EXHIBIT 3.1

              COMPOSITE BYLAWS OF ALZA CORPORATION
                                
             REGISTERED OFFICE AND REGISTERED AGENT
                                
     1.   REGISTERED OFFICE.  The registered office of the
corporation shall be in the City of Wilmington County of New
Castle, State of Delaware.

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

                    MEETINGS OF STOCKHOLDERS
                                
     3.   TIME AND PLACE OF MEETINGS.  All meetings of the
stockholders shall be held at such time and place, either within
or without the State of Delaware, as  shall be fixed by the Board
of Directors and stated in the notice or waiver of  notice of the
meeting.

     4.   ANNUAL MEETING.  An annual meeting of the stockholders
for the election of directors and for the transaction of such
other business as may  properly come before the meeting shall be
held on such date and at such time and  place as the Board of
Directors shall each year designate.

     5.   SPECIAL MEETINGS.  Special meetings of the
stockholders, for any purpose or purposes prescribed in the
notice of meeting, may be called only by  the Board of Directors,
the Chairman of the Board or the President of the  corporation.

     6.   NO ACTION WITHOUT MEETING.  At any time when the
corporation has more than one stockholder of any class of capital
stock, no action required to be  taken or which may be taken at
any annual or special meeting of the stockholders  of such class
of capital stock of the corporation may be taken without a
meeting, and the power of stockholders to consent in writing
without a meeting,  to the taking of any action is specifically
denied.

     7.   NOTICE.

     (a)  Written notice of the place, date, and time of all
meetings of the stockholders shall be given not less than ten nor
more than 60 days before the  date on which the meeting is to be
held to each stockholder entitled to vote at  such meeting,
except as otherwise provided herein or required by law (meaning,
here and hereinafter, as required from time to time by the
Delaware General  Corporation Law or the Certificate of
Incorporation of the corporation).

     (b)  When a meeting is adjourned to another place, date or
time, written notice need not be given of the adjourned meeting
if the place, date and time  thereof are announced at the meeting
at which the adjournment is taken and the  adjournment is for not
more than thirty days; provided, however, that if the  date of
any adjourned meeting is more than thirty days after the date for
which  the meeting was originally noticed, or if a new record
date is fixed for the  adjourned meeting, written notice of the
place, date and time of the adjourned  meeting shall be given in
conformity herewith.  At any adjourned meeting, any  business may
be transacted which might have been transacted at the original
meeting.

     8.   NOMINATIONS AND PROPOSALS:

     (a)  The Board of Directors of the corporation may nominate
candidates for election as directors of the corporation and may
propose such other matters for approval of the stockholders as
the board deems necessary or appropriate.

     (b)  Any stockholder entitled to vote for directors may
nominate candidates for election as directors of the corporation;
provided, however, that so long as the corporation has more than
one stockholder, no nominations for director of the corporation
by any person other than the Board of Directors shall be
presented to any meeting of stockholders unless the person making
the nomination is a record stockholder and shall have delivered a
written notice to the Secretary of the corporation in a timely
manner in accordance with paragraph (d).  Such notice shall (i)
set forth the name and address of the person advancing such
nomination and the nominee, together with such information
concerning the person making the nomination and the nominee as
would be required by the appropriate rules and regulations of the
Securities and Exchange Commission to be included in a proxy
statement soliciting proxies for the election of such nominee,
and (ii) shall include the duly executed written consent of such
nominee to serve as director if elected.

     (c)  No proposal by any person other than the Board of
Directors shall be submitted for the approval of the stockholders
at any regular or special meeting of the stockholders of the
corporation unless the person advancing such proposal shall have
delivered a written notice to the Secretary of the corporation in
a timely manner in accordance with paragraph (d).  Such notice
shall set forth the name and address of the person advancing the
proposal, any material interest of such person in the proposal,
and such other information concerning the person making such
proposal and the proposal itself as would be required by the
appropriate rules and regulations of the Securities and Exchange
Commission to be included in a proxy statement soliciting proxies
for the proposal.

