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                                                                    EXHIBIT 3.3


                       BYLAWS OF MATRIA HEALTHCARE, INC.
                             a Delaware corporation

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                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                      PAGE
                                                                                      ----
<S>                                                                                   <C>
ARTICLE I
    Offices..........................................................................   4
    Section 1.1     Registered Office................................................   4
    Section 1.2     Principal Office.................................................   4
    Section 1.3     Other Offices....................................................   4

ARTICLE II
    Meetings of Stockholders.........................................................   4
    Section 2.1     Time and Place of Meetings.......................................   4
    Section 2.2     Annual Meetings of Stockholders..................................   4
    Section 2.3     Special Meetings.................................................   5
    Section 2.4     Stockholder Lists................................................   5
    Section 2.5     Notice of Meetings...............................................   5
    Section 2.6     Quorum and Adjournment...........................................   6
    Section 2.7     Voting...........................................................   6
    Section 2.8     Proxies..........................................................   6
    Section 2.9     Inspectors of Election...........................................   7

ARTICLE III
    Directors........................................................................   7
    Section 3.1     Powers...........................................................   7
    Section 3.2     Number, Election and Tenure......................................   8
    Section 3.3     Vacancies and Newly Created Directorships........................   8
    Section 3.4     Meetings.........................................................   8
    Section 3.5     Annual Meeting...................................................   8
    Section 3.6     Regular Meetings.................................................   8
    Section 3.7     Special Meetings.................................................   8
    Section 3.8     Notices of Meetings..............................................   8
    Section 3.9     Quorum...........................................................   8
    Section 3.10    Fees and Compensation............................................   9
    Section 3.11    Meetings by Telephonic Communication.............................   9
    Section 3.12    Committees.......................................................   9
    Section 3.13    Action Without Meetings..........................................   9 
    Section 3.14    Initial Committees...............................................   9

Article IV
    Officers.........................................................................  11
    Section 4.1     Appointment and Salaries.........................................  11
    Section 4.2     Removal and Resignation..........................................  11
    Section 4.3     Chairman.........................................................  11
    Section 4.4     President/CEO....................................................  11
    Section 4.5     Vice President...................................................  11
    Section 4.6     Secretary and Assistant Secretary................................  11
    Section 4.7     Chief Financial Officer..........................................  12
</TABLE>

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<TABLE>
<S>                                                                                   <C>
    Section 4.8     Treasurer........................................................   12
    Section 4.9     Assistant Officers...............................................   12

ARTICLE V
    Seal.............................................................................   12

ARTICLE VI
    Form of Stock Certificate........................................................   13

ARTICLE VII
    Representation of Shares of Other Corporation....................................   13

ARTICLE VIII
    Transfers of Stock...............................................................   13

ARTICLE IX
    Lost, Stolen or Destroyed Certificates...........................................   14

ARTICLE X
    Record Date......................................................................   14

ARTICLE XI
    Registered Stockholders..........................................................   14

ARTICLE XII
    Fiscal Year......................................................................   14

ARTICLE XIII
    Amendments.......................................................................   15

ARTICLE XIV
    Dividends........................................................................   15
    Section 14.1    Declaration......................................................   15
    Section 14.2    Set Aside Funds..................................................   15
                                                                                         
ARTICLE XV                                                                               
    Indemnification and Insurance....................................................   15
    Section 15.1    Right to Indemnification.........................................   15
    Section 15.2    Right of Claimant to Bring Suit..................................   16
    Section 15.3    Non-Exclusivity of Rights........................................   16
    Section 15.4    Insurance........................................................   16
    Section 15.5    Expenses as a Witness............................................   16 
    Section 15.6    Indemnity Agreements.............................................   17  
    Section 15.7    Settlement of Claims.............................................   17
    Section 15.8    Effect of Amendment..............................................   17
    Section 15.9    Subrogation......................................................   17
    Section 15.10   No Duplication of Payments.......................................   17

</TABLE>

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                       BYLAWS OF MATRIA HEALTHCARE, INC.
                             a Delaware corporation

                                   ARTICLE I

                                    OFFICES

     Section 1.1.  Registered Office.  The registered office of Matria
Healthcare, Inc. (the "Corporation") shall be in the City of Wilmington, County
of New Castle, Delaware and the name of the resident agent in charge thereof is
the agent named in the Certificate of Incorporation until changed by the Board
of Directors (the "Board").

