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                      NRG GENERATING (U.S.) INC.
                           RESTATED BY-LAWS


                               ARTICLE I

                       MEETINGS OF STOCKHOLDERS


1.1.    Annual.

         The  annual  meeting  of  stockholders  for  the  election  of
directors,  ratification or rejection of the selection of auditors  and
the  transaction  of  such other business as may  properly  be  brought
before  the meeting shall be held within five months after the  end  of
the  corporation's fiscal year, or such other time as may be determined
by  the  board of directors at such time, date and place as  the  board
shall determine by resolution.

1.2.    Special.

         Special meetings of stockholders may be called by the board of
directors  or the chairman of the board of directors or the Independent
Directors'  Committee (as described in Section 3.1(b)), at such  place,
date and time and for such purpose or purposes as shall be set forth in
the notice of such meeting.

1.3.    Notice of Meetings.

         Written notice of each meeting of stockholders shall be  given
by  the  chairman of the board and/or the secretary in compliance  with
the provisions of Delaware law.

1.4.    List of Stockholders Entitled to Vote.

         The  secretary shall prepare, 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,  for any purpose germane to the  meeting,  during
ordinary business hours, for a period of at least ten 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 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.

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1.5.    Quorum.

         At  each  meeting of the stockholders, except where  otherwise
provided  by law or the certificate of incorporation or these  by-laws,
the  holders  of  sixty percent of the voting power of the  outstanding
shares  of stock entitled to vote at the meeting, present in person  or
by  proxy, shall constitute a quorum.  In the absence of a quorum,  the
stockholders so present may, by majority vote, adjourn the meeting from
time  to  time  in the manner provided in Section 1.9 of these  by-laws
until a quorum shall attend.  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 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.

1.6.    Organization.

         The  chairman or, if he so designates or is absent, the  chief
executive officer or, in their absence, an executive vice president  or
vice  president designated by the board of directors, shall preside  at
meetings  of the stockholders.  The secretary of the corporation  shall
act  as secretary, but in his absence the presiding officer may appoint
a secretary.

1.7.    Voting; Proxies.

         (a)   Each stockholder shall be entitled to vote in accordance
with  the number of shares and voting powers of the voting shares  held
of  record  by him.  Each stockholder entitled to vote at a meeting  of
stockholders may authorize another person or persons to act for him  by
proxy,  but such proxy, whether revocable or irrevocable, shall  comply
with  the  requirements of Delaware law.  All elections  and  questions
shall,  unless  otherwise  provided by law or  by  the  certificate  of
incorporation or these by-laws, be decided by the vote of  the  holders
of  a  majority of the voting power of the shares of stock entitled  to
vote thereon present in person or by proxy at the meeting.

         (b)   Any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may  be
taken  at  any annual or special meeting of such 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 shares of stock having no
less than the greater of: (i) 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 (ii) 75% of

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the  voting  power  of the shares of stock entitled  to  vote  thereon.
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.


1.8     Fixing Date for Determination of Stockholders of Record.

         In  order  that the corporation may determine the stockholders
entitled: (a) to notice of or to vote at any meeting of stockholders or
any adjournment thereof; (b) to express consent to corporate action  in
writing  without a meeting; (c) to receive payment of any  dividend  or
other  distribution or allotment of any rights; or (d) to exercise  any
rights in respect of any change, conversion or exchange of stock or for
the  purpose of any other lawful action, the board of directors may fix
a  record date.  The record date shall not precede the date upon  which
the  resolution  fixing  the record date is adopted  by  the  board  of
directors  and  which record date: (a) in the case of determination  of
stockholders  entitled  to  vote  at any  meeting  of  stockholders  or
adjournment  thereof, shall not be more than sixty nor  less  than  ten
days  before the date of such meeting; (b) in the case of determination
of  stockholders  entitled to express consent to  corporate  action  in
writing  without a meeting, shall not be more than ten  days  from  the
date upon which the resolution fixing the record date is adopted by the
board of directors; and (c) in the case of any other action, shall  not
be more than sixty days prior to such other action.  A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders  shall apply to any adjournment of the meeting;  provided,
however, that the board of directors may fix a new record date for  the
adjourned meeting.

1.9.    Adjournments.

         Any  meeting of stockholders, annual or special,  may  adjourn
from  time to time to reconvene at the same or other place, and  notice
need  not be given of any such adjourned meeting if the time and  place
thereof are announced at the meeting at which the adjournment is taken.
At  the  adjourned  meeting the corporation may transact  any  business
which  might  have  been transacted at the original  meeting.   If  the
adjournment is for more than thirty days, or if after the adjournment a
new  record  date is fixed for the adjourned meeting, a notice  of  the
adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.