     (d)  In order to be timely, a notice by a stockholder under
paragraph (b) or (c) shall be delivered to the Secretary of the
corporation not later than 75 days prior to the first anniversary
of the date on which the corporation first mailed its proxy
materials for the preceding year's annual meeting of
stockholders; provided, however, that if the date of the annual
meeting is advanced by more than 30 days prior to, or delayed by
more than 30 days after, the anniversary of the preceding year's
annual meeting, notice by the stockholder to be timely must be so
delivered not later than the close of business on the later of
(i) the 90th day prior to such annual meeting or (ii) the 10th
day following the day on which public announcement of the date of
such meeting is first made.


     9.   QUORUM AND REQUIRED VOTE.

     (a)  At any meeting of the stockholders, the holders of a
majority of all of the shares of the stock entitled to vote on
the subject matter at the  meeting, present in person or by proxy
shall constitute a quorum, unless or  except to the extent that
the presence of a larger number may be required by  law.  Except
as provided in Section 42 of these bylaws or as may be required
by  law, the affirmative vote of a majority of shares present in
person or  represented by proxy at the meeting and entitled to
vote on the subject matter  shall be the act of the stockholders.

     (b)  If a quorum shall fail to attend any meeting, the
chairman of the meeting or the holders of a majority of the
shares of stock entitled to vote who  are present, in person or
by proxy, may adjourn the meeting to another place,  date or
time.

     (c)  If a notice of any adjourned special meeting of
stockholders is sent to all stockholders entitled to vote
thereat, stating that it will be held with those present
constituting a quorum, then, except as provided in Section 42 of
these bylaws or as otherwise required  by law, those present at
such adjourned meeting shall constitute a quorum, and  all
matters shall be determined by a majority of the votes cast at
such meeting.

     10.  VOTE REQUIRED FOR BUSINESS COMBINATION.

     (a)  In addition to any affirmative vote required by law or
this Certificate of Incorporation, and except as expressly
provided in Subparagraph  (b) of this Section 10, any Business
Combination (as hereinafter defined) with a  Related Person (as
hereinafter defined) shall require the affirmative vote of  the
holders of at least eighty percent of the voting power of all of
the then  outstanding shares of all classes of stock of the
corporation entitled to vote  for the election of directors (the
"Voting Stock"), voting together as a single  class.  Such
affirmative vote shall be required notwithstanding the fact that
no  vote may be required, or that a lesser percentage may be
specified, by law or in  any agreement.

     (b)  The provisions of this Section 10 shall not apply to
any Business Combination if:

     (i)  A majority of the Continuing Directors (as hereinafter
defined) of the corporation then in office has by resolution
approved the Business  Combination either in advance of or
subsequent to such Related Person's having  become a Related
Person;

     (ii)  The Business Combination is solely between the
corporation and another corporation, one hundred percent of the
Voting Stock of which is owned directly or indirectly by the
corporation; or

     (iii)  The Business Combination is a merger or consolidation
and the cash or fair market value (as determined by a majority of
the Continuing  Directors) of the property, securities or other
consideration to be received per  share by holders of stock of
the corporation in the Business Combination is not  less than the
Highest Per Share Price or the Highest Equivalent Price (as these
terms are hereinafter defined) paid by the Related Person in
acquiring any of  the corporation's stock.

     (c)  For the purpose of this Section 10:

     (i)  The term "Business Combination" shall mean (A) any
merger or consolidation of the corporation with or into a Related
Person, (B) any sale,  lease, exchange, transfer or other
disposition, including, without limitation, a  mortgage or any
other security device, of assets of the corporation or any
subsidiary of the corporation, to a Related Person if such assets
constitute a  Substantial Part (as hereinafter defined), (C) any
merger or consolidation of a  Related Person with or into the
corporation or a subsidiary of the corporation,  (D) the issuance
of any securities of the corporation or a subsidiary of the
corporation to a Related Person, (E) any recapitalization that
would have the  effect of increasing the voting power in the
corporation of a Related Person,  and (F) any agreement, contract
or other arrangement providing for any of the  transactions
described in this definition of Business Combination.

