BY LAWS OF 
                     THE DIANA CORPORATION 

 
                           ARTICLE I 
                            Offices 
 
     SECTION 1.  REGISTERED OFFICE.  The registered office shall be
in the City of Wilmington, County of New Castle, State of Delaware.

 
     SECTION 2.  OTHER OFFICES.  The corporation may also have
offices at such other places both within and without the State of
Delaware as the board of directors may from time to time determine
or the business of the corporation may require. 
 

                           ARTICLE II 
                    Meetings of Stockholders 
 
     SECTION 1.  PLACE OF MEETINGS.  Meetings of stockholders for
any purpose may be held at such place, within or without the State
of Delaware, as shall be stated in the notice of the meeting or in
a duly executed waiver of notice thereof. 
 
     SECTION 2.  ANNUAL MEETING.  The board of directors may fix
the date, time and place of the annual meeting of stockholders, but
if no such date, time and place is fixed by the board of directors
for any calendar year, the annual meeting for such calendar year,
commencing with the year 1980, shall be held at the executive
offices of the corporation on the fourth Tuesday in June if not a
legal holiday, and if a legal holiday, then on the next business
day following at 10:00 a.m., local time.  At each annual meeting
the stockholders shall elect directors and transact such other
business as may properly be brought before the meeting.  (Amended
January 22, 1980) 
 
     SECTION 3.  SPECIAL MEETINGS.  Special meetings of the
stockholders, for any purpose or purposes, unless prescribed by
statute, may be called by the Chairman of the Board, the Secretary,
or the Board of Directors.  (Amended April 11, 1988) 
 
     SECTION 4.  WRITTEN NOTICE.  Written notice of the annual
meeting and each special meeting of stockholders stating the place,
date and hour of the meeting, and in the case of a special meeting
stating the purpose or purposes for which the special meeting is
called, shall be given to each stockholder entitled to vote at such
meeting not less than ten nor more than sixty days before the date
of the meeting.  Whenever the language of a proposed resolution is
included in a written notice of a meeting of stockholders the
resolution may be adopted at such meeting with such clarifying or
other amendments as do not enlarge its  original  purpose without

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further notice to stockholders not present in person or by proxy at
such meeting. 
 
     SECTION 5.  LIMITATION ON BUSINESS TRANSACTED.  Business
transacted at any special meeting of stockholders shall be limited
to the purposes stated in the notice. 
 
     SECTION 6.  VOTING LIST.  The officer who has charge of the
stock ledger of the corporation shall prepare and make, 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. 
 
     SECTION 7.  QUORUM.  The holders of issued and outstanding
stock entitled to cast a majority of the total number of votes
which may be cast thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the
stockholders except as otherwise provided by statute or by the
Certificate of Incorporation.  Treasury shares shall not be counted
in determining the total number of outstanding shares for voting
purposes at any given time.  If, however, such quorum shall not be
so present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the
meeting, until a quorum shall be so present or represented.  At
such adjourned meetings at which a quorum shall be present in
person or represented by proxy, any business may be transacted
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. 
 
     SECTION 8.  MAJORITY CONTROL.  When a quorum is present at any
meeting, the vote of the holders of stock having a majority of the
voting power present in person or represented by proxy at such
meeting shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the
statutes or of the Certificate of Incorporation, a different vote
is required, in which case such express provision shall govern and
control the decision of such question. 

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     SECTION 9.  VOTING POWER.  Every stockholder of record, except
a holder of stock which has been called for redemption and with
respect to which an irrevocable deposit of funds has been made,
shall have the right, at every stockholders' meeting, to such a
vote for every share, and to such a fraction of a vote with respect
to every fractional share, of stock of the corporation registered
in his name on the books of the corporation as may be provided in
the Certificate of Incorporation, and to one vote for every share,
and to a fraction of a vote equal to every fractional share, of
stock of the corporation registered in his name on the books of the
corporation if no express provision for voting rights is made in
the Certificate of Incorporation.  Treasury stock shall not be
voted, directly or indirectly, at any meeting of stockholders or be
counted in connection with the expression of consent or dissent to
corporate action in writing without a meeting. 
 
