliver consents respecting such
          shares or other ownership interests; or any of the aforesaid
          officers may attend any meeting of the holders of shares or other
          ownership interests of such Other Entity and thereat vote or
          exercise any or all other powers of the Corporation as the holder
          of such shares or other ownership interests.

<PAGE>
                                      ARTICLE 13

                                      AMENDMENTS
                                      ----------

               These By-Laws may be amended or repealed and new By-Laws may
          be adopted by a vote of the Majority A-1 Holders and the Majority
          B Holders or by the Board in accordance with the stockholders
          Agreement.  Any By-Laws adopted or amended by the Board may be
          amended or repealed by a vote of the majority A-1 Holders and the
          Majority B Holders.