**EXHIBIT
      3.2**


BY-LAWS




ARTICLE
      I.  OFFICES


1.           The
      principal office of the corporation shall be located as set out in the Articles
      of Incorporation or at such other place as the board of directors may
      designate.


2.           The
      corporation may have such other offices, either within or without West Virginia,
      as the board of directors may designate or as the business of the corporation
      may require from time to time.


ARTICLE
      II.  SHAREHOLDERS


1.           Annual
      Meeting.  After the first annual meeting of shareholders for the
      fiscal year ended October 31, 1992, which meeting shall be held on January
      4,
      1993, the annual meeting of the shareholders shall be held on the third Monday
      of March of each year, at the hour of 12 o'clock, Noon, or at such other time
      on
      that day or at such other time on such other day within such month as shall
      be
      fixed by the board of directors.  If the day fixed for the annual
      meeting shall be a legal holiday, such meeting shall be held on the next
      succeeding business day.  If the election of directors shall not be
      held on the day designated for any annual meeting of the shareholders, or at
      any
      adjournment thereof, the board of directors shall cause the election to be
      held
      at a special meeting of the shareholders as soon thereafter as conveniently
      may
      be.


2.           Special
      Meetings.  Special meetings of the shareholders, for any purposes,
      unless otherwise prescribed by statute, may be called by the president or by
      a
      majority of the board of directors, and shall be called by the president at
      the
      request of the holders of not less than 1/10 of all outstanding shares of the
      corporation entitled to vote at the meeting.  The president shall
      inform such shareholders of the reasonably estimated cost of preparing and
      mailing such notice of the meeting and any attendant proxy materials, and upon
      payment to the corporation of such costs, the president shall give notice of
      the
      meeting to all shareholders entitled to vote at such meeting.  No
      matter how called, every request for a special meeting shall state the purpose
      or purposes of such meeting and the matters proposed to be acted upon at the
      meeting.  No special meeting need be called at the request of
      shareholders to consider any matter which is substantially the same as a matter
      voted upon at any annual or special meeting held during the preceding twelve
      (12) months.


3.           Place
      of Meeting.  The board of directors may designate any place,
      either within or without West Virginia, as the place of meeting for any annual
      meeting or for any special meeting.


4.           Notice
      of Meeting.  Written or printed notice stating the place, day, and
      hour of the meeting and, in case of a special meeting, the purpose or purposes
      for which the meeting is called, shall be delivered not less than ten nor more
      than fifty days before the date of the meeting, either personally or by mail,
      by
      or at the direction of the president, or the officer or persons calling the
      meeting, to each shareholder of record entitled to vote at such
      meeting.  If mailed, such notice shall be deemed to be delivered when
      deposited in the United States mail, addressed to the shareholder at his address
      as it appears on the stock transfer books of the corporation, with postage
      thereon prepaid.  Business transacted at any special meeting of
      shareholders shall be limited to the purposes stated in the notice.


5.           Closing
      of Transfer Books or Fixing of Record Date.  For the purpose of
      determining shareholders entitled to notice of or to vote at any meeting of
      shareholders or any adjournment thereof, or shareholders entitled to receive
      payment of any dividend, or in order to make a determination of shareholders
      for
      any other proper purpose, the board of directors of the corporation may provide
      that the stock transfer books shall be closed for a stated period but not to
      exceed, in any case, fifty (50) days.  If the stock transfer books
      shall be closed for the purpose of determining shareholders entitled to notice
      of or to vote at a meeting of shareholders, such books shall be closed for
      at
      least ten days immediately preceding such meeting.  In lieu of closing
      the stock transfer books, the board of directors may fix in advance a date
      as
      the record date for any such determination of shareholders, such date in any
      case to be not more than fifty (50) days and, in case of a meeting of
      shareholders, not less than ten days prior to the date on which the particular
      action, requiring such determination of shareholders, is to be
      taken.  If the stock transfer books are not closed and no record date
      is fixed for the determination of shareholders entitled to notice of or to
      vote
      at a meeting of shareholders, or shareholders entitled to receive payment of
      a
      dividend, the date on which notice of the meeting is mailed or the date on
      which
      the resolution of the board of directors declaring such dividend is adopted,
      as
      the case may be, shall be the record date for such determination of
      shareholders.  When a determination of shareholders entitled to vote
      at any meeting of shareholders has been made as provided in this section, such
      determination shall apply to any adjournment thereof.