     SECTION 10.  PROXIES.  Every 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 him by proxy.  Every proxy shall be
executed in writing by the stockholder or by his duly authorized
attorney in fact and filed with the Secretary of the corporation. 
A proxy, unless coupled with an interest sufficient in law to
support an irrevocable power and stated to be irrevocable, shall be
revocable at will, notwithstanding any other agreement or any
provision in the proxy to the contrary, but the revocation of a
proxy shall not be effective until notice thereof has been given to
the Secretary of the corporation.  No unrevoked proxy shall be
valid after three years from the date of its execution, unless a
longer time is expressly provided therein.  A proxy shall not be
revoked by the death of incapacity of the maker unless, before the
vote is counted or the authority is exercised, written notice of
such death or incapacity is given to the Secretary of the
corporation. 
 
     SECTION 11.  ACTION WITHOUT A MEETING.  Unless otherwise
provided in the Certificate of Incorporation, 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 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.  Prompt notice of the taking of corporate
action without a meeting by less than unanimous written consent of
stockholders shall be given to those stockholders who have not
consented thereto in writing. 
 
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                          ARTICLE III 
                           DIRECTORS 
 
             SECTION 1.  GENERAL POWERS AND NUMBER 
 
     The business and affairs of the Company shall be managed by
its Board of Directors.  The directors shall be divided into 3
classes; the term of office of the directors of the 1st class to
expire at the Annual Meeting of Shareholders to be held in 1988;
that of the 2nd class to expire at the Annual Meeting of
Shareholders to be held in 1989; and that of the 3rd class to
expire at the Annual Meeting of Shareholders to be held in 1990. 
At each annual meeting starting in 1988, the number of directors
equal to the number of the class whose term expires at the time of
such meeting shall be elected to hold office until the 3rd
succeeding annual meeting.  The number of directors of the Company
shall be seven (Amended September 27, 1991).  This number of
directors may be changed only by the affirmative vote of (i) the
holders of at lease 75% of the shares of the corporation entitled
to vote on such change, or (ii) a majority of the directors in
office at the time of the vote.  When the number of directors is
changed, any increase or decrease in directorships shall be
apportioned among the classes so as to make all classes as nearly
equal in number as possible. (Amended April 11, 1988) 
 
                      SECTION 2. VACANCIES 
 
     A director may be removed from office only for cause, and only
by affirmative vote of a majority of the shares entitled to vote
for the election of such director, taken at a meeting of
shareholders called for that purpose.  Except as may otherwise be
provided by law, cause for removal shall be construed to exist only
if the director whose removal is proposed has been convicted of a
felony by a court of competent jurisdiction and such conviction is
no longer subject to direct appeal or has been adjudged by a court
of competent jurisdiction to be liable for negligence or misconduct
in the performance of his duty to the Company in a matter of
substantial importance to the Company, and such adjudication is no
longer subject to direct appeal.  A director may resign at any time
by filing his written resignation with the Secretary of the
Company. 
 
     Any vacancy occurring in the Board of Directors, including a
vacancy created by an increase in the number of directors, may be
filled until the expiration of the term of that class of directors
in which the vacancy exists by the affirmative vote of a majority
of the directors then in office, though less than a quorum of the
Board of Directors. 
 
     All nominations for election to the Board of Directors,
including any nomination to fill a vacancy (whether created by an
increase in the number of directors, a resignation of a Director,

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or otherwise) other than those made by the remaining directors then
in office, must be made at a meeting of stockholders called for the
election of directors.  (Amended April 11, 1988) 
 
          SECTION 3. [BLANK]  (AMENDED APRIL 11, 1988) 





               Meetings of the Board of Directors 
 
     SECTION 4.  PLACE OF MEETINGS.  The board of directors may
hold meetings, both regular and special, either within or without
the State of Delaware. 
 
     SECTION 5.  ANNUAL MEETING.  The first meeting of each newly
elected board of directors shall be held in the same place as the
annual meeting of stockholders immediately following such meeting
and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting,
provided a quorum shall be present.  In the event such meeting is
not held at such time and place, the meeting may be held at such
time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the board of
directors, or as shall be specified in a written waiver signed by
all of the directors. 
 