     (ii)  The term "Related Person" shall mean any individual,
corporation or other entity which, alone or together with (A) its
"Affiliates"  and "Associates" (as defined in Rule 12b-2 of the
General Rules and Regulations  under the Securities Exchange Act
of 1934 as in effect at the date of the  adoption of this Section
10 by the stockholders of the corporation  (collectively, and as
so in effect, the "Exchange Act")) or (B) members of a  "group"
(as defined with reference to Section 13(d)(3) of the Exchange
Act) of  which such individual, corporation or other entity is a
member, "beneficially  owns" (as defined in Rule 13d-3 of the
Exchange Act) shares of the outstanding  common stock of the
corporation which, in the aggregate, have (or, in the case  of
convertible securities, would have, if such convertible
securities were, at  the time the determination is being made,
convertible and had been converted) 20 percent or more of the
total combined power to elect directors of the  corporation.

     (iii)  For the purposes of subparagraph (b)(iii) of this
Section 10, the term "other consideration to be received" shall
include, without limitation,  common stock of the corporation
retained by its existing stockholders in the  event of a Business
Combination in which the corporation is the surviving
corporation.

     (iv)  The term "Continuing Director" shall mean a director
who is unaffiliated with the Related Person and who was a member
of the Board of  Directors of the corporation immediately prior
to the time that the Related  Person involved in a Business
Combination became a Related Person.

     (v)  The term "Substantial Part" shall mean assets having a
book value in excess of 30 percent of the book value of the total
consolidated assets  of the corporation and its subsidiaries
taken as a whole as of the end of its  most recent fiscal year
ended prior to the time the determination is made.

     (vi)  The terms "Highest Per Share Price" and "Highest
Equivalent Price" shall mean the following:  If there is only one
class of capital stock of  the corporation issued and
outstanding, the Highest Per Share Price shall mean  the highest
price that can be determined by a majority of the Continuing
Directors then in office to have been paid at any time by the
Related Person for  any share or shares of that class of capital
stock.  If there is more than one  class of capital stock of the
corporation issued and outstanding, the Highest  Equivalent Price
shall mean, with respect to each class of capital stock of the
corporation, the amount determined by a majority of the
Continuing Directors  then in office, on whatever basis they
believe is appropriate, to be the highest  per share price
equivalent to the highest per share price that can be determined
to have been paid at any time by the Related Person for any share
or shares of  any class of capital stock of the corporation.  In
determining the Highest Per  Share Price and Highest Equivalent
Price, all purchases by the Related Person  shall be taken into
account regardless of whether the shares were purchased  before
or after the Related Person became a Related Person.  Also, the
Highest  Per Share Price and the Highest Equivalent Price shall
include any brokerage  commissions, transfer taxes and soliciting
dealers' fees paid by the Related  Person with respect to the
shares of capital stock of the  corporation acquired by the
Related Person.

     (d)  A majority of the Continuing Directors of the
corporation then in office (including directors purporting, in
good faith, to be Continuing  Directors) shall have the power and
duty to determine, for the purposes of this  Section 10, on the
basis of information then known to them, whether any  individual,
corporation or other entity is a Related Person.  Any such
determination made in good faith shall be conclusive and binding
for all  purposes of this Section 10.

     (e)  The provisions set forth in this Section 10 may not be
repealed or amended in any respect without:

     (i)  The affirmative vote of not less than 80 percent of the
Board of Directors and of a majority of the Continuing Directors
then in office, and

     (ii)  The affirmative vote of the holders of 80 percent or
more of the Voting Stock, voting together as a single class;
PROVIDED, HOWEVER, that the provisions of this paragraph (e)
shall not apply to  any amendment or repeal of any provision of
this Section 10 that is recommended  to the stockholders by a
resolution adopted by (A) a majority of the Board of  Directors,
and (B) not less than 80 percent of the Continuing Directors then
in  office, in which case any such amendment or repeal shall
require only the  affirmative vote of a majority of the Voting
Stock.

     11.  ORGANIZATIONS.  The Chairman of the Board or, in his or
her absence, the President of the corporation or, in the absence
of both, such person as may be designated by the Board of
Directors or, if there is no such designation, such person as may
be chosen by the holders of a  majority of the shares entitled to
vote who are present, in person or by proxy,  shall call to order
any meeting of the stockholders and act as chairman of the
meeting.

