Exhibit 3.2

                                                             As amended 09/15/98
                                  CERBCO, INC.

                                     BY-LAWS

                                    ARTICLE I
OFFICES

         Section 1. The  registered  office shall be in the City of  Wilmington,
County of New Castle, State of Delaware.

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

                                   ARTICLE II

MEETINGS OF STOCKHOLDERS

         Section 1. The annual meeting of the  stockholders  for the election of
directors  and all special  meetings of the  stockholders  for that or any other
purposes  may be held at such time and  place,  within or  without  the State of
Delaware, as shall be stated in the notice of the meeting.

         Section 2. The  annual  meeting  of  stockholders  shall be held at the
principal office of the Corporation on the second Wednesday of the seventh month
following the end of the Corporation's  fiscal year, if not a legal holiday, and
if a legal holiday, then on the next secular day following,  at ten o'clock a.m.
or at such other date,  time and place as shall be designated  from time to time
by the Board of Directors  and stated in the notice of the meeting at which they
shall  elect a Board of  Directors  and  transact  such  other  business  as may
properly be brought before the meeting.

         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each  stockholder  entitled to vote at
such  meeting  not less than ten nor more than sixty days before the date of the
meeting.

         Section  4. The  officer  who has  charge  of the  stock  ledger of the
Corporation  shall  prepare and make,  at least ten days before every meeting of
the  stockholders,  a complete list of the stockholders  entitled to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days  prior to the  meeting,  either at a place  within  the city  where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting, or, if not so specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.

         Section 5.  Special  meetings of the  stockholders,  for any purpose or
purposes,  unless  otherwise  prescribed  by  statute or by the  Certificate  of
Incorporation,  may be  called  by  the  Board  of  Directors  or the  Corporate
Executive Committee, and shall be called by the Chairman of the Board, President
or Secretary at the request in writing of a majority of the Board of  Directors,
or at the request in writing of stockholders  owning at least one-third (1/3) in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled  to vote.  Such  request  shall  state the  purpose or  purposes of the
proposed meeting.

         Section 6. Written notice of a special meeting, stating the place, date
and hour of the meeting  and the  purpose or  purposes  for which the meeting is
called,  shall be given not less than ten nor more than  sixty  days  before the
date of the meeting, to each stockholder  entitled to vote at such meeting.  All
special  meetings  of  stockholders  shall  be held at the  principal  executive
offices of the Corporation.

         Section 7. Business  transacted at any special  meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of one-third of the stock issued and outstanding
and entitled to vote thereat,  present in person or represented by proxy,  shall
constitute a quorum at all meetings of the  stockholders  for the transaction of
business  except as  otherwise  provided  by  statute or by the  Certificate  of
Incorporation.  If, however,  such quorum shall not be present or represented at
any meeting of the  stockholders,  the  stockholders  entitled to vote  thereat,
present in person or  represented  by proxy,  shall  have  power to adjourn  the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting,  until a quorum  shall be 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
notified.  If the  adjournment  is for more than  thirty  days,  or if after the
adjournment  a new record date is fixed for the adjourned  meeting,  a notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote at the meeting.

         Section  9. When a quorum is present  at any  meeting,  the vote of the
holders of a majority  of the 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 the statutes or of
the  Certificate  of  Incorporation,  a different vote is required in which case
such express provision shall govern and control the decision of such question.

         Section 10. Each stockholder  shall at every meeting of stockholders be
entitled  to vote in person or by proxy each share of the capital  stock  having
voting  power held by such  stockholder,  with such number of votes per share as
conferred to such class of share by the  certificate  of  incorporation,  but no
proxy  shall be voted on or after  three  years from its date,  unless the proxy
provides for a longer period.

         Section 11.  Whenever the vote of  stockholders at a meeting thereof is
required  or  permitted  to be taken  for or in  connection  with any  corporate
action,  the  meeting and vote of  stockholders  may be  dispensed  with and the
action may be taken with the  written  consent of holders of  outstanding  stock
having not less than the  minimum  number of votes that  would be  necessary  to
authorize or take such action at a meeting at which all shares  entitled to vote
thereon  were present and voted,  under the  conditions  prescribed  by statute.
Prompt  notice of the taking of corporate  action  without a meeting and by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing as provided by statute.