     Section 1.2  Principal Office.  The principal office for the transaction
of the business of the Corporation shall be such place as may be established by
the Board,  The Board is granted full power and authority to change said
principal office from one location to another.

     Section 1.3  Other Offices.  The Corporation may also have an office or
offices at such other places, either within or without the State of Delaware,
as the Board may from time to time designate or the business of the Corporation
may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 2.1  Time and Place of Meetings.  Meetings of stockholders shall
be held at such time and 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 2.2  Annual Meetings of Stockholders.  The annual meeting of
stockholders shall be held on such date and at such time and place as may be
fixed by the Board and stated in the notice of the meeting, for the purpose of
electing directors and for the transaction of such other business as is
properly brought before the meeting in accordance with these Bylaws.  To be
properly brought before the annual meeting, business must be either (i)
specified in the notice of annual meeting (or any supplement or amendment
thereto) given by or at the direction of the Board, (ii) otherwise brought
before the annual meeting by or at the direction of the Board, (iii) brought
before the meeting in accordance with Rule 14a-8 under the Securities Exchange
Act of 1934, or (iv) otherwise properly brought before the annual meeting by a
stockholder.  The nomination by a stockholder of any person for election as a
director, other than the persons nominated by the Board of Directors or any
duly authorized committee thereof, shall be considered business for purposes of
this Article II and shall be permitted only under compliance with the
requirements of this Section 2.2.  In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation.  To be timely a stockholder's notice must
be delivered to or mailed and received at the principal executive offices of
the Corporation not less than sixty (60) days nor more than ninety (90) days
prior to the meeting; provided, however, that in the event that less than forty
(40) days' notice or prior public disclosure of the date of the annual meeting
is given or made to stockholders, notice by a

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stockholder, to be timely, must be received no later than the close of business
on the tenth (10th) day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made, whichever
first occurs.  A stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before the annual
meeting, (ii) the name and record address of the stockholder proposing such
business, (iii) the class, series and number of shares of the Corporation which
are beneficially owned by the stockholder, and (iv) any material interest of
the stockholder in such business.  No business shall be conducted at the annual
meeting except in accordance with the procedures set forth in this Section 2.2.
The officer of the Corporation presiding at an annual meeting shall, if the
facts warrant, determine and declare to the annual meeting that business was
not properly brought before the annual meeting in accordance with the
provisions of this Section 2.2, and if he should so determine, he shall so
declare to the annual meeting and any such business not properly brought before
the meeting shall not be transacted.

     Section 2.3  Special Meetings.  Special meetings of the stockholders of
the Corporation for any purpose or purposes may be called at any time by the
Board, or by a committee of the Board that has been duly designated by the
Board and whose powers and authority, as provided in a resolution of the Board
or in these Bylaws, include the power to call such meetings, and shall be
called by the President or Secretary at the request in writing of a majority of
the Board, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding
and entitled to vote, but such special meetings may not be called by any other
person or persons; provided, however, that if any to the extent that any
special meeting of stockholders may be called by any other person or persons
specified in any provisions of the Certificate of Incorporation or any
amendment thereto, or any certificate filed under Section 151(g) of the
Delaware General Corporation Law (or its successor statute as in effect from
time to time hereafter), then such special meeting may also be called by the
person or persons in the manner, at the times and for the purposes so
specified.  Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

     Section 2.4  Stockholder Lists.  The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of 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 (10) 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 at the place of the meeting, and the list shall also
be available at the meeting during the duration thereof, and may be inspected
by any stockholder who is present.