     12.  CONDUCT OF BUSINESS.  The Chairman of any meeting of
stockholders shall determine the order of business and the
procedure at the meeting,  including such regulation of the
manner of voting and the conduct of discussion  as seem to him or
her in order.

     13.  PROXIES AND VOTING.  At any meeting of the
stockholders, every stockholder entitled to vote may vote in
person or by proxy authorized by an  instrument in writing filed
in accordance with the procedures established for  the meeting.

     14.  STOCK LIST.  A complete list of stockholders entitled
to vote at any meeting of stockholders, arranged in alphabetical
order and showing the address  of each such stockholder and the
number of shares of each class registered in  his or her name,
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 stock list shall also be kept at the place of the
meeting during the whole  time thereof and shall be open to the
examination of any stockholder present.


                       BOARD OF DIRECTORS
                                
     15.  POWERS.  The business and affairs of the corporation
shall be managed by or under the direction of its Board of
Directors.

     16.  NUMBER, CLASSIFICATION AND TERM OF OFFICE.  The number
of directors of the corporation who shall constitute the whole
board shall be eight but may be increased or decreased from time
to time either by a resolution or bylaw duly adopted by the Board
of Directors.  The Board of Directors shall be and is divided
into three classes:  Class I, Class II and Class III, which shall
be as nearly equal in number as possible.  Each director shall
serve for a term ending  on the date of the third annual meeting
of stockholders following the annual meeting at which the
director was elected; provided, however, that each initial
director in Class I shall hold office until the annual meeting of
stockholders  in 1988; each initial director in Class II shall
hold office until the annual  meeting of stockholders in 1989;
and each initial director in Class III shall  hold office until
the annual meeting of stockholders in 1990.  Notwithstanding  the
foregoing, each director shall serve until his successor is duly
elected and  qualified or until his death, resignation or
removal.

     17.  REMOVAL.  Any director may be removed from office, only
with cause, by the holders of a majority of the shares entitled
to vote in an election of  directors.

     18.  RESIGNATIONS.  A director may resign at any time by
giving written notice to the corporation.  Such resignation shall
be effective when given  unless the director specifies a later
time.  The resignation shall be effective  regardless of whether
it is accepted by the corporation.

     19.  NEWLY-CREATED DIRECTORSHIPS AND VACANCIES.  In the
event of any increase or decrease in the authorized number of
directors, any newly-created or  eliminated directorships
resulting from such increase or decrease shall be  apportioned by
the Board of Directors among the three classes of directors so as
to maintain such classes as nearly equal in number as possible.
No decrease in  the number of directors constituting the Board of
Directors shall shorten the  term of any incumbent director.
Newly-created directorships resulting from any  increase in the
number of directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or
other cause  shall be filled by the affirmative vote of a
majority of the remaining directors  then in office (and not by
stockholders), even though less than a quorum of the  Board of
Directors.  Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of
the class of  directors in which the new directorship was created
or the vacancy occurred and  until such director's successor
shall have been elected and qualified.

     20.  REGULAR MEETINGS.  Regular meetings of the Board of
Directors shall be held at such place or places, on such date or
dates, and at such time or times  as shall have been established
by the Board of Directors and publicized among  all directors.  A
notice of each regular meeting shall not be required.

     21.  SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be called by the Chairman of the Board, the
President or any two directors.

     22.  NOTICE OF MEETINGS.

     (a)  Special meetings, and regular meetings not fixed as
provided in these Bylaws, shall be held upon four days' notice by
mail or two days' notice  delivered personally or by telephone or
telegraph to each director who does not  waive such notice.  The
notice shall state the place, date and time of the  meeting.
Unless otherwise indicated in the notice, any and all business
may be  transacted at a special meeting.

     (b)  Notice of a reconvened meeting need not be given if the
place, date and time of the reconvened meeting are announced at
the meeting at which the  adjournment is taken and the
adjournment is not for more than 24 hours.  If a  meeting is
adjourned for more than 24 hours, notice of the reconvened
meeting  shall be given prior to the time of that reconvened
meeting to the directors who  were not present at the time of the
adjournment.

     23.  ACTION WITHOUT MEETING.  Except as required by law, any
action required or permitted to be taken at any meeting of the
Board of Directors or  any committee thereof may be taken without
a meeting if all members of the Board  of Directors or any
committee thereof, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes
of the Board of  Directors or committee.