     SECTION 6.  REGULAR MEETINGS WITHOUT NOTICE.  Regular meetings
of the board of directors may be held without notice at such date,
time and place as shall from time to time be determined by
resolution of the board. 
 
     SECTION 7.  SPECIAL MEETINGS.  Special meetings of the board
of directors may be called by the Chief Executive Officer or the
Secretary, and shall be called by the Chief Executive Officer or
the Secretary upon the written request of any two or more
directors.  Notice of the date, time and place of such meetings
shall be served upon or telephoned to each director at least 24
hours, or mailed (postage prepaid) or telegraphed, cable or telexed
(charges prepaid) to each director at his address as shown on the
books of the corporation at least 48 hours prior to the time of the
meeting. 
 
     SECTION 8.  QUORUM.  At all meetings of the board a majority
of the total number of directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act
of the board of directors, except as may be otherwise specifically
provided by statute or by the Certificate of Incorporation.  If a
quorum shall not be present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting 

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from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. 

     SECTION 9.  ACTION WITHOUT A MEETING.  Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws:

          (a)  Unanimous Consent.  Any action required or permitted
     to be taken at any meeting of the board of directors or of any
     committee thereof may be taken without a meeting if all
     members of the board or committee, as the case may be, consent
     thereto in writing, and the writing or writings are filed with
     the minutes or proceedings of the board or committee. 
 
          (b)  Telephone Conferences.  Members of the board of
     directors or any committee designated by the board, may
     participate in a meeting of the board or committee by means of
     a conference telephone or similar communications equipment by
     means of which all persons participating in the meeting can
     hear each other, and participation in a meeting pursuant to
     this subsection shall constitute presence in person at such
     meeting. 
 
              Committees of the Board of Directors 
 
     SECTION 10.  EXECUTIVE COMMITTEE.  The board of directors may,
by resolution passed by a majority of the whole board, designate an
Executive Committee consisting of the Chief Executive Officer and
not less than three other directors which, during intervals between
meetings of the board of directors, shall have and may exercise all
of the powers of the board of directors in the management of the
business and affairs of the corporation, and may authorize the seal
of the corporation to be affixed to all papers which may require
it; provided, however, that the Executive Committee shall have no
power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all
or substantially all of the corporation's property or assets,
recommending to the stockholders a dissolution of the corporation
or a revocation of a dissolution, or amending the By-Laws of the
corporation, or to declare a dividend, authorize the issuance of
stock or fill vacancies on the board of directors.  The board of
directors may also designate one or more directors as alternate
members of the Executive Committee who may replace any absent or
disqualified member at any meeting of the Executive Committee.  The
board of directors may, at any time, by resolution passed by a
majority of the whole board, limit the exercise of the foregoing
powers by the Executive Committee, or suspend the operations of the
Executive Committee. 
 
     Three members shall constitute a quorum for the transaction of
business.  The Chief Executive Officer shall act as chairman of the
Executive Committee, shall preside at all meetings of the Executive

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Committee and shall appoint one person (who need not be a member)
to act as secretary at each meeting of the Executive Committee.  In
the absence of the Chief Executive Officer, or in the event of his
disability or refusal to act, such other member of the Executive
Committee as the Executive Committee or the board of directors
shall designate shall preside at meetings of the Executive
Committee.  Meetings of the Executive Committee may be called by
the Chief Executive Officer or any two members of the Executive
Committee.  Notice of any meeting of the Executive Committee shall
be sufficient if given in the same manner as notice of a special
meeting of the board of directors. 
 
     The Executive Committee shall keep regular minutes of its
meetings.  The acting secretary of each meeting of the Executive
Committee shall furnish to the Secretary of the corporation (when
not the same person) a true and correct copy of the proceedings of
such meeting and the Secretary of the corporation shall thereupon
record such proceedings in the minute book of the corporation. 
 
