Exhibit 3.1                   AMENDMENT TO BY-LAWS
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                                   ARTICLE II

                               BOARD OF DIRECTORS

          SECTION 1. The Board of Directors shall have the general management of
the affairs,  property and business of the Company, and may adopt such rules and
regulations  for that  purpose  and for the conduct of meetings as the Board may
deem  proper.  The Board may exercise and shall be vested with the powers of the
Company not  inconsistent  with law, the Certificate of  Incorporation  or these
By-laws.

          SECTION 2. The number of Directors constituting the Board of Directors
shall be fixed at seven (7). Directors need not be stockholders of the Company.

          SECTION 3. Except as  otherwise  provided by law or by these  By-laws,
the Directors of the Company shall hold office until the next annual  meeting of
stockholders.  Each  Director  shall be elected to serve  until the next  annual
meeting of  stockholders  and until a successor shall have been duly elected and
qualified or until such Director's  earlier death,  resignation or removal.  Any
vacancies in the Board of Directors may be filled by a majority of the Directors
then in office,  though less than a quorum;  provided,  however,  that any third
party  pursuant to an agreement  with the Company shall have the right to fill a
vacancy  created by the  departure of a Director who was nominated by such third
party.  A Director so chosen shall hold office for the unexpired term in respect
of which the vacancy  occurred  or was  created  and until his or her  successor
shall be  elected  and  qualified  or until his or her  earlier  resignation  or
removal.

          SECTION 4. As of the date these By-laws are being amended, the Company
shall  include in any slate of nominees  for  election to the Board of Directors
three (3) nominees (a "PBGC Director" and  collectively,  the "PBGC  Directors")
designated by the Pension Benefit Guaranty Corporation ("PBGC") pursuant to that
certain  Agreement,  dated as of  February  28, 1999 (the  "Master  Agreement"),
between the Company and the PBGC.

          SECTION  5. The  Directors  may hold  their  meetings  and may have an
office and keep the books of the Company  (except as  otherwise  may be provided
for by law) in such place or places, within or without the State of Delaware, as
from  time to time the  Board of  Directors  or the  Chairman  of the  Board may
determine.

          SECTION 6. Regular  meetings of the Board of  Directors  shall be held
pursuant to a schedule  established by the Board at its first meeting  following
the annual  meeting of  stockholders.  Such meetings shall be held on the second
Wednesday of the month,  or at such other time as may be determined by the Board
of Directors or the Chairman of the Board.

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          SECTION 7. Special  meetings of the Board of  Directors  shall be held
whenever  called by the Chairman of the Board,  or in his absence by any officer
who is a Director, the Executive Committee, or by one-third of the whole Board.

          SECTION 8.  Regular  meetings  of the Board of  Directors  may be held
without notice provided that the time and place of such meeting is designated at
the preceding  regular  meeting of the Board of Directors.  Notice of each other
regular  meeting and of each special  meeting of the Board of Directors shall be
given to each  Director by letter mailed at least three days before the meeting,
by  telegraph  sent at least two days  before the  meeting,  or by such  shorter
telephone or other notice as the person or persons  calling the meeting may deem
appropriate in the circumstances.

          SECTION 9. A majority of the Directors at the time in office but in no
event less than  one-third of the whole Board shall  constitute a quorum for the
transaction of business at any meeting of the Board of Directors. If less than a
quorum be present at a meeting,  the  Directors  present may adjourn the meeting
and the  meeting  may be held as  adjourned  with due  notice of such  adjourned
meeting.  If a quorum be present at a meeting,  and the meeting is  adjourned to
reconvene  at a later time and/or  date,  due notice of such  adjourned  meeting
shall be given.  Except as  otherwise  provided  by law, by the  Certificate  of
Incorporation, by these By-laws or in the immediately following sentence, when a
quorum is present at any  meeting of the Board of  Directors,  a majority of the
Directors  present at such meeting shall decide any question brought before such
meeting and the action of such majority  shall be deemed to be the action of the
Board. Notwithstanding the foregoing, when a quorum is present at any meeting of
the Board of Directors, the affirmative vote of at least four Directors shall be
necessary to: (i) determine the fair value of the Company  Common Stock,  or any
security that is convertible,  exercisable or  exchangeable  for or into Company
Common Stock,  and authorize the issuance  thereof at the determined fair value;
(ii)  authorize a  consolidation  or merger of the Company  with or into another
person; or (iii) authorize the sale, assignment,  transfer, lease, conveyance or
other disposal of 50% or more of the property or assets of the Company in one or
more related  transactions.  The  Directors  present at any duly called and held
meeting at which a quorum is present or represented  may continue to do business
until adjournment,  notwithstanding the withdrawal of such Directors as to leave
less than a quorum.