    24.  MEETING BY TELEPHONE.  Except as required by law, members of
the Board of Directors or any committee thereof may participate
in the meeting of the  Board of Directors or committee by means
of conference telephone or similar  communications equipment if
all persons who participate in the meeting can hear  each other.
Such participation in a meeting shall constitute presence in
person at such meeting.

    25.  QUORUM AND MANNER OF ACTING.  At any meeting of the
Board of Directors, a majority of the directors then in office
shall constitute a quorum  for all purposes.  A meeting at which
a quorum is initially present may continue  to transact business
notwithstanding the withdrawal of directors.  If a quorum  shall
fail to attend any meeting, a majority of those present may
adjourn the  meeting to another place, date or time, without
further notice or waiver  thereof.  Except as provided herein,
the act of the majority of the directors  present at any meeting
at which a quorum is present shall be the act of the  Board of
Directors.
    
     26.  COMMITTEES OF THE BOARD OF DIRECTORS.  The Board of
Directors by a vote of a majority of the whole Board, may from
time to time designate  committees of the Board, with such
lawfully delegable powers and duties as it  thereby confers, to
serve at the pleasure of the Board and shall for those
committees and any others provided for herein, elect a director
or directors to  serve as the member or members, designating, if
it desires, other directors as  alternate members who may replace
any absent or disqualified member at any  meeting of the
committee.  Any committee so designated may exercise the power
and authority of the Board of Directors to declare a dividend or
to authorize  the issuance of stock if the resolution which
designates the committee or a  supplemental resolution of the
Board of Directors shall so provide.  The  principles set forth
in Sections 15  through 25 of these Bylaws shall apply to
committees of the Board of Directors and to actions taken by such
committees.  All members of any Audit Committee of  this Company
designated by the Board of Directors shall be directors who are
not  also employees of the corporation.

     27.  COMPENSATION OF DIRECTORS.  Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, the Board of
Directors shall have  the authority to fix the compensation of
directors.  The directors may be paid  their expenses, if any, of
attendance at each meeting of the Board of Directors  or a
committee thereof, and may receive fixed fees and other
compensation for  their services as directors.  No such payment
shall preclude any director from  serving the corporation in any
other capacity and receiving compensation for  such service.

                            OFFICERS
                                
     28.  TITLES.  The officers of the corporation shall be
chosen by the Board of Directors and shall include a Chairman of
the Board or a President or both, a  Secretary and a Treasurer.
The Board of Directors may also appoint one or more  Vice
Presidents, Assistant Secretaries, Assistant Treasurers or other
officers.   Any number of offices may be held by the same person.
All officers shall perform  their duties and exercise their
powers subject to the Board of Directors.

     29.  ELECTION, TERM OF OFFICE AND VACANCIES.  The officers
shall be elected annually by the Board of Directors at its
regular meeting following the annual  meeting of the
stockholders,  and each officer shall hold office until the next
annual election of officers and until the officer's successor is
elected and qualified, or until the  officer's death, resignation
or removal.  Any officer may be removed at any  time, with or
without cause, by the Board of Directors.  Any vacancy occurring
in any office may be filled by the Board of Directors.

     30.  RESIGNATION.  Any officer may resign at any time upon
notice to the corporation without prejudice to the rights, if
any, of the corporation under  any contract to which the officer
is a party.  The resignation of an officer  shall be effective
when given unless the officer specifies a later time.  The
resignation shall be effective regardless of whether it is
accepted by the  corporation.

     31.  CHIEF EXECUTIVE OFFICER.  The Board of Directors shall
designate either the Chairman of the Board or the President as
the chief executive officer  and may prescribe the duties and
powers of the chief executive officer.  In the  absence of such a
designation, the Chairman of the Board shall be the chief
executive officer.  If there is no Chairman of the Board, the
President shall be  the chief executive officer.  Subject to the
provisions of these Bylaws and to  the direction of the Board of
Directors, the chief executive officer shall have  the
responsibility for the general management and control of the
business and  affairs of the corporation and shall perform all
duties and have all powers  which are commonly incident to the
office of chief executive or which are  delegated to him or her
by the Board of Directors.  Either the Chairman of the  Board or
the President and such other officers as may, from time to time,
be expressly designated by the Board of Directors shall have
power to sign all stock  certificates, contracts and other
instruments of the corporation which are  authorized.