6.           Voting
      Record.  The officer or agent having charge of the stock transfer
      books for shares of the corporation shall make a complete record of the
      shareholders entitled to vote at such meeting, or any adjournment thereof,
      arranged in alphabetical order, with the address of and the number of shares
      held by each, which list shall be kept on file at the office of the corporation
      or at the office of the corporation's transfer agent or
      registrar.  Such list shall also be produced and kept open at the time
      and place of the meeting and shall be subject to the inspection of any
      shareholder during the whole time of the meeting.  The original stock
      transfer book shall be  prima facie evidence as to who are the
      shareholders entitled to examine such list or transfer books or to vote at
      any
      meeting of shareholders.


7.           Quorum.  A
      majority of the outstanding shares of the corporation entitled to vote,
      represented in person or by proxy, shall constitute a quorum at a meeting of
      shareholders.  If less than a majority of the outstanding shares are
      represented at a meeting, a majority of the shares so represented may adjourn
      the meeting from time to time without further notice.  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
      originally noticed.  The shareholders present at a duly organized
      meeting may continue to transact business until adjournment, notwithstanding
      the
      withdrawal of enough shareholders to leave less than a quorum.


8.           Proxies.  At
      all meetings of shareholders, a shareholder may vote by proxy executed in
      writing by the shareholder or by his duly authorized attorney in
      fact.  Such proxy shall be filed with the secretary of the corporation
      before or at the time of the meeting.  No proxy shall be valid after
      eleven months from the date of its execution, unless otherwise provided in
      the
      proxy.


9.           Voting
      of Shares.  Except with respect to election of directors, each
      outstanding share entitled to vote shall be entitled to one vote upon each
      matter submitted to a vote at a meeting of shareholders.  At each
      election for directors every shareholder entitled to vote at such election
      shall
      have the right to vote, in person or by proxy, the number of shares owned by
      him
      for as many persons as there are directors to be elected and for whose election
      he has a right to vote, or to cumulate his votes by giving one candidate as
      many
      votes as the number of such directors multiplied by the number of his shares
      shall equal, or by distributing such votes on the same principle among any
      number of candidates.




ARTICLE
      III.  BOARD OF DIRECTORS


1.           General
      Powers.  The business and affairs of the corporation shall be
      managed by its board of directors.


2.           Number
      and Tenure.  The number of directors of the corporation shall be
      such number as may be designated by the board of directors from time to time;
      provided that such number shall be not less than two (2) nor more than ten
      (10).  Directors shall be elected at the annual meeting of the
      shareholders, and shall hold office until the next succeeding annual meeting
      and
      until their successors are elected and qualified.


3.           Regular
      Meetings.  A regular meeting of the board of directors shall be
      held without other notice than by this by-law after, and at the same place
      as,
      the annual meeting of shareholders.  The board of directors may
      provide by resolution, the time and place, either within or without West
      Virginia, for the holding of additional regular meetings without other notice
      than such resolution.


4.           Special
      Meetings.  Special meetings of the board of directors may be
      called by or at the request of the president or any two
      directors.  The person or persons authorized to call special meetings
      of the board of directors may fix any place, either within or without West
      Virginia, as the place for holding any special meeting of the board of directors
      called by them.


5.           Notice.  Notice
      of any special meeting may be given by telephone, telegram, or written notice,
      provided sufficient time is given each director to attend such meeting;
      provided, however, any special meeting may be held in any event if notice shall
      be given at least two days previously thereto by written notice delivered
      personally or mailed to each director at his business address, or by
      telegram.  If mailed, such notice shall be deemed to be delivered when
      deposited in the United States mail, so addressed, with postage thereon
      prepaid.  If notice be given by telegram, such notice shall be deemed
      to be delivered when the telegram is delivered to the telegraph
      company.


6.           Quorum.  A
      majority of the number of directors fixed by Section 2 of this Article III.
      shall constitute a quorum for the transaction of business at any meeting of
      the
      board of directors, but if less than such majority is present at a meeting,
      a
      majority of the directors present may adjourn the meeting from time to time
      without further notice.


