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                                                               EXHIBIT 3-B












                                    BYLAWS
                                       
                                       
                                       
                                      OF
                                       
                                       
                                       
                                       
                                       
                                       
                                U S WEST, INC.
                                       
                                       
                                       
                                       
                                       
                                       
                        AS ADOPTED ON NOVEMBER 1, 1995
                         AND AMENDED ON MARCH 13, 1998





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                                    BYLAWS
                                       
                                      OF
                                       
                                U S WEST, INC.
                                       
                                       
                                       
                                   ARTICLE I
                                       
                                    OFFICES

          SECTION 1.  REGISTERED OFFICE.  The registered office of U S WEST, 
Inc. (the "Corporation") in the State of Delaware shall be at 1209 Orange 
Street, in the City of Wilmington, County of New Castle, 19801 and its 
registered agent at such address shall be The Corporation Trust Company, or 
such other office or agent as the Board of Directors of the Corporation (the 
"Board") shall from time to time select.

          SECTION 2.  OTHER OFFICES.  The Corporation may also have an office 
or offices, and keep the books and records of the Corporation, except as may 
otherwise be required by law, at such other place or places, either within or 
without the State of Delaware, as the Board may from time to time determine 
or the business of the Corporation may require.

                                  ARTICLE II
                                       
                           MEETINGS OF STOCKHOLDERS

          SECTION 1.  PLACE OF MEETING.  All meetings of the stockholders of 
the Corporation shall be held at the office of the Corporation or at such 
other places, within or without the State of Delaware, as may from time to 
time be fixed by the Board.

          SECTION 2.  ANNUAL MEETINGS.  The annual meeting of stockholders 
for the election of directors and for the transaction of such other business 
as may properly come before the meeting shall be held on the first Friday of 
June in each year, or on such other date that the Board or its authorized 
designee shall determine, at an hour to be named in the notice of the 
meeting, unless such day should fall on a legal holiday in the state where 
such meeting is to be held, in which event the meeting shall be held on the 
next succeeding business day that is not a legal holiday.  Any previously 
scheduled annual meeting of the stockholders may be postponed by action of 
the Board or its authorized designee taken prior to the time previously 
scheduled for such annual meeting of stockholders.

          SECTION 3.  SPECIAL MEETINGS.  Except as otherwise required by law 
or the Certificate of Incorporation of the Corporation (the "Certificate"), 
special meetings of the

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stockholders for any purpose or purposes may be called by the Chairman of the 
Board or a majority of the entire Board.  Only such business as is specified 
in the notice of any special meeting of the stockholders shall come before 
such meeting.

          SECTION 4.  NOTICE OF MEETINGS.  Except as otherwise provided by 
law, written notice of each meeting of the stockholders, whether annual or 
special, shall be given, either by personal delivery or by mail, not less 
than 10 nor more than 60 days before the date of the meeting to each 
stockholder of record entitled to notice of the meeting.  If mailed, such 
notice shall be deemed given when deposited in the United States mail, 
postage prepaid, directed to the stockholder at such stockholder's address as 
it appears on the records of the Corporation.  Each such notice shall state 
the place, date and hour of the meeting, and the purpose or purposes for 
which the meeting is called.  Notice of any meeting of stockholders shall not 
be required to be given to any stockholder who shall attend such meeting in 
person or by proxy without protesting, prior to or at the commencement of the 
meeting, the lack of proper notice to such stockholder, or who shall sign a 
written waiver of notice thereof, whether before or after such meeting.  
Notice of adjournment of a meeting of stockholders need not be given if the 
time and place to which it is adjourned are announced at such meeting, unless 
the adjournment is for more than 30 days or, after adjournment, a new record 
date is fixed for the adjourned meeting.

          SECTION 5.  QUORUM.  Except as otherwise provided by law or by the 
Certificate, the holders of a majority of the votes entitled to be cast by 
the stockholders entitled to vote generally, present in person or by proxy, 
shall constitute a quorum for the transaction of business at any meeting of 
the stockholders; PROVIDED, HOWEVER, that in the case of any vote to be taken 
by classes, the holders of a majority of the votes entitled to be cast by the 
stockholders of a particular class shall constitute a quorum for the 
transaction of business by such class.