     SECTION 11.  OTHER COMMITTEES OF DIRECTORS.  In addition to
the Executive Committee, the board of directors may, by resolution
passed by a majority of the whole board, designate one or more
committees, each committee to consist of two or more of the
directors of the corporation, except that the Audit Committee may
consist of one or more of the directors of the corporation.  The
board may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at
any meeting of the committee.  Any such committee, to the extent
provided in the resolution, shall have and may exercise the powers
of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; but
no such committee shall have the power of authority in reference to
amending the Certificate of Incorporation, adopting an agreement of
merger or consolidation, 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 a dissolution
of the corporation, or a revocation of a dissolution, or amending
the By-Laws, of the corporation; and, unless the resolution,
By-Laws, or Certificate of Incorporation expressly so provide, no
such committee shall have power of authority to declare a dividend
or to authorize the issuance of stock or to fill vacancies on the
board of directors.  Such committee or committees shall have such
name or names as may be determined from time to time by resolution
adopted by the board of directors. 
 
     Unless otherwise provided by the board of directors, a
majority of the members of any committee appointed by the board of
directors pursuant to this Section shall constitute a quorum at any
meeting thereof and the act of a majority of the members present at
a meeting at which a quorum is present shall be the act of such
committee.  Any such committee shall, subject to any rules

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prescribed by the board of directors, prescribe its own rules for
calling, giving notice of and holding meetings and its method of
procedure at such meetings.  (Amended June 23, 1981). 
 
     SECTION 12.  RECORD OF PROCEEDINGS.  Each committee shall keep
regular written minutes of its meetings and actions taken by it and
report the same to the board of directors when required. 
 
                         Directors Fees 
 
     SECTION 13.  FEES.  Each director and member of a committee of
directors shall be paid such reasonable fee, if any, as shall be
fixed by the board of directors for each meeting of the board of
directors or committee of directors which he shall attend and may
be paid such other compensation for his services as a director or
member as may be fixed by the board of directors.  No such payment
shall preclude any director or member from serving the corporation
in any other capacity and receiving compensation therefor. 

 
                           ARTICLE IV 
                            Notices 

     SECTION 1.  FORM OF NOTICES.  Whenever, under the provisions
of the statutes or of the Certificate of Incorporation or of these
By-Laws, notice is required to be given to any director, any member
of a committee of directors or any stockholder, it shall not be
construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director, member or
stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be
deemed to be given at the time when the same shall be deposited in
the United States mail.  Notice to any director or any member of a
committee of directors may also be given by telex, cable or
telegram and such notice shall be deemed to be given when delivered
to the telegraph company or transmitted by the teletype as the case
may be. 
 
     SECTION 2.  WAIVER OF NOTICE.  Whenever any notice is required
to be given under the provisions of the statutes or of the
Certificate of Incorporation or of these By-Laws, a written waiver
thereof, signed by the person or persons entitled to notice,
whether before or after the time stated therein, shall be deemed
equivalent thereto.  Neither the business to be transacted at, nor
the purpose of, any regular of special meeting of the stockholders,
directors or members of a committee of directors need be specified
in the waiver of notice unless so required by the Certificate of
Incorporation. 
 
     Attendance of a person at any meeting shall constitute a
waiver of notice of such meeting,  except where a person attends a

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meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting
was not lawfully called or convened. 

 
                           ARTICLE V 
                            Officers 
 
     SECTION 1.  NUMBER.  The officers of the corporation, except
those elected by delegated authority pursuant to Section 3 of this
Article, shall be chosen by the board of directors and shall
include a Chief Executive Officer, a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary and a
Treasurer.  The board of directors may also choose a Vice Chairman
of the Board, a Chief Financial Officer, one or more Executive Vice
Presidents, one or more Senior Vice Presidents, a Controller and
one or more Assistant Secretaries, Assistant Treasurers and
Assistant Controllers.  Any number of offices may be held by the
same person, unless the Certificate of Incorporation or these
By-Laws otherwise provided. 
 