7.           Manner
      of Acting.  The act of the majority of the directors present at a
      meeting at which a quorum is present shall be the act of the board of
      directors.


8.           Vacancies.  Any
      vacancy occurring in the board of directors may be filled by the affirmative
      vote of a majority of the remaining directors though less than a quorum of
      the
      board of directors.  A director elected to fill a vacancy shall be
      elected for the unexpired term of his predecessor in office.  Any
      directorship to be filled by reason of an increase in the number of directors
      shall be filled by election at a regular meeting or a special meeting of the
      board of directors.


9.           Meeting
      by Conference Call.  At the option of the officer presiding over
      any meeting of the board of directors, one or more directors may participate
      in
      a meeting of the board, or of a committee of the board, by means of a telephone
      conference call or other type of communication equipment, provided that all
      persons participating in the meeting can hear and communicate with each
      other.  All directors so participating shall be deemed present at such
      meeting for purposes of determining a quorum and otherwise conducting such
      business as may be transacted during such meeting.


10.           Nomination
      and Election of Directors.  Nominations for the election of
      directors may be made by the board of directors or a committee or person
      appointed by the board of directors or by any stockholder entitled to vote
      in
      the election of directors generally.  However, any stockholder
      entitled to vote in the election of directors generally may nominate one or
      more
      persons for election as directors at an annual meeting only if written notice
      of
      such stockholder's intent to make such nomination or nominations has been
      received by the secretary of the corporation not less than fourteen (14) nor
      more than fifty (50) days prior to the first anniversary of the preceding year's
      annual meeting; provided, however, that in the event that the date of the annual
      meeting is advanced by more than thirty days or delayed by more than sixty
      days
      from such anniversary, notice by the stockholder to be timely must be so
      received not earlier than the fiftieth day prior to such annual meeting and
      not
      later than the close of business on the later of (1) the fourteenth day prior
      to
      such annual meeting or (2) the tenth day following the day on which notice
      of
      the date of the annual meeting was mailed or public disclosure thereof was
      made
      by the corporation, whichever first occurs.  For purposes of
      calculating the first such notice period, the first anniversary of the 1992
      annual meeting shall be deemed to be January 4, 1993.  Each such
      notice shall set forth: (a) the name and address of the stockholder who intends
      to make the nomination and of the person or persons to be nominated; (b) a
      representation that the stockholder is a holder of record of stock of the
      corporation entitled to vote at such meeting and intends to appear in person
      or
      by proxy at the meeting to nominate the person or persons specified in the
      notice; (c) a description of all arrangements or understandings between the
      stockholder and each nominee and any other person or persons (naming such person
      or persons) relating to the nomination or nominations; (d) the class and number
      of shares of the corporation which are beneficially owned by such stockholder
      and the person to be nominated as of the date of such stockholder's notice
      and
      by any other stockholders known by such stockholder to be supporting such
      nominees as of the date of such stockholder's notice; (e) such other information
      regarding each nominee proposed by such stockholder as would be required to
      be
      included in a proxy statement filed pursuant to the proxy rules of the
      Securities and Exchange Commission; and (f) the consent of each nominee to
      serve
      as a director of the corporation if so elected.


In
      addition, in the event the
      corporation calls a special meeting of stockholders for the purpose of electing
      one or more directors, any stockholder entitled to vote in the election of
      directors generally may nominate one or more persons for election as directors
      at a special meeting only if written notice of such stockholder's intent to
      make
      such nomination or nominations, setting forth the information and complying
      with
      the format described in the immediately preceding paragraph, has been received
      by the Secretary of the corporation not earlier than the fiftieth day prior
      to
      such special meeting and not later than the close of business on the later
      of
      (i) fourteenth day prior to such special meeting or (ii) the tenth day following
      the day on which notice of the date of the special meeting was mailed or public
      disclosure thereof was made by the corporation, whichever comes
      first.


No
      person shall be eligible for
      election as a director of the corporation unless nominated in accordance with
      the procedures set forth in this Article III, Section 10.  The
      presiding officer of the meeting shall, if the facts warrant, determine and
      declare to the meeting that a nomination was not made in accordance with the
      procedures prescribed by this Article III, Section 10, and if he or she should
      so determine, the defective nomination shall be disregarded.