          SECTION 6.  ADJOURNMENTS.  The chairman of the meeting or the 
holders of a majority of the votes entitled to be cast by the stockholders 
who are present in person or by proxy may adjourn the meeting from time to 
time whether or not a quorum is present.  In the event that a quorum does not 
exist with respect to any vote to be taken by a particular class, the 
chairman of the meeting or the holders of a majority of the votes entitled to 
be cast by the stockholders of such class who are present in person or by 
proxy may adjourn the meeting with respect to the vote(s) to be taken by such 
class.  At such adjourned meeting at which a quorum may be present, any 
business may be transacted which might have been transacted at the meeting as 
originally called.

          SECTION 7.  ORDER OF BUSINESS.  (a) At each meeting of the 
stockholders, the Chairman of the Board or, in the absence of the Chairman of 
the Board, such person as shall be selected by the Board shall act as 
chairman of the meeting.  The order of business at each such meeting shall be 
as determined by the chairman of the meeting.  The chairman of the meeting 
shall have the right and authority to prescribe such rules, regulations and 
procedures and to do all such acts and things as are necessary or desirable 
for the proper conduct of the meeting, including, without limitation, the 
establishment of procedures for the maintenance of order and safety, 
limitations on the time allotted to questions or comments on the affairs of 
the Corporation, 


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restrictions on entry to such meeting after the time prescribed for the 
commencement thereof, and the opening and closing of the voting polls.

          (b)  At any annual meeting of stockholders, only such business 
shall be conducted as shall have been brought before the annual meeting (i) 
by or at the direction of the chairman of the meeting, (ii) pursuant to the 
notice provided for in this Section 4 of this Article II or (iii) by any 
stockholder who is a holder of record at the time of the giving of such 
notice provided for in this Section 7, who is entitled to vote at the meeting 
and who complies with the procedures set forth in this Section 7.

          (c)  For business properly to be brought before an annual meeting 
by a stockholder, the stockholder must have given timely notice thereof in 
proper written form to the Secretary of the Corporation (the "Secretary").  
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 
90 days prior to the date of an annual meeting of stockholders.  (Amended 
8-2-96)  To be in proper written form, a stockholder's notice to the 
Secretary shall set forth in writing 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 and the reasons for 
conducting such business at the annual meeting; (ii) the name and address of 
the stockholder proposing such business and all persons or entities acting in 
concert with the stockholder; (iii) the class and number of shares of the 
Corporation which are beneficially owned by the stockholder and all persons 
or entities acting in concert with such stockholder; and (iv) any material 
interest of the stockholder in such business.  The foregoing notice 
requirements shall be deemed satisfied by a stockholder if the stockholder 
has notified the Corporation of his or her intention to present a proposal at 
an annual meeting and such stockholder's proposal has been included in a 
proxy statement that has been prepared by management of the Corporation to 
solicit proxies for such annual meeting; PROVIDED, HOWEVER, that if such 
stockholder does not appear or send a qualified representative to present 
such proposal at such annual meeting, the Corporation need not present such 
proposal for a vote at such meeting, notwithstanding that proxies in respect 
of such vote may have been received by the Corporation. Notwithstanding 
anything in the bylaws to the contrary, no business shall be conducted at any 
annual meeting except in accordance with the procedures set forth in this 
Section 7.  The chairman of an annual meeting shall, if the facts warrant, 
determine that business was not properly brought before the annual meeting in 
accordance with the provisions of this Section 7 and, if the chairman should 
so determine, the chairman shall so declare to the annual meeting and any 
such business not properly brought before the annual meeting shall not be 
transacted.

          SECTION 8.  LIST OF STOCKHOLDERS.  It shall be the duty of the 
Secretary or other officer who has charge of the stock ledger to prepare and 
make, at least 10 days before each meeting of the stockholders, a complete 
list of the stockholders entitled to vote thereat, arranged in alphabetical 
order, and showing the address of each stockholder and the number of shares 
registered in such stockholder's name.  Such list shall be produced and kept 
available at the times and places required by law.