     SECTION 2.  ELECTION AND TERM OF OFFICE.  The board of
directors at its first meeting after each annual meeting of
stockholders shall choose a Chief Executive Officer and a Chairman
of the Board from among the directors, and shall choose a
President, one or more Vice Presidents, a Secretary and a
Treasurer, none of whom need be a member of the board.  The
officers of the corporation, except those elected by delegated
authority pursuant to Section 3 of this Article, shall be elected
annually by the board of directors, and each such officer shall
hold his office until his successor shall have been elected and
qualified, or until his earlier death, resignation, or removal. 
 
     SECTION 3.  SUBORDINATE OFFICERS, COMMITTEES AND AGENTS.  The
board of directors may from time to time elect such other officers
and appoint such committees, employees or other agents as it shall
deem necessary or appropriate, each of whom shall hold office for
such period, have such authority, and perform such duties as are
provided in these By-Laws, or as the board of directors may from
time to time determine.  The board of directors may delegate to any
officer or committee the power to elect subordinate officers and to
retain or appoint employees or other agents, or committees thereof,
and to prescribe the authority and duties of such subordinate
officers, committees, employees or other agents. 
 
     SECTION 4.  SALARIES.  The salaries of all officers, employees
and agents of the corporation who are elected or appointed by the
board of directors shall be fixed from time to time by the board of
directors or by such officer or committee as may be designated by
the board of directors.  The salaries or other compensation of any
other officers, employees and other agents shall be fixed from time
to time by the officer or committee to which the power to elect

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such officers or to retain or appoint such employees or other
agents has been delegated pursuant to Section 3 of this Article. 
No officer shall be prevented from receiving such salary or other
compensation by reason of the fact that he is also a director of
the corporation. 
 
     SECTION 5.  RESIGNATIONS.  Any officer or agent may resign at
any time by giving written notice to the board of directors, or to
the Chief Executive Officer or the Secretary of the corporation. 
Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein and, unless
otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. 
 
     SECTION 6.  REMOVAL.  Any officer, committee, employee or
other agent of the corporation may be removed, either for or
without cause, by the board of directors or by the officer or
committee which elected or appointed such officer, committee or
other agent whenever in the judgment of the board or of such
officer or committee the best interests of the corporation will be
served thereby. 
 
     SECTION 7.  VACANCIES.  Any vacancy occurring in any office of
the corporation because of death, resignation, removal,
disqualification, or any other cause, shall be filled by the board
of directors or by the officer or committee to which the power to
fill such office has been delegated pursuant to Section 3 of this
Article, as the case may be, and if the office is one for which
these By-Laws prescribe a term, shall be filled for the unexpired
portion of the term. 
 
     SECTION 8.  GENERAL POWERS.  All officers of the corporation
as between themselves and the corporation, shall, respectively,
have such authority and perform such duties in the management of
the property and affairs of the corporation as may be determined by
resolution of the board of directors, or in the absence of
controlling provisions in a resolution of the board of directors,
as may be provided in these By-Laws. 
 
     SECTION 9.  EXECUTION OF DOCUMENTS.  The Chief Executive
Officer, the Chairman of the Board, the Vice Chairman of the Board
and the President shall each have the power and authority to sign
and execute, in the name of the corporation, bonds, mortgages and
other contracts and instruments, under the seal of the corporation
or otherwise, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or
these By-Laws to some other officer, employee or agent of the
corporation. 
 
     SECTION 10.  CHAIRMAN OF THE BOARD.  The Chairman of the Board
shall preside at all meetings of the board of directors and
stockholders and, in the absence of the President or in the event

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of his inability or refusal to act, shall perform the duties and
exercise the powers of the President.  The Chairman of the Board
shall also perform such other duties and have such other powers as
the board of directors may from time to time prescribe. 
 
     SECTION 11.  VICE CHAIRMAN OF THE BOARD.  The Vice Chairman of
the Board shall, in the absence of the Chairman of the Board or in
the event of his inability or refusal to act, perform the duties
and exercise the powers of the Chairman of the Board, and shall
perform such other duties and have such other powers as the board
of directors may from time to time prescribe. 
 