     32.  SECRETARY AND ASSISTANT SECRETARIES.  The Secretary
shall issue all authorized notices for, and shall keep minutes
of, all meetings of the  stockholders and the Board of Directors.
He or she shall have charge of the  corporate books and shall
perform such other duties as the Board of Directors  may from
time to time prescribe.  At the request of the Secretary, or in
the  Secretary's absence or disability, any Assistant Secretary
shall perform any of  the duties of the Secretary and when so
acting shall have all the powers of, and  be subject to all the
restrictions upon, the Secretary.

     33.  TREASURER AND ASSISTANT TREASURERS.  Unless the Board
of Directors designates another chief financial officer, the
Treasurer shall be the chief  financial officer of the
corporation.  Unless otherwise determined by the Board  of
Directors or the chief executive officer, the Treasurer shall
have custody of  the corporate funds and securities, shall keep
adequate and correct accounts of  the corporation's properties
and business transactions, shall disburse such  funds of the
corporation as may be ordered by the Board or the chief executive
officer (taking proper vouchers for such disbursements), and
shall render to the  chief executive officer and the Board, at
regular meetings of the Board or  whenever the Board may require,
an account of all transactions and the financial  condition of
the  corporation.  At the request of the Treasurer, or in the
Treasurer's absence or disability, any Assistant Treasurer may
perform any of the duties of the  Treasurer and when so acting,
shall have all the powers of, and be subject to  all the
restrictions upon, the Treasurer.

     34.  OTHER OFFICERS.  The other officers of the corporation,
if any, shall exercise such powers and perform such duties as the
Board of Directors or the  chief executive officer shall
prescribe.

     35.  COMPENSATION.  The Board of Directors shall fix the
compensation of the chief executive officer and may fix the
compensation of other employees of  the corporation, including
the other officers.  If the Board does not fix the  compensation
of the other officers, the chief executive officer shall fix such
compensation.

     36.  ACTIONS WITH RESPECT TO SECURITIES OF OTHER
CORPORATIONS.  Unless otherwise directed by the Board of
Directors, the Chairman of the Board, the  President or any
officer of the corporation authorized by the Chairman of the
Board or the President, shall have power to vote and otherwise
act on behalf of  the corporation, in person or by proxy, at any
meeting of stockholders of, or  with respect to any action of
stockholders of, any other corporation in which  the corporation
may hold securities and otherwise shall have power to exercise
any and all rights and powers which the corporation may possess
by reason of its  ownership of securities in such other
corporation.

                       STOCK AND DIVIDENDS
                                
     37.  CERTIFICATES OF STOCK.  Each stockholder shall be
entitled to a certificate signed by, or in the name of, the
corporation by the Chairman, the  President or a Vice President,
and by the Secretary or an Assistant Secretary,  or the Treasurer
or an Assistant Treasurer, certifying the number of shares  owned
by him or her.  Any or all of the signatures on the certificates
may be  facsimile.

     38.  TRANSFERS OF STOCK.  Transfers of stock shall be made
only upon the transfer books of the corporation kept at an office
of the corporation or by  transfer agents designated to transfer
shares of the stock of the corporation.   Except where a
certificate is issued in accordance with the next sentence of
this Section, an outstanding certificate for the number of shares
involved shall  be surrendered for cancellation before a new
certificate is issued therefor.  In  the event of the loss, theft
or destruction of any certificate of stock, another  may be
issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or
destruction and  concerning the giving of a satisfactory bond or
bonds of indemnity.

     39.  REGULATIONS.  The issue, transfer, conversion and
registration of certificates of stock shall be governed by such
other regulations as the Board  of Directors may establish.