1.10.   Judges.

         All  votes by ballot at any meeting of stockholders  shall  be
conducted  by  two  judges appointed for the  purpose,  either  by  the
directors or by the chairman of the meeting.  The judges

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shall  decide  upon the qualifications of voters, count the  votes  and
declare the result.

1.11.   Notice of Stockholder Nomination and Stockholder Business.

         (a) At a meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the meeting.

         (b)  A  notice  of  the  intent of a  stockholder  to  make  a
nomination  or  to bring any other matter before the meeting  shall  be
made  in  writing and received by the secretary of the corporation  not
more  than 180 days and not less than 120 days in advance of the annual
meeting  or,  in  the event of a special meeting of stockholders,  such
notice shall be received by the secretary of the corporation not  later
than  the close of the fifteenth day following the day on which  notice
of the meeting is first mailed to stockholders.

         (c) Every such notice by a stockholder shall set forth:

               (i)   the  name and residence address of the stockholder
     of  the  corporation who intends to make a nomination or bring  up
     any other matter;

               (ii)  a representation that the stockholder is a  holder
     of  the corporation's voting stock and intends to appear in person
     or  by proxy at the meeting to make the nomination or bring up the
     matter specified in the notice;

               (iii)  with respect to  notice of an intent  to  make  a
     nomination,  a  description of all arrangements or  understandings
     among  the  stockholder and each nominee and any other  person  or
     persons  (naming  such  person or person) pursuant  to  which  the
     nomination or nominations are to be made by the stockholder;

               (iv)  with  respect to notice of an  intent  to  make  a
     nomination,   such  other  information  regarding   each   nominee
     proposed  by  such stockholder as would have been required  to  be
     included  in  a proxy statement filed pursuant to the proxy  rules
     of  the  Securities and Exchange Commission had each nominee  been
     nominated by the board of directors of the corporation; and

               (v)  with respect to notice of an intent to bring up any
     other  matter,  a  description of the  matter,  and  any  material
     interest of the stockholder in the matter.

        (d)  Notice of intent to make a nomination shall be accompanied
by  the  written  consent of each nominee to serve as director  of  the
corporation if so elected.

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        (e)  At the meeting of stockholders, the chairman shall declare
out  of  order  and  disregard any nomination or any other  matter  not
presented in accordance with this section.

                              ARTICLE II

                          BOARD OF DIRECTORS

2.1.    Responsibility and Number.

        (a)   The  business  and affairs of the  corporation  shall  be
managed by or under the direction of a board of directors.

        (b)   The number of directors shall be eight(1); provided  that
such  number  of  directors may be increased to eight if  necessary  or
required  by  the terms of any series of preferred stock  that  may  be
issued  from  time to time pursuant to a resolution  of  the  board  of
directors  in  accordance  with Article  FOURTH  of  the  corporation's
certificate of incorporation.

2.2.    Election; Resignation; Vacancies.

        (a)   At each annual meeting of stockholders,  the stockholders
shall  elect  directors,  each of whom shall hold  office  for  a  term
commencing on the date of the annual meeting of stockholders,  or  such
later date as shall be determined by the board of directors, and ending
on  the  next  annual  meeting of stockholders, or  until  his  or  her
successor  is  elected and qualified.  Any director may resign  at  any
time  upon  written  notice to the chairman of  the  board  or  to  the
secretary.

        (b)  Except as otherwise provided in these by-laws with respect
to  Independent Directors (as defined in Section 2.10(c)), the nominees
of  the  board  of directors for the election of whom  the  board  will
solicit  proxies  from  the stockholders for use at  the  corporation's
annual  meeting  shall  be determined by resolution  of  the  board  of
directors.

        (c)  Except as otherwise provided in these by-laws with respect
to  Independent  Directors,  any vacancy  occurring  in  the  board  of
directors  for any reason may be filled by a majority of the  remaining
members of the board of directors, although such majority is less  than
a  quorum.  Each director so elected shall hold office concurrent  with
the  term  of  other directors or until his successor  is  elected  and
qualified.

(1) The number was increased from seven to eight on March 27, 1997.

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2.3     Regular Meetings.

         Unless  otherwise determined by resolution  of  the  board  of
directors,  a  meeting of the board of directors for  the  election  of
officers and the transaction of such other business as may come  before
it  shall be held at such time and places as the board shall from  time
to time determine.