                                   ARTICLE III

DIRECTORS

         Section 1. The number of  directors  which shall  constitute  the whole
Board  shall be not less than four nor more  than  eight,  of whom not more than
seventy-five percent shall be designated as Class B Stock directors and not less
than twenty-five  percent shall be designated as Common Stock  directors.  Until
otherwise changed, the Board shall consist of six directors,  of whom four shall
be designated  as Class B Stock  directors and two shall be designated as Common
Stock directors.  Thereafter,  within the limits above specified,  the number of
directors  shall be determined by resolution of the Board of directors or by the
stockholders.  The  directors  shall be  elected  at the  annual  meeting of the
stockholders, and may be elected at special meetings of stockholders,  except as
provided in Section 2 of this Article.  Each director  elected shall hold office
until his or her  successor is elected and qualified or until his or her earlier
resignation  or  removal.  Directors  need  not be  stockholders.  The  Board of
Directors at its first meeting after each Annual Meeting of  Stockholders  shall
select one of the directors to act as Chairman,  which director shall preside at
all  meetings of the  stockholders  and the Board of  Directors  unless  another
person shall be chosen by the Board of  Directors.  The  stockholders,  however,
shall  have the  ultimate  right to have such  other  person as they may  choose
preside at meetings of stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the  authorized  number of directors  may be filled by a majority of
directors  then in office,  although less than a quorum,  or by a sole remaining
director.

         Section  3. The  business  of the  Corporation  shall be managed by its
Board of Directors  which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the  Certificate  of
Incorporation  or by these By-laws  directed or required to be exercised or done
by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 5. The first  meeting of each newly  elected Board of Directors
shall  be held at such  time  and  place  as  shall  be fixed by the vote of the
stockholders  at the  annual  meeting  and no notice of such  meetings  shall be
necessary to the newly  elected  directors in order  legally to  constitute  the
meeting, provided that a quorum shall be present. In the event of the failure of
the  stockholders  to fix the time or place of such  first  meeting of the newly
elected Board of Directors, or in the event such meeting is not held at the time
and place so fixed by the stockholders, the meeting may be held at such time and
place as shall  be  specified  in a notice  given as  hereinafter  provided  for
special  meetings  of the  Board of  Directors,  or as shall be  specified  in a
written waiver signed by all of the directors.

         Section  6.  Regular  meetings  of the Board of  Directors  may be held
without  notice  at such  time and at such  place as shall  form time to time be
determined by the Board.

         Section 7. Special meetings of the Board may be called by the Corporate
Executive Committee on two days' notice to each director,  either personally, by
mail, by telegram,  by facsimile or by courier;  special meeting shall be called
by the Chairman of the Board,  President or Secretary in like manner and on like
notice on the written request of a majority of the directors. The notice of such
special  meetings  shall need not state the  purpose or  purposes  for which the
meeting is called.

         Section 8. At all  meetings  of the Board a majority  of the  directors
shall  constitute  a quorum for the  transaction  of  business  and the act of a
majority  of the  directors  present at any  meeting at which  there is a quorum
shall  be  the  act  of the  Board  of  Directors,  except  as may be  otherwise
specifically  provided by statute or by the Certificate of  Incorporation.  If a
quorum  shall  not be  present  at any  meeting  of the Board of  Directors  the
directors  present  thereat may adjourn the meeting  from time to time,  without
notice other than announcement at the meeting, until a quorum shall be present.

         Section  9.  Unless   otherwise   restricted  by  the   Certificate  of
Incorporation or these By-laws,  any action required or permitted to be taken at
any meeting of the Board of Directors or of any  committee  thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent  thereto in  writing,  and the  writing or  writings  are filed with the
minutes of proceedings of the Board or committee.