     SECTION 12.  PRESIDENT.  The President shall be an executive
officer of the corporation and, in the absence of the Vice Chairman
of the Board or in the event of his inability or refusal to act,
shall perform the duties and exercise the powers of the Vice
Chairman of the Board.  The President shall also perform such other
duties and exercise such other powers as the board of directors may
from time to time prescribe. 
 
     SECTION 13.  CHIEF EXECUTIVE OFFICER.  Either the Chairman of
the Board, the Vice Chairman of the Board or the President may be
the Chief Executive Officer of the corporation, and the board of
directors shall from time to time designate which of such officers
shall be the Chief Executive Officer.  The Chief Executive Officer
shall have general and active management control of the business of
the corporation, shall see that all orders and resolutions of the
board of directors are carried into effect and shall have general
supervision and direction of all other officers of the corporation. 
The Chief Executive Officer shall also perform such other duties
and have such other powers as the board of directors may from time
to time prescribe.  In the event of the absence of the Chief
Executive Officer or of his inability or refusal to act, the
Chairman of the Board or the Vice Chairman of the Board or the
President (whoever does not hold the office of Chief Executive
Officer), in the order designated by the board of directors, shall
perform the duties and exercise the powers of the Chief Executive
Officer. 
 
     SECTION 14.  EXECUTIVE VICE PRESIDENTS, SENIOR VICE PRESIDENTS
AND VICE PRESIDENTS.  The Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents shall perform such duties and have
such other powers as the board of directors of the Chief Executive
Officer may from time to time prescribe. 
 
     SECTION 15.  SECRETARY.  The Secretary shall attend all
meetings of the board of directors and all meetings of the
stockholders, record all the proceedings of all such meetings in a
book to be kept for that purpose and shall perform like duties for
the standing committees when requested.  He shall give, or cause to
be given, notice of all meetings of the stockholders and special
meetings of the board of directors, and shall perform such other

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duties and have such other powers as the board of directors or the
Chief Executive Officer may from time to time prescribe.  He shall
have custody of the corporate seal of the corporation and he, or an
Assistant Secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by
his signature of such Assistant Secretary.  The board of directors
may give general authority to any other officer to affix the seal
of the corporation and to attest the affixing by his signature. 
 
     SECTION 16.  ASSISTANT SECRETARIES.  In the absence of the
Secretary or in the event of his inability or refusal to act, the
Assistant Secretary (or in the event there be more than one, the
Assistant Secretaries in the order designated by the board of
directors, or in the absence of any designation, then in the order
of their election) shall perform the duties and exercise the powers
of the Secretary.  The Assistant Secretaries shall also perform
such other duties and exercise such other powers as the board of
directors or the Chief Executive Officer may from time to time
prescribe. 
 
     SECTION 17.  CHIEF FINANCIAL OFFICER.  The Chief Financial
Officer of the corporation shall, under the direction and
supervision of the Chief Executive Officer, supervise and manage
the financial affairs of the corporation.  He shall have direct
supervision and direction of all other officers, employees and
agents of the corporation who are involved primarily in the conduct
of the financial affairs of the corporation.  He shall also perform
such other duties and have such other powers as the board of
directors or the Chief Executive Officer may from time to time
prescribe. 
 
     SECTION 18.  TREASURER.  The Treasurer shall have the custody
of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging
to the corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors, the
Chief Executive Officer or the Chief Financial Officer.  The
Treasurer shall render to the Chief Executive Officer, the Chief
Financial Officer and the board of directors, at its regular
meetings, or otherwise when the board of directors so requests, an
account of all his transactions as Treasurer and of the financial
condition of the corporation.  The Treasurer shall also perform
such other duties and have such other powers as the board of
directors, the Chief Executive Officer or the Chief Financial
Officer may from time to time prescribe. 
 
     SECTION 19.  ASSISTANT TREASURERS.  In the absence of the
Treasurer or in the event of his inability or refusal to act, the
Assistant Treasurer (or in the event there be more than one, the
Assistant  Treasurers  in  the  order  designated  by  the board of

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<PAGE>

directors, or in the absence of any designation, then in the order
of their election) shall exercise the powers and perform the duties
of the Treasurer.  The Assistant Treasurers shall also perform such
other duties and exercise such other powers as the board of
directors, the Chief Executive Officer or the Chief Financial
Officer may from time to time prescribe. 
 