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          SECTION 9.  VOTING.  (a) Except as otherwise provided by law or by 
the Certificate, each stockholder of record of any class or series of capital 
stock of the Corporation shall be entitled at each meeting of stockholders to 
such number of votes for each share of such stock as may be fixed in the 
Certificate or in the resolution or resolutions adopted by the Board 
providing for the issuance of such stock, registered in such stockholder's 
name on the books of the Corporation:

          (1)  on the date fixed pursuant to Section 6 of Article VII of these
     bylaws as the record date for the determination of stockholders entitled
     to notice of and to vote at such meeting; or

          (2)  if no such record date shall have been so fixed, then at the
     close of business on the day next preceding the day on which notice of
     such meeting is given, or, if notice is waived, at the close of business
     on the day next preceding the day on which the meeting is held.

          (b)  Each stockholder entitled to vote at any meeting of 
stockholders may authorize not in excess of three persons to act for such 
stockholder by proxy.  Any such proxy shall be delivered to the secretary of 
such meeting at or prior to the time designated for holding such meeting.  No 
such proxy shall be voted or acted upon after three years from its date, 
unless the proxy provides for a longer period.

          (c)  At each meeting of the stockholders, all corporate actions to 
be taken by vote of the stockholders (except as otherwise required by law and 
except as otherwise provided in the Certificate or these bylaws) shall be 
authorized by a majority of the votes cast by the stockholders entitled to 
vote thereon who are present in person or represented by proxy, and where a 
separate vote by class is required, a majority of the votes cast by the 
stockholders of such class who are present in person or represented by proxy 
shall be the act of such class.

          (d)  Unless required by law or determined by the chairman of the 
meeting to be advisable, the vote on any matter, including the election of 
directors, need not be by written ballot.  In the case of a vote by written 
ballot, each ballot shall be signed by the stockholder voting, or by such 
stockholder's proxy.

          SECTION 10.  INSPECTORS.  The chairman of the meeting shall appoint 
one or more inspectors to act at any meeting of stockholders.  Such 
inspectors shall perform such duties as shall be specified by the chairman of 
the meeting. Inspectors need not be stockholders.  No director or nominee for 
the office of director shall be appointed such inspector.

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                                  ARTICLE III
                                       
                              BOARD OF DIRECTORS

          SECTION 1.  GENERAL POWERS.  The business and affairs of the 
Corporation shall be managed by or under the direction of the Board, which 
may exercise all such powers of the Corporation and do all such lawful acts 
and things as are not by law or by the Certificate directed or required to be 
exercised or done by the stockholders.

          SECTION 2.  NUMBER, QUALIFICATION AND ELECTION.  (a) Except as 
otherwise fixed by or pursuant to the provisions of Article V of the 
Certificate relating to the rights of the holders of any class or series of 
stock having preference over the common stock of the corporation as to 
dividends or upon liquidation, the number of directors of the Corporation 
shall be determined from time to time by the Board by the affirmative vote of 
directors constituting at least a majority of the entire Board; provided that 
the number thereof may not be less than six nor more than seventeen.

          (b)  The directors, other than those who may be elected by the 
holders of shares of any class or series of stock having a preference over 
the common stock of the Corporation as to dividends or upon liquidation 
pursuant to the terms of Article V of the Certificate or any resolution or 
resolutions providing for the issuance of such stock adopted by the Board, 
shall be classified, with respect to the time for which they severally hold 
office, into three classes as nearly equal in number as possible, with each 
class to hold office until its successors are elected and qualified. Subject 
to the rights of the holders of any class or series of stock having a 
preference over the common stock of the Corporation as to dividends or upon 
liquidation, at each such annual meeting of the stockholders, the successors 
of the class of directors whose term expires at that meeting shall be elected 
to hold office for a term expiring at the annual meeting of stockholders held 
in the third year following the year of their election.

          (c)  Each director shall be at least 21 years of age.  Directors 
need not be stockholders of the Corporation.

          (d)  In any election of directors held at a meeting of 
stockholders, the persons receiving a plurality of the votes cast by the 
stockholders entitled to vote thereon at such meeting who are present or 
represented by proxy, up to the number of directors to be elected in such 
election, shall be deemed elected.