COMMITTEES OF DIRECTORS

         Section  10. The Board of  Directors  may,  by  resolution  passed by a
majority of the whole Board, designate one or more committees, each committee to
consist  of one or more of the  directors  of the  Corporation.  The  Board  may
designate one or more directors as alternate  members of any committee,  who may
replace any absent or disqualified  member at any meeting of the committee.  Any
such  committee,  to the extent  provided in the  resolution  and not  otherwise
provided  by law,  shall  have  and may  exercise  the  powers  of the  Board of
Directors in the management of the business and affairs of the Corporation,  and
may authorize the seal of the  Corporation to be affixed to all papers which may
require it; provided, however, that in the event any member of such committee or
committees  shall be absent,  disqualified  or  otherwise  unable to serve,  the
member or members  thereof  present at any  meeting  and not  disqualified  from
voting or  otherwise  unable to serve,  whether or not he or they  constitute  a
quorum, may (i) unanimously  appoint another member of the Board of Directors to
act at the meeting in the place of any such  member who is absent,  disqualified
or  otherwise  unable  to  serve,  or  (ii) in the  event  that  the  resolution
establishing  such committee  provides that the committee  shall be comprised of
two members and one member shall be absent,  disqualified or otherwise unable to
serve,  the other  member may, if  authorized  by a  resolution  of the Board of
Directors  making  specific  reference to this clause,  act for the committee at
such meeting and  subsequent  meetings  with the same force and effect as if the
member who was absent,  disqualified  or otherwise  unable to serve had not been
absent,  disqualified  or unable to serve and had voted at such  meeting  in the
same manner as the other member.  Such  committee or committees  shall have such
name or names as may be determined  from time to time by  resolution  adopted by
the Board of Directors.

         Section 11. Each committee  shall keep regular  minutes of its meetings
and report the same to the Board of Directors when required.

COMPENSATION OF DIRECTORS

         Section  12. The  directors  may be paid  their  expenses,  if any,  of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors  and/or a stated salary
as a director.  No such payment  shall  preclude  any director  from serving the
Corporation in any other capacity and receiving compensation  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

NOTICES

         Section 1.  Whenever,  under the  provisions  of the statutes or of the
Certificate of Incorporation or of these By-laws, notice is required to be given
to any director or  stockholder,  it shall not be construed to require  personal
notice,  but such notice may be given in  writing,  by mail,  addressed  to such
director  or  stockholder,  at his  address as it appears on the  records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be  deposited  in the United  States mail.
Notice to directors may also be given by telegram, by facsimile or by courier.

         Section  2.  Whenever  any  notice is  required  to be given  under the
provisions  of the  statutes or of the  Certificate  of  Incorporation  or these
By-laws,  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.

                                    ARTICLE V

OFFICERS

         Section 1. The officers of the Corporation shall be chosen by the Board
of  Directors.  The  Corporation  shall  have a  Chairman,  a Vice  Chairman,  a
President, one or more Executive Vice-Presidents, one or more Vice-Presidents, a
Secretary  and a Treasurer.  The Board of Directors  may also choose one or more
Assistant  Vice-Presidents,  Assistant Secretaries and Assistant Treasurers. Any
number of offices  may be held by the same  person,  unless the  Certificate  of
Incorporation or these By-laws otherwise provide.

         Section  2. The Board of  Directors  at its first  meeting  after  each
annual meeting of stockholders  shall choose a President,  one or more Executive
Vice-Presidents, one or more Vice-Presidents, a Secretary and a Treasurer.

         Section 3. The Board of Directors  may appoint such other  officers and
agents as it shall deem  necessary  who 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.

         Section  4. The  salaries  of the  members of the  Corporate  Executive
Committee  and  agents  of the  Corporation  shall  be  fixed  by the  Board  of
Directors.

         Section 5. Each officer of the Corporation  shall hold office until his
or her successor is chosen and qualifies or until his or her earlier resignation
or removal.  Any officer  elected or appointed by the Board of Directors  may be
removed  at any  time by the  affirmative  vote of a  majority  of the  Board of
Directors. Any vacancy occurring in any office of the Corporation shall be filed
by the Board of Directors.

         Section 6. Any  officer of the  Corporation  shall  have  authority  to
execute  documents in the ordinary course of business such as bonds,  mortgages,
and other contracts requiring a seal, under the seal of the Corporation,  except
where  required or  permitted  by law to be  otherwise  signed and  executed and
except where the signing and execution  thereof shall be expressly  delegated or
limited by the Board of  Directors  or  Corporate  Executive  Committee  to some
particular  officer or agent of the  Corporation.  No officer of the Corporation
shall have any power or authority outside the normal day-to-day  business of the
Corporation  to bind the  Corporation by contract or engagement or to pledge its
credit  or to render it liable  in  connection  with any  transaction  unless so
authorized by the Board of Directors.