     SECTION 20.  PERFORMANCE BOND OF TREASURER AND ASSISTANT
TREASURERS.  If required by the board of directors, the Treasurer
and each Assistant Treasurer shall give the corporation a bond in
such sum and with such surety or sureties as shall be satisfactory
to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in
case of his death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to
the corporation. 
 
     SECTION 21.  CONTROLLER.  The Controller shall plan and direct
corporate accounting and control policies and procedures and shall
disburse the funds of the corporation as may be ordered by the
board of directors, taking proper vouchers for such disbursements,
and shall render to the Chief Executive Officer, the Chief
Financial Officer, the Treasurer and the board of directors, at its
regular meetings, or otherwise when the board of directors so
requests, an account of all his transactions as Controller and of
the financial condition of the corporation. 
 
     SECTION 22.  ASSISTANT CONTROLLERS.  In the absence of the
Controller or in the event of his inability or refusal to act, the
Assistant Controller (or in the event there be more than one, the
Assistant Controllers in the order designated by the board of
directors, or in the absence of any designation, then in the order
of their election) shall perform the duties and exercise the powers
of the Controller.  The Assistant Controllers shall also perform
such other duties and have such other powers as the board of
directors, the Chief Executive Officer and the Chief Financial
Officer may from time to time prescribe. 

 
                           ARTICLE VI 
                      Certificate of Stock 
 
     SECTION 1.  CERTIFICATES.  Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or
in the name of the corporation by the Chairman of the Board, the
Vice Chairman of the Board, the President or an Executive, Senior
or other Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by such holder
in the corporation. 

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<PAGE>

     SECTION 2.  CLASSES OF STOCK - DESIGNATION.  If the
corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers,
designations, preferences and relative, participating, optional or
other rights, if any, of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences
and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the corporation shall issue to
represent such class or series of stock, provided that, except as
otherwise provided in the General Corporation Law of Delaware, in
lieu of the foregoing requirements there may be set forth on the
face or back of the certificate which the corporation shall issue
to represent such class or series of stock, a statement that the
corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. 
 
     SECTION 3.  FACSIMILE SIGNATURES.  When a certificate is
countersigned (1) by a transfer agent other than the corporation or
its employees, or (2) by a registrar other than the corporation or
its employees, any other signature on the certificate may be a
facsimile.  In case any officer, transfer agent, or registrar who
has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent,
or registrar before such certificate is issued, it may be issued by
the corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue. 
 
     SECTION 4.  TRANSFER OF STOCK.  The transfer of shares of
stock and certificates representing shares of stock shall be
governed by Article 8 of the Uniform Commercial Code as adopted and
in effect in the State of Delaware.  Whenever any transfer of
shares of stock shall be made for collateral security, and not
absolutely, if the transferor and transferee request the
corporation to do so when the certificates representing the shares
are presented for transfer, the fact that the transfer is being
made for collateral security shall be expressed in the entry for
transfer. 
 
     SECTION 5.  LOST, STOLEN, OR DESTROYED CERTIFICATES.  The
corporation shall issue a new stock certificate in the place of any
certificate previously issued when the holder of record of the
certificate: 
 
          (a)  Claim.  Makes proof in affidavit form that it has
               been lost, destroyed, or wrongfully taken; 

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<PAGE>

          (b)  Timely Request.  Requests the issuance of a new
               certificate before the corporation has notice that
               the certificate has been acquired by a purchaser
               for value in good faith and without notice of any
               adverse claim; 
 
          (c)  Bond.  Gives a bond in such form, and with such
               surety or sureties, with fixed or open penalty, as
               the corporation may direct, to indemnify the
               corporation, its transfer agents and registrars
               against any claim that may be made on account of
               the alleged loss, destruction, or theft or the
               certificate; and 
 
          (d)  Other Requirements.  Satisfies any other reasonable
               requirements imposed by the corporation. 
 