          SECTION  10.  Any  action  required  or  permitted  to be taken at any
meeting if all members of the Board of Directors or  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 of Directors or such committee.

          SECTION  11.  Unless   otherwise   provided  by  the   Certificate  of
Incorporation  or  these  By-laws,  members  of the  Board of  Directors  or any
committee thereof may participate in a meeting of the Board or such 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.


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          SECTION 12. Except as otherwise provided by these By-laws:

          (a) the Board of Directors may, by resolution  passed by a majority of
the whole Board,  designate an Executive  Committee and one or more  committees,
each committee to consist of one or more  Directors.  Each such committee  shall
determine its own rules of operation and procedure.  The Board may designate one
or more Directors as alternative  members of the committee,  who may replace any
absent or disqualified members at any meeting of such committee.  In the absence
or disqualification of a member of the committee,  the member or members thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors  to act at the  meeting  in the place of such  absent to  disqualified
member.

          (b) any  committee,  to the extent  provided in the  resolution of the
Board of  Directors  creating it, 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 Company and may  authorize  the seal of the Company to be affixed
to all  papers  which may  require  it.  No  committee  shall  have the power or
authority to (i) amend the Certificate of Incorporation; (ii) adopt an agreement
of merger or consolidation;  (iii) recommend to the stockholders the sale, lease
or exchange of all or  substantially  all of the Company's  property and assets;
(iv) recommend to the  stockholders a dissolution of the Company or a revocation
of a dissolution; or (v) amend the By-Laws of the Company. Unless the resolution
creating a committee,  or the Certificate of Incorporation expressly provide, no
such  committee  shall have the power or  authority  to declare a dividend or to
authorize the issuance of stock.

          SECTION 13. By resolution adopted by the Board of Directors, the Board
shall  appoint a  Nominating  Committee  consisting  of three  individuals.  The
Nominating  Committee shall include any Director  required to be included on the
Nominating  Committee  pursuant to any agreement between the Company and a third
party.  As of the date these By-Laws are being amended,  the Company is required
to include one PBGC Director on the Nominating  Committee pursuant to the Master
Agreement.  The  Nominating  Committee  shall  have all the power and  authority
granted  to it  by  the  Board  of  Directors,  including,  without  limitation,
recommending  criteria for the  selection of candidates to serve on the Board of
Directors,  evaluating  all proposed  candidates  for nomination to serve on the
Board of Directors,  recommending  to the Board of Directors a slate of nominees
for election by the stockholders of the Company and recommending to the Board of
Directors one or more nominees to fill vacancies in the Board of Directors.  The
Nominating   Committee  shall  also  consider   proposals  for  nomination  from
stockholders  of the Company  which are made in writing to the  Secretary of the
Company. As long as required by the Master Agreement,  the Nominating  Committee
shall recommend to the Board of Directors for election by the stockholders  each
of the PBGC's  designated  nominees  for  election to the Board of  Directors at
annual meetings of the Company's stockholders (or any special meeting or consent
solicitation for the election of directors). The Nominating Committee shall keep
a record of its acts and proceedings and shall report the same from time to time
to the Board of Directors.


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          SECTION 14. By resolution adopted by the whole Board of Directors, the
Board shall appoint a Compensation  Committee  consisting of three  individuals.
The Compensation Committee shall include any Director required to be included on
the Compensation  Committee  pursuant to any agreement between the Company and a
third  party.  As of the date these  By-laws are being  amended,  the Company is
required to include one PBGC Director on the Compensation  Committee pursuant to
the  Master  Agreement,  and such PBGC  Director  shall be the  Chairman  of the
Compensation Committee.  The Compensation Committee shall have all the power and
authority  as  granted  to it by the  Board  of  Directors,  including,  without
limitation,  the power and authority to establish the  compensation and benefits
for Directors,  officers and, at the option of the Compensation Committee, other
managerial  personnel of the Company and its  subsidiaries,  including,  without
limitation,  fixing the cash  compensation  of such  persons,  establishing  and
administering  compensation  and benefit plans for such persons and  determining
awards  thereunder,  and entering  into (or amending  existing)  employment  and
compensation  agreements with any such persons. The Compensation Committee shall
perform  such  other  duties  as shall  from  time to time be  delegated  to the
Compensation  Committee by the Board of Directors.  The  Compensation  Committee
shall consist solely of Directors who are not officers of the Company.



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