11.
Presumption
      of
      Assent.  A director of the corporation who is present at a meeting
      of the board of directors at which action on any corporate matter is taken
      shall
      be presumed to have assented to the action taken unless his dissent shall be
      entered in the minutes of the meeting or unless he shall file his written
      dissent to such action with the person acting as the secretary of the meeting
      before the adjournment thereof or shall forward such dissent by registered
      mail
      to the secretary of the corporation immediately after the adjournment of the
      meeting.  Such right to dissent shall not apply to a director who
      voted in favor of such action.


12.  Committees
      of
      Directors.  The board of directors may appoint from among its
      members committees composed of two or more directors.  In the absence
      of any member of any committee, the members thereof present at any meeting,
      whether or not they constitute a quorum, may appoint a member of the board
      of
      directors to act in the place of absent members.  Any action by any
      committee of the board shall be subject to revision and alteration by the board
      of directors, provided that no rights of third persons shall be affected by
      any
      such revision or alteration.


ARTICLE
      IV.  OFFICERS


1.           Number.  The
      officers of the corporation shall be a chairman of the board of directors,
      a
      president, one or more vice-presidents (the classification and number thereof
      to
      be determined by the board of directors), a secretary and a treasurer, each
      of
      whom shall be elected by the board of directors.  Such other officers
      and assistant officers as may be deemed necessary may be elected or appointed
      by
      the board of directors.


2.           Election
      and Term of Office.  The officers of the corporation to be elected
      by the board of directors shall be elected annually by the board of directors
      at
      the first meeting of the board of directors held after each annual meeting
      of
      the shareholders.  If the election of officers shall not be held at
      such meeting, such election shall be held as soon thereafter as conveniently
      may
      be.  Each officer shall hold office until his successor shall have
      been duly elected and shall have qualified or until his death or until he shall
      resign or shall have been removed in the manner provided by law.


3.           Vacancies.  A
      vacancy in any office because of death, resignation, removal, disqualification
      or otherwise, may be filled by the board of directors for the unexpired portion
      of the term.


4.           Chairman
      of the Board.  The chairman of the board shall preside over all
      meetings of the board of directors and shareholders.  The chairman of
      the board shall have such other powers and authorities as may be assigned to
      him
      from time to time by the board of directors.


5.           President.  The
      president shall be the principal executive officer of the corporation and,
      subject to the control of the board of directors, shall in general supervise
      and
      control all of the business and affairs of the corporation.  In the
      absence of the chairman of the board, the president shall, when present, preside
      at all meetings of the shareholders and of the board of directors.  He
      may sign, with the secretary or any other proper officer of the corporation
      thereunto authorized by the board of directors, certificates for shares of
      the
      corporation and deeds, mortgages, bonds, contracts, or other instruments which
      the board of directors has authorized to be executed, except in cases where
      the
      signing and execution thereof shall be expressly delegated by the board of
      directors or by these by-laws to some other officer or agent of the corporation,
      or shall be required by law to be otherwise signed or executed; and in general
      shall perform all duties incident to the office of president and such other
      duties as may be prescribed by the board of directors from time to
      time.


6.           Vice
      Presidents.  In the absence of the president or in the event of
      his death, inability or refusal to act, the vice-president (or in the event
      there be more than one vice-president, the vice-presidents in the order
      designated at the time of their election, 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.  Any vice-president may sign, with
      the secretary or any assistant secretary, certificates for shares of the
      corporation; and shall perform such other duties as from time to time may be
      assigned to him by the president or by the board of directors.


7.           Secretary.  The
      secretary shall:


(a)           Keep
      the minutes of the proceedings of the shareholders and of the board of directors
      in one or more books provided for that purpose;


(b)           See
      that all notices are duly given in accordance with the provisions of these
      by-laws or as required by law;


(c)           Be
      custodian of the corporate records and of the seal of the corporation and see
      that the seal of the corporation is affixed to all documents the execution
      of
      which on behalf of the corporation under its seal is duly
      authorized;


(d)           Keep
      a register of the post office address of each shareholder which shall be
      furnished to the secretary by such shareholder;


(e)           Sign
      with the president, or a vice-president, certificates for shares of the
      corporation;


(f)           Have
      general charge of the stock transfer books of the corporation; and


(g)           In
      general perform all duties incident to the office of secretary and such other
      duties as from time to time may be assigned to him by the president or by the
      board of directors.