2.4     Special Meetings.

        Special meetings of the board of directors may be called by the
chairman  of  the board of directors, the chief executive officer,  the
president  or  a  vice  chairman, or at the request  in  writing  of  a
majority  of  the  directors then in office or of  a  majority  of  the
members of the Independent Directors Committee, and shall be called  by
the  secretary.  Notice of a special meeting of the board of  directors
shall be given at least twenty-four hours before the special meeting.

2.5     Quorum; Vote Required for Action.

         (a)  At all meetings of the board of directors, a majority  of
the  whole  board  shall  constitute a quorum for  the  transaction  of
business.  Except in cases in which applicable law, the certificate  of
incorporation  or  these  by-laws otherwise  provide,  the  vote  of  a
majority  of  the directors present at a meeting at which a  quorum  is
present shall be the act of the board of directors.

         (b)   Except  as  otherwise   specifically  provided  in   the
certificate of incorporation or these by-laws; the affirmative vote  of
a  majority of the entire Board of Directors shall be required to:  (i)
amend  the certificate of incorporation or these by-laws; (ii) adopt  a
plan  of  liquidation or dissolution of the corporation; (iii)  approve
any   merger,  consolidation  or  other  business  combination  of  the
corporation  or any of its subsidiaries with any person (other  than  a
wholly-owned  subsidiary of the corporation); and (iv) appoint  members
of board committees in accordance with Section 3.1(b) of these by-laws.

2.6.    Organization.

         (a)   At its last meeting before, or first meeting after,  the
annual meeting of stockholders, the board of directors shall elect  one
of  its members to be chairman of the board.  The chairman of the board
may, but need not be, an officer of or employed in an executive or  any
other capacity by the corporation.

         (b)   The chairman of the board of directors shall preside  at
meetings of the board of directors and lead the board in fulfilling its
responsibilities  as  defined in section 2.1 and,  in  particular,  its
responsibilities to oversee the performance of the corporation  and  of
the executive management of the corporation.

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         (c) The chairman of the board of directors, or in his absence,
the  chief executive officer, the president or a vice chairman (in  the
order  stated), or in their absence a member of the board  selected  by
the  members  present, shall preside at meetings  of  the  board.   The
secretary of the corporation shall act as secretary, but in his absence
the presiding officer may appoint a secretary.

2.7.    Transactions with Corporation.

         (a) No contract or transaction between the corporation and one
or  more  of  its directors, or between the corporation and  any  other
corporation, partnership, association, or other organization  in  which
one or more of its directors or officers are directors or officers,  or
have  a  financial interest, shall be void or voidable for this reason,
or solely because the director or officer is present at or participates
in  the meeting of the board or committee thereof which authorizes  the
contract  or  transaction, or solely because his  or  their  votes  are
counted  for  such  purpose:  (1) if  the  material  facts  as  to  his
relationship  or  interest and as to the contract  or  transaction  are
disclosed or are known to the board of directors or the committee,  and
the  board  or  committee  in  good faith authorizes  the  contract  or
transaction by the affirmative votes of a majority of the disinterested
directors,  even  though the disinterested directors  be  less  than  a
quorum; or (2) if the material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or  transaction
is  specifically approved in good faith by vote of the stockholders; or
(3) if the contract or transaction is fair as to the corporation as  of
the  time  it  is  authorized, approved or ratified, by  the  board  of
directors, a committee thereof, or the stockholders.

         (b)   Common   or  interested  directors  may  be  counted  in
determining  the  presence of a quorum at a meeting  of  the  board  of
directors   or  of  a  committee  which  authorizes  the  contract   or
transaction.

         (c) Any material transaction between the corporation or any of
its  subsidiaries on the one hand and NRG Energy, Inc., Northern States
Power Company (Minnesota) (or any wholly owned subsidiary of either) on
the  other hand shall require approval by a majority of the Independent
Directors of the corporation, as hereinafter defined.

2.8.    Informal Action by Directors.

        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 of directors, or of any

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committee thereof, may be taken without a meeting if all members of the
board  or  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.

2.9.    Telephonic Meetings Permitted.

         Members of the board of directors, or any committee designated
by  the  board, may participate in a meeting of such board or committee
by means of conference telephone or similar communications equipment by
means  of which all persons participating in the meeting can hear  each
other,  and  participation in a meeting pursuant to this  by-law  shall
constitute presence in person at such meeting.