     Section 2.5  Notice of Meetings.  Notice of each meeting of stockholders,
whether annual or special, stating the place, date and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which such
meeting has been called, shall be given to each stockholder of record entitled
to vote at such meeting not less than ten (10) nor more than sixty (60) days
before the date of the meeting, except that where the matter to be acted on is
a merger or consolidation of the Corporation or a sale, lease or exchange of
all or substantially all of its assets, such notice shall be given not less
than twenty (20) nor more than sixty (60) days prior to

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such meeting.  Except as otherwise expressly required by law, notice of any
adjourned meeting of the stockholders need not be given if the time and place
thereof are announced at the meeting at which the adjournment is taken.

     Whenever any notice is required to be given under the provisions of
applicable law or of the Certificate of Incorporation or of these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.  Notice of any meeting of stockholders shall be deemed
waived by any stockholder who shall attend such meeting in person or by proxy,
except a stockholder who shall attend such 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.

     Section 2.6  Quorum and Adjournment.  The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum for holding all meetings of
stockholders, except as otherwise provided by applicable law or by the
Certificate of Incorporation; provided, however, that the stockholders present
at a duly called or held meeting at which a quorum is present may continue to
transact business until adjournment notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.  If it shall appear that such quorum is not present or
represented at any meeting of stockholders, the Chairman of the meeting shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the meeting
as originally noticed.  If the adjournment is for more than thirty (30) 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.  The Chairman of the meeting may
determine that a quorum is present based upon any reasonable evidence of the
presence in person or by proxy of stockholders holding a majority of the
outstanding votes, including without limitation, evidence from any record of
stockholders who have signed a register indicating their presence at the
meeting.

     Section 2.7  Voting.  In all matters, when a quorum is present at any
meeting, the vote of the holders of a majority of the capital stock having
voting power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one upon which by
express provision of applicable law 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 quorum.  Such vote may be by voice or by
written ballot; provided, however, that the Board may, in its discretion,
require a written ballot for any vote, and further provided that all elections
for directors must be by written ballot upon demand made by a stockholder at
any election and before the voting begins.

     Unless otherwise provided in the Certificate of Incorporation each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power
held by such stockholder.

     Section 2.8.  Proxies.  Each stockholder entitled to vote at a meeting of
stockholders may authorize in writing another person or persons to act for such
holder by proxy, but no proxy shall

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be voted or acted upon after three years from its date, unless the person
executing the proxy specifies therein the period of time for which it is to
continue in force.  A duly executed proxy shall be irrevocable if it states
that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power.  A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting
in person or by filing an instrument in writing revoking the proxy or another
duly executed proxy bearing a later date with the Secretary of the Corporation.

     Section 2.9  Inspectors of Election.  The Corporation shall, in advance of
any meeting of stockholders, appoint one or more inspectors to act at the
meeting and make a written report thereof.  The Corporation or the Chairman of
the meeting shall appoint one or more alternate inspectors to replace any
inspector who fails to act.  Each inspector, before undertaking his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the bests of his or her
ability.  The inspectors shall ascertain the number of shares outstanding and
the voting power of each, determine the shares represented at the meeting and
the validity of the proxies and ballots, count all votes and ballots, determine
and retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors and certify their
determination of the number of shares represented at the meeting and their
count of all votes and ballots.  Each inspector shall perform his or her duties
and shall make all determinations in accordance with the Delaware General
Corporation Law including, without limitation, Section 231 of the Delaware
General Corporation Law.

     The date and time of the opening and closing of the polls for each matter
upon which the stockholders will vote at a meeting shall be announced at the
meeting.  No ballot, proxies or votes, nor revocations thereof or changes
thereto, shall be accepted by the inspectors after the closing of the polls
unless the Court of Chancery upon application by a stockholder shall determine
otherwise.

     The appointment of inspectors of election shall be in the discretion of
the Board except that as long as the Corporation has a class of voting stock
that is (i) listed on a national securities exchange, (ii) authorized for
quotation on an interdealer quotation system of a registered national
securities association, or (iii) held of record by more than 2,000
stockholders, appointment of inspectors shall be obligatory.