8.           Treasurer.  The
      treasurer shall:


(a)           Have
      charge and custody of and be responsible for all funds and securities of the
      corporation;


(b)           Receive
      and give receipts for monies due and payable to the corporation from any source
      whatsoever, and deposit all such monies in the name of the corporation in such
      banks, trust companies or other depositaries as shall be selected in accordance
      with the provisions of Article V. of these by-laws; and


(c)           In
      general perform all of the duties incident to the office of treasurer and such
      other duties as from time to time may be assigned to him by the president or
      by
      the board of directors.  If required by the board of directors, the
      treasurer shall give a bond for the faithful discharge of his duties in such
      sum
      and with such surety or sureties as the board of directors shall
      determine.


9.           Assistants.  The
      assistant secretaries may sign with the president or a vice-president
      certificates for shares of the corporation.  The assistant treasurers
      shall respectively, if required by the board of directors, give bonds for the
      faithful discharge of their duties in such sums and with such sureties as the
      board of directors shall determine.  The assistant secretaries and
      assistant treasurers, in general, shall perform the duties as shall be assigned
      to them by the secretary or the treasurer, respectively or by the president
      or
      the board of directors.


10.           Salaries.  The
      salaries of the president, vice-presidents, secretary and treasurer shall be
      fixed from time to time by the board of directors and the salaries of all other
      officers, agents and employees shall be fixed from time to time by the president
      subject to the control of the board of directors.  No officer shall be
      prevented from receiving such salary by reason of the fact that he is also
      a
      director of the corporation.




ARTICLE
      V.  CONTRACTS, LOANS, CHECKS AND DEPOSITS


1.           Contracts.  The
      board of directors may authorize any officer or officers, agent or agents,
      to
      enter into any contract or execute and deliver any instrument in the name of
      and
      on behalf of the corporation, and such authority may be general or confined
      to
      specific instances.


2.           Loans.  No
      loan shall be contracted on behalf of the corporation and no evidences of
      indebtedness shall be issued in its name unless authorized by a resolution
      of
      the board of directors.  Such authority may be general or confined to
      specific instances.


3.           Checks,
      Drafts, Etc.  All checks, drafts or other orders for the payment
      of money, notes, or other evidences of indebtedness issued in the name of the
      corporation shall be signed by such officer or officers, agent or agents of
      the
      corporation and in such manner as shall from time to time be determined by
      resolution of the board of directors.


4.           Deposits.  All
      funds of the corporation not otherwise employed shall be deposited from time
      to
      time to the credit of the corporation in such banks, trust companies or other
      depositaries as the board of directors may select.




ARTICLE
      VI.  CERTIFICATES FOR SHARES; UNCERTIFICATED SHARES;
      TRANSFERS


1.           Certificates
      for Stock.  The shares of the corporation’s stock may be
      certificated or uncertificated, as provided under West Virginia law, and shall
      be entered in the books of the corporation and registered as they are
      issued.  Any certificates representing shares of stock shall be in
      such form as the board of directors shall prescribe, certifying the number
      and
      class of shares of the stock of the corporation owned by the
      shareholder.  Any certificates issued to any shareholder of the
      corporation shall bear the name of the corporation and state that it is
      organized under the laws of the State of West Virginia, the name of the
      shareholder, and the number and class (and the designation of the series, if
      any) of the shares represented.  Each certificate shall be signed
      either manually or by facsimile, by (i) the president or a vice president and
      (ii) by the secretary or an assistant secretary, and, if a seal has been
      adopted, shall be sealed with the seal of the corporation or a facsimile
      thereof.  If the person who signed a share certificate, either
      manually or in facsimile, no longer holds office when the certificate is issued,
      then the certificate is nevertheless valid.