2.10.   Independent Directors.

         (a)   No  fewer than two of the individuals to constitute  the
nominees  of the board of directors for the election of whom the  board
will solicit proxies from the stockholders for use at the corporation's
annual  meeting shall consist of individuals who, on the date of  their
selection  as nominees of the board of directors, would be  Independent
Directors.

         (b)   In  the  event the board of directors  elects  directors
between  annual meetings of stockholders, the number of such  directors
who  qualify  as Independent Directors on the date of their  nomination
shall  be  such  that no less than two of all directors holding  office
immediately  thereafter shall have been Independent  Directors  on  the
date  of the first of their nomination or selection as nominees of  the
board of directors.

         (c)   For  purposes  of  this by-law,  the  term  "Independent
Director"  shall  mean  a director who: (i) is not  and  has  not  been
employed  by  the  corporation  or its  subsidiaries  in  an  executive
capacity within the five years immediately prior to the annual  meeting
at  which  the nominees of the board of directors will be  voted  upon;
(ii) is not (and is not affiliated with a company or a firm that is)  a
significant   advisor  or  consultant  to  the   corporation   or   its
subsidiaries;  (iii) is not affiliated with a significant  customer  or
supplier  of  the corporation or its subsidiaries; (iv) does  not  have
significant personal services contract(s) with the corporation  or  its
subsidiaries;  (v)  is  not affiliated with a  tax-exempt  entity  that
receives  significant  contributions  from  the  corporation   or   its
subsidiaries; (vi) is not an affiliate (as defined in Rule 12b-2 of the
General  Rules  and Regulations under the Securities  Exchange  Act  of
1934), of any beneficial owner directly or indirectly, of 5% or more of
the  voting  power of the outstanding voting stock of the  corporation;
and  (vii)  is  not a spouse, parent, sibling or child  of  any  person
described by (i) through (vi).

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                              ARTICLE III

                              COMMITTEES

3.1.    Committees of the Board of Directors.

         (a)   The  board of directors may, by resolution passed  by  a
majority  of  the  whole  board,  designate  one  or  more  committees,
consisting  of one or more of the directors of the corporation,  to  be
committees of the board of directors ("committees of the board").   All
committees of the board may authorize the seal of the corporation to be
affixed  to any papers which may require it. To the extent provided  in
any  resolution of the board of directors or these by-laws, and to  the
extent  permissible  under the laws of the State of  Delaware  and  the
certificate  of incorporation, any such committee shall  have  and  may
exercise all the powers and authority of the board of directors in  the
management of the business and affairs of the corporation.

         (b)   The board shall have three standing committees: an Audit
Committee,  a  Compensation  Committee  and  an  Independent  Directors
Committee.   Subject  to  the provisions of Sections  3.2  through  3.4
below,  each  standing committee shall have such number of  members  as
determined  by  resolution of the directors and each  of  such  members
shall be appointed by a majority of the whole board.

3.2.    Independent Directors Committee.

         (a)   The  Independent Directors Committee  shall  have  three
members,  two of whom shall be Independent Directors.  The  Independent
Directors Committee shall review the qualifications of individuals  for
consideration as one of the three members of the Independent  Directors
Committee.  Prior to the annual meeting of the shareholders each  year,
the Independent Directors Committee shall nominate those individuals to
serve  on the board and constitute the three members of the Independent
Directors  Committee for the election of whom the  board  will  solicit
proxies.  The Independent Directors Committee shall also designate  the
individuals to fill any vacancies on the board that are to be filled by
a  member of the Independent Directors Committee and that arise between
annual  meetings  of shareholders. The Independent Directors  Committee
shall have sole authority and responsibility to make all decisions  and
take  all  actions  on behalf of the corporation  under  both  the  Co-
Investment  Agreement dated as of April 30, 1996  between  NRG  Energy,
Inc.,  a  Delaware  corporation ("NRG") and  the  corporation  and  the
Management  Services Agreement dated as of April 30, 1996  between  NRG
and  the  corporation, including without limitation decisions regarding
the  amendment  or  modification of such agreements.   The  Independent
Directors  Committee  shall have and may exercise  such  other  powers,
authority and responsibilities as provided in these by-

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laws or as may be determined by the board of directors.

         (b)   Independent Directors Committee members shall  have  the
right  to  request and receive such information, reports and/or  backup
data  from  employees of the corporation or the corporation's auditors,
as  the  case  may  be, as they deem necessary to assist  them  in  the
conduct  of  their  duties, and such committee shall  have  the  right,
without  limitation, to retain such advisors and consultants, including
attorneys,  accountants,  engineers  or  other  experts,  as  it  deems
necessary  or  appropriate to assist the members in  carrying  out  the
committee's responsibilities.