                                  ARTICLE III

                                   DIRECTORS

     Section 3.1.  Powers.  The Board of Directors shall have the power to
manage or direct the management of the property, business and affairs of the
Corporation, and except as expressly limited by law, to exercise all of its
corporate powers.  The Board may establish procedures and rules, for the fair
and orderly conduct of any meeting including, without limitation, registration
of the stockholders attending the meeting, adoption of an agency, establishing
the order of business at the meeting, recessing and adjourning the meeting for
the purposes of tabulating any votes and receiving the results thereof, the
time of the opening and closing of the polls, and the physical layout of the
facilities for the meeting.


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     Section 3.2.  Number, Election and Tenure.  The Board shall initially
consist of ten (10) members.  Thereafter, the number of directors shall be
fixed or altered exclusively by resolutions adopted by the Board.  The
directors shall be divided into three classes of two directors, four directors
and four directors, designated Class I, Class II and Class III, respectively.
The initial term of office of Class I directors shall expire at the 1996 annual
meeting of stockholders; of Class II directors at the 1997 annual meeting of
stockholders; and of Class III directors at the 1998 annual meeting of
stockholders.  At each annual meeting of stockholders, successors to the class
of directors whose terms of office expire in that year shall be elected to hold
office for a term of three (3) years.  Each director shall hold office until
his successor is elected and qualified or until his earlier resignation.  No
decrease in the number of directors shall shorten the term of any incumbent
director.

     Section 3.3.  Vacancies and Newly Created Directorships.  Any vacancy on
the Board, including any newly created directorship resulting from an increase
in the number of directors, may be filled by a majority of the Board then in
office, provided that a quorum is present.

     Section 3.4.  Meetings.  The Board may hold meetings, both regular and
special, either within or outside the State of Delaware.

     Section 3.5.  Annual Meeting.  The Board shall meet as soon as practicable
after each annual election of directors.

     Section 3.6.  Regular Meetings.  Regular meetings of the Board shall be
held without call or notice at such time and place as shall from time to time
be determined by resolution of the Board.

     Section 3.7.  Special Meetings.  Special meetings of the Board may be
called at any time, and for any purpose permitted by law, by the Chairman of
the Board, or by the Secretary on the written request of any two members of the
Board unless the Board consists of only one director in which case the special
meeting shall be called on the written request of the sole director, which
meetings shall be held at the time and place designated by the person or
persons calling the meeting.  Notice of the time, place and purpose of any such
meeting shall be given to the directors by the Secretary, or in case of the
Secretary's absence, refusal or inability to act, by any other officer.  Not
less than three (3) days notice of all special meetings of the Board of
Directors shall be given to each director.

     Section 3.8.  Notices of Meetings.  All notices of meetings shall be in
writing and shall be deemed effectively given upon personal delivery or
twenty-four hours after delivery to a courier service which guarantees
overnight delivery or five days after deposit with the U.S. Post Office, by
registered or certified mail, return receipt requested, postage prepaid, and,
in the case of courier or mail delivery, addressed to such director at his or
her last known address as furnished by such director to the Company.

     Section 3.9.  Quorum.  At all meetings of the Board, the vote of a
majority of the whole Board shall be necessary to constitute the act of the
Board, regardless of the number of directors present at the meeting at which
such matter is voted upon.  For all purposes hereof, the phrase "whole Board"
and phrase "total number of directors" shall mean the total number of directors
that the Corporation would have if there were no vacancies.  Any meeting of the
Board may be

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adjourned to meet again at a stated day and hour.  Even though a quorum is not
present, as required in this Section, a majority of the directors present at
any meeting of the Board, either regular or special, may adjourn from time to
time until a quorum is present.  Notice of any adjourned meeting need not be
given.

     Section 3.10.  Fees and Compensation.  Each director and each member of a
committee of the Board shall receive such fees and reimbursement of expenses
incurred on behalf of the Corporation or in attending meetings as the Board may
from time to time determine.  No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.

     Section 3.11.  Meetings by Telephonic Communication.  Members of the Board
or any committee thereof may participate in a regular or special meeting of
such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.  Participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.