Within
      a reasonable time after the
      issuance or transfer of uncertificated stock, the corporation shall send to
      the
      registered owner thereof a written notice that shall set forth the name of
      the
      corporation, that the corporation is organized under the laws of the State
      of
      West Virginia, the name of the shareholder, the number and class (and the
      designation of the series, if any) of the shares represented, and the
      designations, relative rights, preferences, and limitations applicable to each
      class of shares and the variations in rights, preferences, and limitations
      determined for each series (and the authority of the board of directors to
      determine variations for future series).  Alternatively, such written
      notice may state conspicuously that the corporation will furnish the shareholder
      this information on request in writing and without charge.


2.           Transfers
      of Stock.  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, assignation or authority to transfer, it shall
      be
      the duty of the corporation to issue a new certificate or evidence of the
      issuance of uncertificated shares to the shareholder entitled thereto, cancel
      the old certificate and record the transaction upon the corporation’s
      books.  Upon the surrender of any certificate for transfer of stock,
      such certificate shall at once be conspicuously marked on its face “Cancelled”
and filed with the permanent stock records of the corporation.


Upon
      the receipt of proper transfer
      instructions from the registered owner of uncertificated shares, such
      uncertificated shares shall be cancelled, issuance of new equivalent
      uncertificated shares or certificated shares shall be made to the shareholder
      entitled thereto and the transaction shall be recorded upon the books of the
      corporation.  If the corporation has a transfer agent or registrar
      acting on its behalf, the signature of any officer or representative thereof
      may
      be in facsimile.


The
      board of directors may appoint a
      transfer agent and one or more co-transfer agents and registrar and one or
      more
      co-registrars and may make or authorize such agent to make all such rules and
      regulations deemed expedient concerning the issue, transfer and registration
      of
      shares of stock.


3.           Lost,
      Stolen or Destroyed Certificates.  Any person claiming a share
      certificate to be lost, stolen or destroyed shall make an affidavit or
      affirmation of the fact in such manner as the board of directors may require
      and
      shall, if the board of directors so requires, give the corporation a bond of
      indemnity in form and amount, and with one or more sureties satisfactory to
      the
      board of directors, as the board of directors may require, whereupon the
      corporation may issue (i) a new certificate or certificates of stock or (ii)
      uncertificated shares in place of any certificate or certificates previously
      issued by the corporation alleged to have been lost, stolen or
      destroyed.




ARTICLE
      VII.  CORPORATE SEAL


The
      board of directors shall provide a
      corporate seal which shall be circular in form and shall have inscribed thereon
      the name of the corporation and the state of incorporation and the words
      "Corporate Seal".




ARTICLE
      VIII.  INDEMNIFICATION OF OFFICERS AND DIRECTORS


Each
      director and officer of this
      corporation, or former director or officer of this corporation, or any person
      who may have served at its request as a director or officer of another
      corporation, his heirs and personal representatives, shall be indemnified by
      this corporation against costs and expenses at any time reasonably incurred
      by
      him arising out of or in connection with any claim, action, suit or proceeding,
      civil or criminal, against him or to which he may be made a party by reason
      of
      his being or having been such director or officer except in relation to matters
      as to which he shall be adjudged in such action, suit or proceeding to be liable
      for gross negligence or willful misconduct in the performance of a duty to
      the
      corporation.  If in the judgment of the board of directors of this
      corporation a settlement of any claim, action, suit or proceeding so arising
      be
      deemed in the best interests of the corporation, any such director or officer
      shall be reimbursed for any amounts paid by him in effecting such settlement
      and
      reasonable expenses incurred in connection therewith.  The foregoing
      right of indemnification shall be in addition to any and all rights to which
      any
      director or officer may be entitled as a matter of law.




ARTICLE
      IX.  AMENDMENTS


These
      by-Laws may be altered, amended
      or repealed and new by-Laws may be adopted by the board of directors at any
      regular meeting if notice is given at least two (2) days beforehand, or at
      any
      special meeting of the board of directors, but any by-Laws or amendments to
      by-Laws made by the directors may be amended, altered or repealed by the board
      of directors, or by the stockholders at any annual meeting, or at any special
      meeting called for that purpose, by the affirmative vote of holders of record
      of
      a majority of the shares of the stock entitled to vote thereon.