     When a certificate has been lost, apparently destroyed, or
wrongfully taken and the holder of record fails to notify the
corporation within a reasonable time after he has notice of it, and
the corporation registers a transfer of the shares represented by
such certificate before receiving such notification, the holder of
record is precluded from making any claim against the corporation
for the transfer or for a new certificate. 
 
     SECTION 6.  FIXING RECORD DATE.  In order that the corporation
may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing a meeting, or
entitled 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 for the
purpose of any other lawful action, the board of directors may fix,
in advance, a record date, which shall not be more than sixty nor
less than ten days before the date of such meeting, nor more than
sixty days prior to any 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. 

     SECTION 7.  REGISTERED STOCKHOLDERS.  The corporation shall be
entitled to recognize the exclusive right of a person registered on
its books as the owner of stock to receive dividends, and to vote
as such owner, and shall not be bound to recognize any equitable or
other claim to or interest in such stock on the part of any other
person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.    

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<PAGE>

                          ARTICLE VII 
                       General Provisions 

     SECTION 1.  FISCAL YEAR.  Each fiscal year of the corporation
shall end on March 31st of each year.  (Amended March 7, 1997) 
 
     SECTION 2.  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
reproduced or otherwise. 
 
     SECTION 3.  AMENDMENTS.  These By-Laws may be altered or
repealed at any meeting of the stockholders or of the Board of
Directors without a meeting as respectively provided in Section 11
of Article II and Section 9 or Article III; provided, however, that
Article II, Section 3, and Article III, Sections 1 and 2, and
Article VII, Section 3 may be amended or repealed only by an
affirmative vote of not less than seventy-five percent (75%) of the
shares present or represented at an Annual or Special Meeting of
the Stockholders at which a quorum is in attendance.  (Amended
April 11, 1988) 
 

                          ARTICLE VIII 
  
     SECTION 1.  MISCELLANEOUS.  Unless otherwise ordered by the
board of directors, the Chief Executive Officer, the Chairman of
the Board, the Vice Chairman of the Board, the President, any
Executive, Senior or other Vice President, or the Secretary, in
person or by proxy or proxies appointed by any of them, shall have
full power and authority on behalf of the corporation to vote, act
and consent with respect to any shares of stock issued by other
corporations which the corporation may own or as to which the
corporation otherwise has the right to vote, act or consent. 

 
                           ARTICLE IX 
                        Indemnification 
 
     SECTION 1.  The corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of
the fact that such person is or was serving as 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,   against   expenses  (including   attorneys'    fees),

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<PAGE>

judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action,
suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful. 
 
     SECTION 2.  The corporation shall indemnify any person who
becomes a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of
the fact that such person is or was serving as 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, against expenses (including attorneys' fees),
judgments, and amounts paid in settlement actually and reasonably
incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation, except in such cases as involve gross
negligence or willful misconduct in the performance of his duties. 
 
     SECTION 3.  Expenses incurred by a director, officer, employee
or agent of the corporation in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding
as authorized by the board of directors upon receipt of an
undertaking by or on behalf of such person to repay such amounts
unless it shall ultimately be determined that he is entitled to be
indemnified by the corporation as provided in these By-Laws. 
 
     SECTION 4.  The indemnification provided by these By-Laws
shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in his 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, officer, employee or agent
and shall inure to the benefit of the heirs, executors and
administrators of such a person. 
 
     SECTION 5.  The corporation may purchase and maintain
insurance on behalf of any person who is or was a director or

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<PAGE>

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 against any liability asserted against such person and
any resulting expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to so indemnify him under the
provisions of these By-Laws. 
(Amended August 1, 1982)

 
                           ARTICLE X 
        Indemnification Saving Clause and Retroactivity 
 
     SECTION 1.  The invalidity or unenforceability of any
provision in Article IX, in whole or in part, shall not affect the
validity or enforceability of the affected provision to the full
extent permitted by law to be enforceable, nor of the remaining
provisions of that Article IX. 
 
     SECTION 2.  The indemnification provided in Article IX shall
be retroactive in application  ab initio of the corporation. 
(Amended August 1, 1982)

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