     Section 3.12.  Committees.  The Board may designate committees, each
committee to consist of one or more of the directors of the Corporation.  The
initial committees of the Board of Directors shall be as set forth in Section
3.14.  Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board in
the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers that may
require it.  Notwithstanding the foregoing, no committee of the Board shall
have the power or authority in reference to (a) amending the Certificate of
Incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing the issuance of shares of stock adopted by
the Board as provided in Section 151(a) of the Delaware General Corporation Law
fix the designation and any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the Corporation or the conversion  into, or the exchange of such shares for,
shares of any series); (b) adopting an agreement of merger or consolidation
under Section 251 or 252 of the Delaware General Corporation Law; (c)
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets; (d) recommending to
the stockholders a dissolution of the Corporation or a revocation of a
dissolution; or (e) amending the Bylaws of the Corporation.  Unless the
resolution appointing such committee or the Certificate of Incorporation
expressly so provides, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock or to adopt a
certificate of ownership and merger pursuant to Section 253 of the Delaware
General Corporation Law.  Each committee shall keep minutes of its meeting and
report to the Board when required.

     Section 3.13.  Action Without Meetings.  Unless otherwise restricted by
applicable law or by the Certificate of Incorporation or by these Bylaws, any
action required or permitted to be taken at a meeting of the Board or of any
committee thereof may be taken without a meeting if all members of the Board or
of such committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of the Board
or committee.

     Section 3.14.  Initial Committees.  The Corporation shall initially have
four (4) committees of the Board of Directors of the Corporation, which
committees shall consist of an

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executive committee (the "Executive Committee"), an audit committee (the "Audit
Committee"), a compensation and stock option committee (the "Compensation
Committee") and a nominating committee (the "Nominating Committee").

           (a) The Executive Committee shall consist of three (3) members.  In
      addition to such powers as may be delegated to it from time to time by
      the Corporation's Board of Directors, the Executive Committee shall: act
      in the absence of the full Board of Directors of the Corporation as
      deemed necessary and appropriate and as permitted by applicable law; keep
      the full Board of Directors of the Corporation apprised of Executive
      Committee activities and decisions; and conduct detailed review and
      evaluation of the annual budget prior to submission to the full Board of
      Directors of the Corporation.

           (b) The Audit Committee shall consist of two (2) members.  In
      addition to such powers as may be delegated to it from time to time by
      the Corporation's Board of Directors, the Audit Committee shall:
      recommend outside accountants for approval by the full Board of Directors
      and the stockholders of the Corporation; meet with the Corporation's
      outside auditors and the Corporation's Chief Financial Officer and their
      respective staffs to review and evaluate accounting and control systems,
      issues and related matters; meet independently with the Corporation's
      auditors and Chief Financial Officer to discuss the accuracy and
      integrity of the Corporation's financial reporting, management
      information and control systems, and any other appropriate issues; and
      address any other matters which are appropriate for the Audit Committee's
      review or involvement.  The Audit Committee shall meet no less frequently
      than twice per year, with special meetings to be called at the direction
      of the Chairman of the Board, President/CEO, Chief Financial Officer,
      outside auditors, any member of the Audit Committee or any member of the
      Corporation's Board of Directors.

           (c) The Compensation Committee shall consist of three (3) members.
      In addition to such powers as may be delegated to it from time to time by
      the Corporation's Board of Directors, the Compensation Committee shall:
      review and approve salaries for all corporate officers; review and
      approve all incentive and special compensation plans and programs,
      including stock options and related longer term incentive compensation
      programs; review and approve management succession planning; conduct
      special competitive compensation studies and retain compensation
      consultants as deemed necessary and appropriate; and recommend
      appropriate programs and actions on any of the above matters to the full
      Board of Directors of the Corporation for their review and approval.  The
      Compensation Committee shall meet no less frequently than twice a year,
      with special meetings to be called at the direction of the Chairman of
      the Board, President/CEO or any member of the Compensation Committee.