CORPORATE EXECUTIVE COMMITTEE

         Section  7.  There  shall be a  Corporate  Executive  Committee,  which
committee shall consist of the Chairman, the Vice Chairman,  the President,  the
Executive Vice-Presidents and such other officers of the Corporation as may from
time to time be determined  by the Board.  The  Corporate  Executive  Committee,
under the  direction  of the Board of  Directors,  shall have general and active
management of the business of the  Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The Committee, as
a body,  shall  perform  the  functions  of the chief  executive  officer of the
Corporation and shall supervise the officers in the day-to-day management of the
Company's business. All decisions of the Committee shall require the concurrence
of a majority of the members.

CHAIRMAN

         Section 8. The Chairman  shall preside at all meetings of  stockholders
and of the Board of Directors.  The Chairman shall perform such other duties and
have such other  powers as the Board of  Directors  or the  Corporate  Executive
Committee may from time to time prescribe.

VICE CHAIRMAN

         Section  9. In the  absence  of the  Chairman  or in the  event  of his
inability or refusal to act, the Vice  Chairman  shall perform the duties of the
Chairman and, when so acting, shall have all the powers of and be subject to all
the restrictions  upon the Chairman.  The Vice Chairman shall perform such other
duties and have such other  powers as the Board of  Directors  or the  Corporate
Executive Committee may from time to time prescribe.

THE PRESIDENT

         Section  10.  The  President  shall  preside  at  all  meetings  of the
Corporate Executive  Committee,  unless such other member of the Committee shall
be  chosen  by the  Board of  Directors,  and  shall  see that  all  orders  and
resolutions of the Corporate  Executive  Committee are carried into effect.  The
President shall also perform such other duties and have such other powers as the
Board of Directors, or the Corporate Executive Committee,  may from time to time
prescribe.

THE EXECUTIVE VICE-PRESIDENTS AND VICE-PRESIDENTS

         Section 11. (a) In the absence of the  President or in the event of his
inability  to act or refusal to act,  the  Executive  Vice-President  (or in the
event  there  be  more  than  one   Executive   Vice-President,   the  Executive
Vice-Presidents  in the order designated,  or in the absence of any designation,
then in the order of their  election) shall perform the duties of the President,
and when so  acting,  shall  have all the  powers of and be  subject  to all the
restrictions  upon the President.  The Executive  Vice-Presidents  shall perform
such other duties and have such other powers as the Board of  Directors,  or the
Corporate Executive Committee, may from time to time prescribe.

                     (b) In the absence of any  Executive  Vice-President  or in
the event of the  inability or refusal of any Executive  Vice  President to act,
the Vice-President (or in the event there be more than one  Vice-President,  the
Vice-Presidents  in the order designated,  or in the absence of any designation,
then in the order of their  election) shall perform the duties of the President,
and when so  acting,  shall  have all the  powers of and be  subject  to all the
restrictions upon the President.  The  Vice-Presidents  shall perform such other
duties and have such other powers as the Board of  Directors,  or the  Corporate
Executive Committee, may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

         Section 12. The  Secretary  shall  attend all  meetings of the Board of
Directors and all meetings of the stockholders and record all proceedings of the
meetings of the  Corporation  and of the Board of Directors in a book to be kept
for that purpose and shall perform like duties for the standing  committees when
required.  He shall give,  or cause to be given,  notice of all  meetings of the
stockholders and special  meetings of the Board of Directors,  and shall perform
such other  duties as may be  prescribed  by the Board of Directors or Corporate
Executive Committee,  under whose supervision he shall be. He shall have custody
of the  corporate  seal of the  Corporation  and he, or an Assistant  Secretary,
shall have authority to affix the same to any  instrument  requiring it and when
so affixed,  it may be attested by his  signature  or by the  signature  of such
Assistant  Secretary.  The Board of Directors may give general  authority to any
other officer to affix the seal of the  Corporation  and to attest the fixing by
his signature.

         Section 13. The Assistant Secretary,  or if there be more than one, the
Assistant  Secretaries in the order  determined by the Board of Directors (or if
there be no such determination,  then in the order of their election), shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the  Secretary  and shall  perform
such  other  duties  and have such  other  powers as the Board of  Directors  or
Corporate Executive Committee may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

         Section 14. The Treasurer shall have the custody of the corporate funds
and  securities  and shall  keep full and  accurate  accounts  of  receipts  and
disbursements in books belonging to the Corporation and shall deposit all 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 of Directors.