3.3.    Audit Committee.

         The  board of directors shall select the members of the  Audit
Committee,  the  majority of whom shall be Independent  Directors,  and
shall  designate  the chairman of the committee.   No  officer  of  the
corporation shall be a member of the Audit Committee.  The  members  of
the  Audit  Committee  shall  not be eligible  to  participate  in  any
incentive compensation plan for employees of the corporation or any  of
its  subsidiaries.  The selection by the committee of  accountants  for
the  ensuing  calendar year shall be made annually in  advance  of  the
annual   meeting  of  stockholders  and  shall  be  submitted  to   the
stockholders for ratification or rejection at such meeting.  The  Audit
Committee  shall  have  and  may exercise such  powers,  authority  and
responsibilities as are normally incident to the functions of an  Audit
Committee or as may be determined by the board of directors.

3.4.    Compensation Committee.

         (a)   The board of directors shall select the members  of  the
executive  Compensation Committee and shall designate the  chairman  of
the  committee.  No officer of the corporation shall be a member of the
committee.  No member of the committee shall be eligible to participate
in  any  plan  falling within the jurisdiction of the  committee.   The
committee shall have and may exercise the powers and authority  granted
to  it  by  any  incentive  compensation  plan  for  employees  of  the
corporation  or  any  of  its  subsidiaries,  and  such  other  powers,
authority  and responsibilities as may be determined by  the  board  of
directors.

         (b)   The  committee  shall  determine  the  compensation  of:
(a)  employees of the corporation who are directors of the corporation;
and (b) after receiving and considering the recommendation of the chief
executive  officer  and  the president of the  corporation,  all  other
employees of the corporation who are officers of the corporation or who
occupy such other positions as may be designated by the committee.

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                              ARTICLE IV

                               OFFICERS

4.1.    Elected officers.

         The  officers of the corporation shall be elected by the board
of  directors.  There shall be a chief executive officer, a  president,
one   or  more  vice  presidents,  a  secretary,  a  treasurer  and   a
comptroller.  The chief executive officer and the president shall  have
the  powers, authority and responsibilities provided by these  by-laws.
The officers, other than the chief executive officer and the president,
shall   each   have,   in  addition  to  the  powers,   authority   and
responsibilities of those officers otherwise provided by  the  by-laws,
such  powers, authority and responsibilities as the board of  directors
or  the  chief executive officer may determine.  The board of directors
may  also  elect  persons to hold such other offices as  the  board  of
directors shall determine, including one or more vice chairmen  of  the
board.   A  person  may hold any number of offices.   Elected  officers
shall hold their offices at the pleasure of the board of directors,  or
until their earlier resignation.

4.2     Chief Executive Officer.

         (a)   The  chief  executive officer  shall  have  the  general
executive responsibility for the conduct of the business and affairs of
the corporation.  If the chairman so designates or is absent, the chief
executive  officer shall preside at meetings of the  stockholders.   He
shall exercise such other powers, authority and responsibilities as the
board of directors may determine.

        (b)  In the absence of or during the physical disability of the
chief  executive  officer, the board of directors  shall  designate  an
officer  who  shall  have  and  exercise  the  powers,  authority   and
responsibilities of the chief executive officer.

4.3     President.

         The  president shall have and exercise such powers,  authority
and responsibilities as the board of directors may determine.

4.4.    Treasurer.

        The treasurer shall have custody of all funds and securities of
the corporation and shall perform all acts incident to the position  of
treasurer.   He  shall  render such accounts  and  reports  as  may  be
required by the board of directors.  The records, books and accounts of
the  office of the treasurer shall, during the usual hours for business
at  the  office  of  the treasurer, be open to the examination  of  any
director.

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4.5     Secretary.

         The  secretary  shall  keep the minutes  of  all  meetings  of
stockholders  and  directors and of such committees  of  the  board  of
directors  as  to  which  he may be so directed.   He  shall  give  all
required notices and shall have charge of such books and papers as  the
board  of directors may require.  He shall submit such reports  to  the
board  of  directors  or  to  any of the committees  of  the  board  or
committees  of the corporation as the board of directors  or  any  such
committee may require.  Any action or duty required to be performed  by
the secretary may be performed by an assistant secretary.