           (d) The Nominating Committee shall consist of two (2) members.  In
      addition to such powers as may be delegated to it from time to time by
      the Corporation's Board of Directors, the Nominating Committee shall:
      identify, screen and recommend candidates for appointment to the Board of
      Directors of the Corporation for consideration by the full Board of
      Directors of the Corporation and by the stockholders of the Corporation;
      and establish compensation and retirement policies for members of the
      Board of Directors of the Corporation.  The Nominating Committee shall
      meet no less frequently than once per

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      year, with special meetings to be called at the direction of any member
      of the Nominating Committee.

           (e) Each of the Executive Committee, the Audit Committee, the
      Compensation Committee and the Nominating Committee may act only by
      affirmative vote of a majority of the authorized number of members of
      such committee.

                                   ARTICLE IV

                                    OFFICERS

     Section 4.1.  Appointment and Salaries.  The senior officers of the
Corporation shall be appointed by the Board and shall be a Chairman of the
Board ("Chairman"), a President and Chief Executive Officer ("President/CEO"),
a Secretary, a Treasurer and a Chief Financial Officer.  The Board may also
appoint other offices as it deems necessary or appropriate.  The senior
officers shall hold their offices for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.
Each other officer appointed by the Board shall hold office for such term and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board.  The Board shall, upon the recommendation of the
Compensation Committee, fix the salaries of all officers appointed by it.
Unless prohibited by applicable law or by the Certificate of Incorporation or
by these Bylaws, one person may be elected or appointed to serve in more than
one official capacity.  Any vacancy occurring in any senior office of the
Corporation may be filled only by the Board.

     Section 4.2.  Removal and Resignation.  Any officer may be removed, either
with or without cause, by the Board.  Any officer may resign at any time by
giving notice to the Board, the President/CEO or the Secretary.  Any such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein and, unless otherwise specified in such notice,
the acceptance of the resignation shall not be necessary to make it effective.

     Section 4.3.  Chairman.  The Chairman shall preside at all meetings of the
stockholders and of the Board and shall have such other powers and duties as
may from time to time be assigned to him or her by the Board.

     Section 4.4.  President/CEO.  The President/CEO shall be the chief
executive officer of the Corporation and shall have such other powers and
duties as may from time to time be assigned to him or her by the Board.

     Section 4.5.  Vice President.  The rank of Vice Presidents in descending
order shall be Executive Vice President, Senior Vice President and Vice
President.  The Vice Presidents shall perform such duties and have such powers
as the Board may from time to time prescribe.

     Section 4.6.  Secretary and Assistant Secretary.  The Secretary shall
attend all meetings of the Board (unless the Board shall determine otherwise)
and all meetings of the stockholders and record all the proceedings of the
meetings of the Board and of the stockholders in a book to be kept for that
purpose and shall perform like duties for the committees when required.  The
Secretary shall give, or cause to be given, notice of all meetings of
stockholders and special meetings of the Board.  The Secretary shall have
custody of the corporate seal of the Corporation

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and shall (as well as any Assistant Secretary) have authority to affix the same
to any instrument requiring it and to attest it.  The Secretary shall perform
such other duties and have such other powers as the Board may from time to time
prescribe.

     Section 4.7.  Chief Financial Officer.  Subject to the powers of the
Chairman and the President/CEO, the Chief Financial Officer shall be the
principal officer in charge of the financial affairs of the Corporation and
shall perform such other duties and have such other powers as the Board may
from time to time prescribe.

     Section 4.8.  Treasurer.  Subject to the powers of the Chief Financial
Officer, the Treasurer shall have 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 monies and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board.  Subject to the powers of the
Chief Financial Officer, the Treasurer may disburse the funds of the
Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements and shall render to the Board at its regular meetings, or when
the Board requires, an account of the transactions and of the financial
condition of the Corporation.  The Treasurer shall perform such other duties
and have such other powers as the Board may from time to time prescribe.

     If required by the Board and at the expense of the Corporation, the Chief
Financial Officer, the Treasurer, and the Assistant Treasurer, if any, shall
give the Corporation a bond (which shall be renewed at such times as specified
by the Board) in such sums and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of such
person's office and for the restoration to the Corporation, in case of such
person's death, resignation retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in such person's
possession or under such person's control belonging to the Corporation.