         Section 15. He shall  disburse the funds of the  Corporation  as may be
ordered  by  the  Board  of   Directors,   taking   proper   vouchers  for  such
disbursements,  and shall render to the  Corporate  Executive  Committee and the
Board of Directors,  at its regular meetings,  or when the Board of Directors so
requires,  an account of all his  transactions as Treasurer and of the financial
condition of the Corporation.

         Section 16. If required  by the Board of  Directors,  he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be  satisfactory  to the Board of Directors for
the faithful  performance of the duties of his office and for the restoration to
the Corporation,  in case of his death, resignation,  retirement or removal from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

         Section 17. The Assistant Treasurer or if there shall be more than one,
the Assistant  Treasurers in the order  determined by the Board of Directors (or
if there be no such determination,  then in the order of their election), shall,
in the absence of the  Treasurer or in the event of his  inability or refusal to
act,  perform  the duties and  exercise  the powers of the  Treasurer  and shall
perform  such other  duties and have such other powers as the Board of Directors
or Corporate Executive Committee may from time to time prescribe.

                                   ARTICLE VI

CERTIFICATES OF STOCK

         Section 1. 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 of  Directors  or the  President  or a
Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant  Secretary of the  Corporation,  certifying the number of shares
owned by him in the Corporation.

         Section 2. Where a certificate is countersigned (1) by a transfer agent
other than the Corporation or its employee, or (2) by a registrar other than the
Corporation or its employee,  any other  signature on the  certificate  may be a
facsimile.  In case any officer,  transfer  agent or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such  officer,  transfer  agent or registrar  before such  certificate  is
issued,  it may be issued by the Corporation  with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

         Section  3. The Board of  Directors  may  direct a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  Corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or  certificates,  the Board of Directors may, in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost,  stolen or destroyed  certificate  or  certificates,  or his
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 certificate alleged to have been lost, stolen or destroyed.

TRANSFERS OF STOCK

         Section 4. Upon  surrender to the  Corporation or the transfer agent of
the  Corporation  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.

FIXING RECORD DATE

         Section 5. 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, the Board of Directors may fix, in advance, a record date,
which  shall not be more than  sixty nor less than ten days  before  the date of
such meeting. If no record date is fixed by the Board of Directors,  such record
date shall be determined as provided by statute. A determination of stockholders
of record  entitled to notice of or to vote at a meeting of  stockholders  shall
apply to any adjournment of the meeting;  provided,  however,  that the Board of
Directors may fix a new record date for the adjourned meeting.

         Section 6. In order that the Corporate  may determine the  stockholders
entitled to consent to corporate action in writing without a meeting,  the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the  resolution  fixing  the  record  date is adopted by the Board of
Directors,  and which  date  shall not be more than ten days after the date upon
which  the  resolution  fixing  the  record  date is  adopted  by the  Board  of
Directors.  If no such  record  date is fixed by the  Board of  Directors,  such
record date shall be determined as provided by statute.

         Section 7. In order that the Corporation may determine the stockholders
entitled to receive  payment of any dividend or other  distribution or allotment
of any rights, or the stockholders 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 a record  date which shall not
precede the date upon which the resolution fixing the record date is adopted and
which  shall be not more than 60 days prior to such  action.  If no such  record
date is fixed by the Board of Directors, such record date shall be determined as
provided by statute.

REGISTERED STOCKHOLDERS

         Section 8. The Corporation shall be entitled to recognize the exclusive
right of a person  registered  on its books as the  owner of  shares to  receive
dividends,  and to  vote  as  such  owner,  and to hold  liable  for  calls  and
assessments a person  registered on its books as the owner of shares,  and shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person,  whether  or not it shall have
express or other notice  thereof,  except as  otherwise  provided by the laws of
Delaware.

                                   ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

         Section 1. Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of  Incorporation,  if any, may be declared
by the Board of  Directors at any regular or special  meeting,  pursuant to law.
Dividends may be paid in cash, in property,  or in shares of the capital  stock,
subject to the provisions of the Certificate of Incorporation.

         Section 2. Before  payment of any dividend,  there may be set aside out
of any funds of the Corporation  available for dividends such sum or 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  think  conducive  to  the  interest  of  the
Corporation,  and the  Directors  may modify or abolish any such  reserve in the
manner in which it was created.

ANNUAL STATEMENT

         Section 3. The Board of Directors shall present at each annual meeting,
and at any  special  meting of the  stockholders  when called for by vote of the
stockholders,  a full and clear  statement of the business and  condition of the
Corporation.