                           RECORD DATE
                                
     40.  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
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
60 nor less than  ten days before the date of such meeting, nor
more than 60 days prior to any  other action.  If no record date
is fixed, the record date (1) for determining  stockholders
entitled to notice of or to vote at a meeting of stockholders
shall  be at the close of business on the day next preceding the
day on which notice is  given or, if notice is waived, at the
close of business on the day next  preceding the day on which the
meeting is held; and (2) for determining  stockholders for any
other purpose shall be at the close of business on the day  on
which the Board of Directors adopts the resolution relating
thereto.  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  reconvened
meeting.

                        WAIVER OF NOTICE
                                
     41.  WAIVER OF NOTICE.  Whenever notice is required to be
given by law or these Bylaws, a written waiver of notice, signed
by the person entitled to  notice, whether before or after the
time stated therein, shall be deemed  equivalent to notice.
Attendance of a person at a meeting shall constitute a  waiver of
notice of such meeting, except when the person attends a meeting
for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting
is not lawfully called or  convened.  Unless so required by the
Certificate of Incorporation or these  Bylaws, neither the
business to be transacted at, nor the purpose of, any  regular or
special meeting of the stockholders, directors or members of a
committee of directors need be specified in any written waiver of
notice.

                           AMENDMENTS
                                
     42.  AMENDMENTS.  These Bylaws may be amended or repealed or
new bylaws may be adopted by the stockholders or by the Board of
Directors.  Notwithstanding  the foregoing, no provision of
Section 10 may be amended or repealed except in  accordance with
Section 10(e) and no provision of Sections 16 or 19 may be
amended or repealed except by a resolution adopted by the
affirmative vote of  not less than 75% of the members of the
Board of Directors or by the affirmative  vote of the holders of
at least 80% of the outstanding shares of capital stock  entitled
to vote in an election of directors.


                          MISCELLANEOUS
                                
     43.  FISCAL YEAR.  The fiscal year of the corporation shall
be as fixed by the Board of Directors.

     44.  TIME PERIODS.  In applying any provision of these
Bylaws which requires that an act be done or not done within a
specified number of days prior  to an event or that an act be
done during a period of a specified number of days  prior to an
event,  calendar days shall be used, the day of the doing of the
act shall be excluded, and the day of the event shall be
included.

     45.  FACSIMILE SIGNATURES.  In addition to the provisions
for use of facsimile signatures elsewhere specifically authorized
in these Bylaws,  facsimile signatures of any officer or officers
of the corporation may be used  whenever and as authorized by the
Board of Directors.

     46.  CORPORATE SEAL.  The Board of Directors may provide a
suitable seal, containing the name of the corporation, which seal
shall be in the charge of the  Secretary.  Duplicates of the seal
may be kept and used by the Treasurer or by  an Assistant
Secretary or Assistant Treasurer.

     47.  RELIANCE UPON BOOKS, REPORTS AND RECORDS.  Each
director, each member of any committee designated by the Board of
Directors, and each officer of the  corporation shall, in the
performance of his or her duties, be fully protected  in relying
in good faith upon the books of account or other records of the
corporation, including reports made to the corporation by any of
its officers,  by an independent certified public accountant or
by an appraiser.

     48.  INDEMNIFICATION OF EMPLOYEES.  Each person who was or
is made a party or is threatened to be made a party to or is
involved in any action, suit or  proceeding, whether civil,
criminal, administrative or investigative ("a  proceeding"),
because he or she is or was an employee of the corporation or is
or was serving at the request of the corporation as a director,
officer,  employee, agent or trustee of another corporation,
partnership, joint venture,  trust or other enterprise (including
service with respect to employee benefit  plans from the date of
plan adoption), shall be indemnified and held harmless by  the
corporation  against all expense, liability and loss (including
attorneys'  fees, judgments, penalties, fines, Employee
Retirement Income Security Act of  1974 excise taxes or
penalties, and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection
therewith; provided  in any event that such person acted in good
faith and in a manner he or she  reasonably believed to be in, or
not opposed to, the best interests of the  corporation; and
provided further that the corporation shall indemnify any such
person seeking indemnification in connection with a proceeding
(or part thereof)  initiated by such person only if the
proceeding (or part thereof) was authorized  by the Board of
Directors of the corporation.  Such indemnification shall
continue as to a person who has ceased to be an employee and
shall inure to the  benefit of his or her heirs, executors or
administrators.