     Section 4.9.  Assistant Officers.  An assistant officer shall, in the
absence of the officer to whom such person is an assistant officer or in the
event of such officer's inability or refusal to act, perform the duties of such
officer and when so acting, shall have all the powers of and be subject to all
the restrictions upon such officer.  An assistant officer shall perform such
other duties and have such other powers as the Board or the officer appointing
any such assistant officer may from time to time prescribe.

                                   ARTICLE V

                                      SEAL

     It shall not be necessary to the validity of any instrument executed by
any authorized officer or officers of the Corporation that the execution of
such instrument be evidenced by the corporate seal, and all documents,
instruments, contracts and writings of all kinds signed on behalf of the
Corporation by any authorized officer or officers shall be as effectual and
binding on the Corporation without the corporate seal, as if the execution of
the same had been evidenced by affixing the corporate seal thereto.  The Board
may give general authority to any officer to affix the seal of the Corporation
and to attest the affixing by signature.


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<PAGE>   13

                                   ARTICLE VI

                           FORM OF STOCK CERTIFICATE

     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 or
Vice Chairman of the Board, if any, or by the President/CEO or a Vice
President, and by the Treasurer or Chief Financial Officer, or the Secretary or
an Assistant Secretary certifying the number of shares owned in the
Corporation.  Any or all of the signatures on the certificate may be a
facsimile signature.  If 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 such person were such officer, transfer agent or registrar at the date of
the issuance.

     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 special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences or rights shall be set forth in full or
summarized on the face or back of the certificate that the Corporation shall
issue to represent such class or series of stock.  Except as otherwise provided
in Section 202 of the Delaware General Corporation Law, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate 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 or rights.

                                  ARTICLE VII

                 REPRESENTATION OF SHARES OF OTHER CORPORATION

     Any and all shares of any other corporation or corporations standing in
the name of the Corporation shall be voted, and all rights incident thereto
shall be represented and exercised on behalf of the Corporation by the Board,
Chairman or President/CEO.  The foregoing authority may be exercised either by
the President/CEO in person or by any other person authorized so to do by proxy
or power of attorney duly executed by said office.

                                  ARTICLE VIII

                               TRANSFERS OF STOCK

     Upon surrender of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.





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<PAGE>   14


                                   ARTICLE IX

                     LOST, STOLEN OR DESTROYED CERTIFICATES

     The Board may direct a new certificate or certificates be issued in place
of any certificate theretofore issued alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of the fact by the person claiming
the certificate to be lost, stolen or destroyed.  When authorizing such issue
of a new certificate, the Board may, in its discretion and as a condition
precedent to the issuance, require the owner of such certificate or
certificates, or such person's legal representative, to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the lost, stolen or destroyed
certificate.

                                   ARTICLE X

                                  RECORD DATE

     The Board may fix in advance a date, which shall not be more than sixty
(60) days nor less than ten (10) days preceding the date of any meeting of
stockholders, nor more than sixty (60) days prior to any other action, as a
record date for the determination of stockholders entitled to notice of or to
vote at any such meeting and any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or entitled
to exercise the rights in respect of any change, conversion or exchange of
stock, and in such case such stockholders, and only such stockholders as shall
be stockholders of record on the date so fixed shall be entitled to notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record
date fixed as aforesaid.

                                   ARTICLE XI

                            REGISTERED STOCKHOLDERS

     The Corporation shall be entitled to treat the holder of record of any
share or shares of stock of the Corporation as the holder in fact thereof and
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person, whether or not it shall have
express or other notice thereof, except as expressly provided by applicable
law.

                                  ARTICLE XII

                                  FISCAL YEAR

     The fiscal year of the Corporation shall be fixed by resolution of the
Board.




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<PAGE>   15


                                  ARTICLE XIII

                                   AMENDMENTS

     Subject to any contrary or limiting provisions contained in the
Certificate of Incorporation, these Bylaws may be amended or repealed, or new
Bylaws may be adopted (a) by the affirmative vote of the holders of at least a
majority of the Common Stock of the Corporation, or (b) by the affirmative vote
of the majority of the whole Board at any regular or special meeting.  Any
Bylaws adopted or amended by the stockholders may be amended or repealed by the
Board or the stockholders.