CHECKS

         Section 4. All checks or demands for money and notes of the Corporation
shall be signed by such  officer or officers or such other  person or persons as
the Board of Directors may from time to time designate.

FISCAL YEAR

         Section  5.  The  fiscal  year of the  Corporation  shall  be  fixed by
resolution of the Board of Directors.

SEAL

         Section 6. The Corporate Seal shall have inscribed  thereon the name of
the  Corporation,  the year of its  organization  and the words "Corporate Seal,
Delaware."  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

AMENDMENTS

         Section 1. These  By-laws  may be  altered,  amended or repealed or new
By-laws may be adopted by the  stockholders  or by the Board of Directors,  when
such  power is  conferred  upon the Board of  Directors  by the  Certificate  of
Incorporation,  at any regular  meeting of the  stockholders  or of the Board of
Directors  or at any  special  meeting  of the  stockholders  or of the Board of
Directors.

                                   ARTICLE IX

INDEMNIFICATION

         Section 1. (a) The Corporation shall indemnify any person who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceedings,  whether civil, criminal,  administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director,  officer,  employee or agent of
the Corporation,  or is or was serving at the request of the Corporation,  or is
or was  serving  at the  request  of the  Corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  shall  not of  itself,  create  a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with  respect to any  criminal  action or  proceedings,  had
reasonable cause to believe that his conduct was unlawful.

                     (b) The  Corporation  shall indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action or suit by or in the  right of the  Corporation  to  procure a
judgment  in its  favor  by  reason  of the fact  that he is or was a  director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust or other  enterprise  against
expenses (including  attorneys' fees) actually and reasonable incurred by him in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the  Corporation and except that no  indemnification  shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action
or  suit  was  brought  shall  determine  upon  application  that,  despite  the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
said Court of Chancery or such other court shall deem proper.

                     (c) To the  extent  that a present  or former  director  or
officer of the  Corporation  has been  successful  on the merits or otherwise in
defense of any action,  suit or  proceedings  referred to in paragraphs  (a) and
(b),  or in  defense  of any  claim,  issue  or  matter  therein,  he  shall  be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

                     (d)  Any  indemnification  under  paragraphs  (a)  and  (b)
(unless ordered by a court) shall be made by the Corporation  only as authorized
in the specific case upon a determination that indemnification of the present or
former  director,  officer,  employee  or agent is proper  in the  circumstances
because he has met the  applicable  standard of conduct set forth in  paragraphs
(a) and (b). Such determination shall be made, with respect to a person who is a
director or officer at the time of such determination, (1) by a majority vote of
the  directors  who are not parties to such  action,  suit or  proceeding,  even
though less than a quorum, or (2) by a committee of such directors designated by
majority vote of such  directors,  even though less than a quorum,  (3) if there
are no such  directors,  of if such directors so direct,  by  independent  legal
counsel in a written opinion, or (4) by the stockholders.

                     (e) Expenses  (including  attorneys'  fees)  incurred by an
officer or director in defending a civil or criminal action,  suit or proceeding
shall be paid by the  Corporation  in advance of the final  disposition  of such
action, suit or proceeding as authorized by the Board of Directors in the manner
provided in paragraph (d) upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall  ultimately  be  determined
that he is not entitled to be  indemnified  by the  Corporation as authorized in
this  Article.  Such expenses  (including  attorneys'  fees)  incurred by former
directors and officers or by other employees and agents may be so paid upon such
terms and conditions, if any, as the Corporation deems appropriate.

         Section 2. The  indemnification and advancement of expenses provided by
this  Article  shall not be deemed  exclusive of any other rights to which those
seeking such indemnification or advancement may be entitled to under any By-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding  such  office,  and shall  continue  as to a person  who  ceased to be a
director,  officer,  employee  or agent and shall  inure to the  benefit  of the
heirs, executors and administrators of such a person.

         Section 3. The  Corporation  shall have power to purchase  and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
him and  incurred by him in any such  capacity,  or arising out of his status as
such,  whether  or not the  Corporation  would have the power to  indemnify  him
against such liability under the provisions of this Article.

         Section  4.  For  the  purposes  of  this  Article,  references  to the
"Corporation" and to "other enterprises" shall include the matters designated by
statute.

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