4.6.    Comptroller.

         The  comptroller  shall be in charge of the  accounts  of  the
corporation  and  shall perform all acts incident to  the  position  of
comptroller.  He shall submit such reports and records to the board  of
directors or to any of the committees of the board or committees of the
corporation  as  the  board  of directors or  any  such  committee  may
require.

4.7.    Subordinate officers.

         (a)  The board of directors may from time to time appoint  one
or   more   assistant  secretaries,  assistant  treasurers,   assistant
comptrollers,  and  such other subordinate officers  as  the  board  of
directors  may  deem advisable.  Such subordinate officers  shall  have
such  powers, authority and responsibilities as the board of  directors
may  from time to time determine.  The board of directors may grant  to
any committee of the board or the chief executive officer the power and
authority  to  appoint  subordinate officers  and  to  prescribe  their
respective  terms  of  office, powers, authority and  responsibilities.
Each subordinate officer shall hold his position at the pleasure of the
board  of  directors,  the committee of the board appointing  him,  the
chief  executive officer and any other officer to whom such subordinate
officer reports.

         (b)  In the interval between annual organizational meetings of
the  board  of  directors, the chief executive officer shall  have  the
power  and  authority  to  appoint  such  subordinate  officers.   Such
subordinate officers shall serve until the first meeting of  the  board
of directors immediately following the annual meeting of stockholders.

4.8.    Resignation, Removal, Suspension and Vacancies.

         (a)   Any  officer  may resign at any time by  giving  written
notice  to the chief executive officer, the president or the secretary.
Unless stated in the notice of resignation, the

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acceptance  thereof shall not be necessary to make  it  effective.   It
shall  take effect at the time specified therein or, in the absence  of
such specification, it shall take effect upon the receipt thereof.

         (b)   Any  officer  elected by the board of directors  may  be
suspended or removed at any time by the affirmative vote of a  majority
of  the  whole  board.   Any  subordinate officer  of  the  corporation
appointed by the board of directors or a committee of the board, or the
chief executive officer, may be suspended or removed at any time  by  a
majority  vote  of  a  quorum of the board of  directors  or  committee
appointing such subordinate officer, or by the chief executive  officer
or any other officer to whom such subordinate officer reports.

         (c)   The  chief  executive officer may  suspend  the  powers,
authority, responsibilities and compensation of any elected officer  or
appointed subordinate officer for a period of time sufficient to permit
the  board  or  the  appropriate committee of the  board  a  reasonable
opportunity  to  consider  and act upon a resolution  relating  to  the
reinstatement, further suspension or removal of such person.

         (d) As appropriate, the board of directors, a committee of the
board,  and/or the chief executive officer may fill any vacancy created
by the resignation of any officer.

                               ARTICLE V

            CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.


5.1.    Execution of Contracts.

         The board, except as in these by-laws otherwise provided,  may
authorize any officer or officers, agent or agents, to enter  into  any
contract or execute any instrument in the name of and on behalf of  the
corporation, and such authority may be general or confined to  specific
instances.

5.2.    Checks, Drafts, Etc.

         All checks, drafts or other orders for payment of money, notes
or  other evidence of indebtedness, issued in the name of or payable to
the  corporation, shall be signed or endorsed by such person or persons
and  in  such  manner  as, from time to time, shall  be  determined  by
resolution  of  the  board.  Each such  officer,  assistant,  agent  or
attorney shall give such bond, if any, as the board may require.

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<PAGE>

5.3.    Deposits.

         All  funds of the corporation not otherwise employed shall  be
deposited  from time to time to the credit of the corporation  in  such
banks,  trust companies or other depositories as the board may  select,
or  as  may  be  selected  by  any officer or  officers,  assistant  or
assistants,  agent  or  agents,  or  attorney  or  attorneys   of   the
corporation to whom such power shall have been delegated by the  board.
For  the  purpose of deposit and for the purpose of collection for  the
account  of the corporation, the President, any Vice President  or  the
Treasurer  (or any other officer or officers, assistant or  assistants,
agent  or agents, or attorney or attorneys of the corporation who shall
from  time to time be determined by the board) may endorse, assign  and
deliver checks, drafts and other orders for the payment of money  which
are payable to the order of the corporation.

5.4.    General and Special Bank Accounts.

         The  board  may  from time to time authorize the  opening  and
keeping  of  general and special bank accounts with such  banks,  trust
companies  or other depositories as the board may select or as  may  be
selected by any officer or officers, assistant or assistants, agent  or
agents, or attorney or attorneys of the corporation to whom such  power
shall  have  been  delegated by the board.  The  board  may  make  such
special  rules and regulations with respect to such bank accounts,  not
inconsistent  with  the provisions of these by-laws,  as  it  may  deem
expedient.