                                  ARTICLE XIV

                                   DIVIDENDS

     Section 14.1.  Declaration.  Dividends on the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board at any regular or special meeting, pursuant
to law, and may be paid in cash, in property or in shares of capital stock.

     Section 14.2.  Set Aside Funds.  Before payment of any dividend, there may
be set aside out of any funds of the Corporation available for dividends such
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall determine to be in the best
interest of the Corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.

                                   ARTICLE XV

                         INDEMNIFICATION AND INSURANCE

     Section 15.1.  Right to Indemnification.  Each person who was or is 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
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action or inaction in an official capacity or in any other capacity
while serving as a director, officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent permitted by the
laws of the State of Delaware, as the same exist or may hereafter be amended,
against all costs, charges, expenses, liabilities and losses (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith, and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his or her heirs, executors and

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<PAGE>   16

administrators; provided, however, that the Corporation shall indemnify any
such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board.  The right to indemnification conferred in this
Article shall be a contract right and shall include the right to be paid by the
Corporation the expense incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the Delaware General
Corporation Law requires, the payment of such expenses incurred by a director
or officer in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be
made only upon delivery to the Corporation of any undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Section or otherwise.  The Corporation may, by action of
the Board, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors
and officers.

     Section 15.2.  Right of Claimant to Bring Suit.  If a claim under Section
15.1 is not paid in full by the Corporation within thirty (30) days after a
written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim.  It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has failed to meet a standard of
conduct which makes it permissible under Delaware law for the Corporation to
indemnify the claimant for the amount claimed.  Neither the failure of the
Corporation (including its Board, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is permissible in the circumstances
because he or she has met such standard of conduct, nor an actual determination
by the Corporation (including its Board, independent legal counsel, or its
stockholders) that the claimant has not met such standard of conduct, shall be
a defense to the action or create a presumption that the claimant has failed to
meet such standard of conduct.

     Section 15.3.  Non-Exclusivity of Rights.  The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of
its final disposition conferred in this Article shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

     Section 15.4.  Insurance.  The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under Delaware law.

     Section 15.5.  Expenses as a Witness.  To the extent that any director,
officer, employee or agent of the Corporation, is by reason of such position,
or a position with another entity at the request of the Corporation, a witness
in any action, suit or proceeding, he or she shall be

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<PAGE>   17

indemnified against all costs and expenses actually and reasonably incurred by
him or her or on his or her behalf in connection therewith.

     Section 15.6.  Indemnity Agreements.  The Corporation may enter into
agreements with any director, officer, employee or agent of the Corporation
providing for indemnification to the fullest extent permitted by Delaware law.

     Section 15.7.  Settlement of Claims.  The Corporation shall not be liable
to indemnify any director, officer, employee or agent under this Article (a)
for any amounts paid in settlement of any action or claim effected without the
Corporation's written consent, which consent shall not be unreasonably
withheld; or (b) for any judicial award if the Corporation was not given a
reasonable and timely opportunity at its expense, to participate in the defense
of such action.

     Section 15.8.  Effect of Amendment.  Any amendment, repeal, or
modification of this Article shall not adversely affect any right or protection
of any director, officer, employee or agent existing at the time of such
amendment, repeal or modification.

     Section 15.9.  Subrogation.  In the event of payment under this Article,
the Corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the director, officer, employee or agent, who shall
execute all papers required and shall do everything that may be necessary to
secure such rights, including the execution of such documents necessary to
enable the Corporation effectively to bring suit to enforce such rights.

     Section 15.10.  No Duplication of Payments.  The Corporation shall not be
liable under this Article to make any payment in connection with any claim made
against the director, officer, employee or agent to the extent the director,
officer, employee or agent has otherwise actually received payment (under any
insurance policy, agreement, vote, or otherwise) of the amounts otherwise
indemnifiable hereunder.

                                       17