                              ARTICLE VI

                       SHARES AND THEIR TRANSFER

6.1.    Certificates for Stock.

         Except  as otherwise provided in the corporation's certificate
of  incorporation or by-laws, every owner of stock of  the  corporation
shall be entitled to have a certificate or certificates, to be in  such
form  as the board shall prescribe, certifying the number and class  of
shares  of the stock of the corporation owned by him.  The certificates
representing  shares of such stock shall be numbered in  the  order  in
which  they  shall be issued and shall be signed in  the  name  of  the
corporation by the President or a Vice President, and by the  Secretary
or  an  Assistant  Secretary  or  by  the  Treasurer  or  an  Assistant
Treasurer.  Any of or all of the signatures on the certificates may  be
a  facsimile.  In case any officer, transfer agent or registrar who has
signed,  or  whose facsimile signature has been placed upon,  any  such
certificate,  shall have ceased to be such officer, transfer  agent  or
registrar  before  such  certificate is issued,  such  certificate  may
nevertheless  be  issued by the corporation with  the  same  effect  as
though the person who signed

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<PAGE>

such  certificate, or whose facsimile signature shall have been  placed
thereupon, were such officer, transfer agent or registrar at  the  date
of  issue.   A  record  shall be kept of the respective  names  of  the
persons,  firms  or corporations owning the stock represented  by  such
certificates,  the  number  and class of  shares  represented  by  such
certificates,  respectively, and the respective dates thereof,  and  in
case  of  cancellation,  the respective dates of  cancellation.   Every
certificate  surrendered to the corporation for  exchange  or  transfer
shall  be  canceled,  and no new certificate or certificates  shall  be
issued  in  exchange for any existing certificate until  such  existing
certificate  shall have been so canceled, except in cases provided  for
in Section 6.4.

6.2.    Transfers of Stock.

         Transfers of shares of stock of the corporation shall be  made
only  on the books of the corporation by the registered holder thereof,
or  by  his  attorney thereunto authorized by power  of  attorney  duly
executed  and filed with the Secretary, or with a transfer clerk  or  a
transfer agent appointed as provided in Section 6.3, and upon surrender
of  the  certificate or certificates for such shares properly  endorsed
and the payment of all taxes thereon.  Except as otherwise provided  in
the  corporation's certificate of incorporation or these  by-laws,  the
person  in  whose  name  shares of stock stand  on  the  books  of  the
corporation  shall  be deemed the owner thereof  for  all  purposes  as
regards the corporation.  Whenever any transfer of shares shall be made
for  collateral  security, and not absolutely, such fact  shall  be  so
expressed  in  the  entry  of  transfer if,  when  the  certificate  or
certificates  shall be presented to the corporation for transfer,  both
the transferor and the transferee request the corporation to do so.

6.3.    Regulations.

         The  board may make such rules and regulations as it may  deem
expedient,  not inconsistent with these by-laws, concerning the  issue,
transfer  and registration of certificates for shares of the  stock  of
the  corporation.  It may appoint, or authorize any officer or officers
to  appoint, one or more transfer clerks or one or more transfer agents
and  one or more registrars, and may require all certificates for stock
to bear the signature or signatures of any of them.

6.4.    Lost, Stolen, Destroyed, and Mutilated Certificates.

         In  any case of loss, theft, destruction, or mutilation of any
certificate of stock, another may be issued in its place upon proof  of
such  loss, theft, destruction, or mutilation and upon the giving of  a
bond  of indemnity to the corporation in such form and in such  sum  as
the Board may direct; provided, however,

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<PAGE>

that  a new certificate may be issued without requiring any bond  when,
in the judgment of the board, it is proper so to do.

                          ARTICLE VII

                         MISCELLANEOUS

7.1.    Fiscal Year.

         The  fiscal  year  of the Corporation shall be  determined  by
resolution of the board.

7.2.    Waiver of Notices.

        Whenever notice is required to be given by these by-laws or the
certificate  of incorporation, the person entitled to said  notice  may
waive  such  notice in writing, either before or after the time  stated
therein, and such waiver shall be deemed equivalent to notice.

                             ARTICLE VIII

                          INDEMNIFICATION (2)

8.1.      Directors and Officers.

           (a)  Any person who was or is a party or is threatened to be
made  a  party to or was or is involved (as a witness or otherwise)  in
any  threatened,  pending  or  completed action,  suit  or  proceeding,
whether  civil, criminal, administrative or investigative  (other  than
any  action or suit by or in the right of the Corporation to procure  a
judgment  in its favor (a "derivative action")) by reason of  the  fact
that  he or she is or was a director or officer of the Corporation,  or
is  or  was  serving at the request of the Corporation as  a  director,
officer,  employee or agent of another corporation, partnership,  joint
venture,  trust or other enterprise, including service with respect  to
employee benefit plans, shall be indemnified by the Corporation, to the
extent  authorized  by the laws of the State of Delaware  as  the  same
exist  or  may  hereafter be amended (but, in  the  case  of  any  such
amendment,  only  to  the  extent  that  such  amendment  permits   the
Corporation  to provide broader indemnification rights than  such  laws
permitted  prior  to such amendment), against all expenses  (including,
but  not  limited to, attorneys' fees) judgments, fines, penalties  and
amounts paid in settlement actually and reasonably incurred by  him  or
her  in connection with the defense or settlement of such action,  suit
or  proceeding.   In the event of any derivative action,  such  persons
shall  be indemnified by the Corporation under the same conditions  and
to the same extent as specified above, except that no

(2) This Article was added on October 28, 1997.

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<PAGE>

indemnification is permitted in respect of any claim, issue  or  matter
as  to  which such person shall have been adjudged to be liable to  the
Corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view  of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery  or
such  other  court  shall  deem proper.  The indemnification  expressly
provided by statute in a specific case shall not be deemed exclusive of
any  other rights to which any person indemnified may be entitled under
any  lawful agreement, 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,  and  shall
continue as to a person who has ceased to be a director or officer  and
shall  inure  to the benefit of the heirs, executors and administrators
of such a person.

           (b)   The right to indemnification conferred in this Article
VIII  is  and  shall be a contract right.  The right to indemnification
conferred  in this Article VIII shall include the right to be  paid  by
the  Corporation the expenses (including attorneys' fees and  retainers
therefor) reasonably incurred in connection with any such proceeding in
advance  of  its  final disposition, such advances to be  paid  by  the
Corporation  within  thirty  (30)  days  after  the  receipt   by   the
Corporation of a statement or statements from a director or officer  of
the  Corporation requesting such advance or advances from time to time;
provided, however, the payment of such expenses incurred by a  director
or  officer in his or her capacity as a director or officer in  advance
of  the  final  disposition of a proceeding shall  be  made  only  upon
delivery to the Corporation of an undertaking by or on behalf  of  such
director  or  officer  to repay all amounts so  advanced  if  it  shall
ultimately be determined that such director or officer is not  entitled
to be indemnified under this Article VIII or otherwise.

           (c)   To obtain indemnification under this Article VIII,  an
indemnitee shall submit to the Corporation a written request, including
therein  or  therewith  such  documentation  and  information   as   is
reasonably  available  to  such person and is reasonably  necessary  to
determine  whether  and to what extent the indemnitee  is  entitled  to
indemnification.

           (d)  The Corporation may maintain insurance, at its expense,
to  protect itself and any director, officer, employee or agent of  the
Corporation  or  any director, officer, employee or  agent  of  another
corporation,  partnership,  joint venture, trust  or  other  enterprise
including  service with respect to employee benefit plans, against  any
expense,  liability or loss, whether or not the Corporation would  have
the  power to indemnify such person against such expense, liability  or
loss under the General

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<PAGE>

Corporation  Law  of  the State of Delaware.  To the  extent  that  the
Corporation maintains any policy or policies providing such  insurance,
each  director and officer, and each employee and agent to whom  rights
of  indemnification have been granted as provided in paragraph  (e)  of
this  Article  VIII,  shall be covered by such policy  or  policies  in
accordance  with  its  or  their terms to the  maximum  extent  of  the
coverage thereunder for any such director, officer, employee or agent.

           (e)  The Corporation may, to the extent authorized from time
to time by the Board of Directors, grant rights to indemnification, and
rights  to  be  paid  by  the  Corporation  the  expenses  incurred  in
connection with any proceeding in advance of its final disposition,  to
any  employee or agent of the Corporation to the fullest extent of  the
provisions of this Article VIII with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation."



  IN WITNESS WHEROF, the undersigned has hereunto set her hand on the
28th day of October, 1997.



                                      /s/  Karen A. Brennan

                                      By:  Karen A. Brennan
                                      Title:  Secretary


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