          SECTION 3.  NOTIFICATION OF NOMINATION.  Subject to the rights of 
the holders of any class or series of stock having a preference over the 
common stock as to dividends or upon liquidation, nominations for the 
election of directors may be made by the Board or by any stockholder who is a 
stockholder of record at the time of giving of the notice of nomination 
provided for in this Section 3 of this Article III and who is entitled to 
vote for the election of directors.  Any stockholder of record entitled to 
vote for the election of directors at a meeting may nominate persons for 
election as directors only if timely written notice of such stockholder's 
intent to make such nomination is given, either by personal delivery or by 
United States mail, postage 

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prepaid, to the Secretary.  To be timely, a stockholder's notice must be 
delivered to or mailed and received at the principal executive offices of the 
Corporation (i) with respect to an election to be held at an annual meeting 
of stockholders, not less than 60 days prior to the date of such annual 
meeting and (ii) with respect to an election to be held at a special meeting 
of stockholders for the election of directors, not less than 15 days 
following the public announcement of the date of such special meeting.  Each 
such notice shall set forth: (a) the name and address of the stockholder who 
intends to make the nomination, of all persons or entities acting in concert 
with the stockholder, 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 entities acting in 
concert with the stockholder (naming such person or entities) pursuant to 
which the nomination or nominations are to be made by the stockholder; (d) 
such other information regarding each nominee proposed by the stockholder as 
would have been required to be included in a proxy statement filed pursuant 
to the proxy rules of the Securities and Exchange Commission had each nominee 
been nominated, or intended to be nominated, by the Board; (e) the class and 
number of shares of the Corporation that are beneficially owned by the 
stockholder and all persons or entities acting in concert with the 
stockholder; and (f) the consent of each nominee to being named in a proxy 
statement as nominee and to serve as a director of the Corporation if so 
elected.  The chairman of the meeting may refuse to acknowledge the 
nomination of any person not made after compliance with the foregoing 
procedure.  Only such persons who are nominated in accordance with the 
procedures set forth in this Section 3 of this Article III shall be eligible 
to serve as directors of the Corporation.

          SECTION 4.  QUORUM AND MANNER OF ACTING.  Except as otherwise 
provided by law, the Certificate or these bylaws, a majority of the entire 
Board shall constitute a quorum for the transaction of business at any 
meeting of the Board, and, except as so provided, the vote of a majority of 
the directors present at any meeting at which a quorum is present shall be 
the act of the Board.  The chairman of the meeting or a majority of the 
directors present may adjourn the meeting to another time and place whether 
or not a quorum is present.  At any adjourned meeting at which a quorum is 
present, any business may be transacted which might have been transacted at 
the meeting as originally called.

          SECTION 5.  PLACE OF MEETING.  The Board may hold its meetings at 
such place or places within or without the State of Delaware as the Board may 
from time to time determine or as shall be specified or fixed in the 
respective notice or waivers of notice thereof.

          SECTION 6.  REGULAR MEETINGS.  Regular meetings of the Board shall 
be held at such times and places as the Chairman of the Board or the Board 
shall from time to time by resolution determine.  If any day fixed for a 
regular meeting shall be a legal holiday under the laws of the place where 
the meeting is to be held, the meeting which would otherwise be held on that 
day shall be held at the same hour on the next succeeding business day.

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          SECTION 7.  SPECIAL MEETINGS.  Special meetings of the Board shall 
be held whenever called by the Chairman of the Board or by a majority of the 
directors.

          SECTION 8.  NOTICE OF MEETINGS.  Notice of regular meetings of the 
Board or of any adjourned meeting thereof need not be given.  Notice of each 
special meeting of the Board shall be given by overnight delivery service or 
mailed to each director, in either case addressed to such director at such 
director's residence or usual place of business, at least two days before the 
day on which the meeting is to be held or shall be sent to such director at 
such place by telegraph or telecopy or be given personally or by telephone, 
not later than the day before the meeting is to be held, but notice need not 
be given to any director who shall, either before or after the meeting, 
submit a signed waiver of such notice or who shall attend such meeting 
without protesting, prior to or at its commencement, the lack of notice to 
such director.  Every such notice shall state the time and place but need not 
state the purpose of the meeting.

          SECTION 9.  RULES AND REGULATIONS.  The Board may adopt such rules 
and regulations not inconsistent with the provisions of law, the Certificate 
or these bylaws for the conduct of its meetings and management of the affairs 
of the Corporation as the Board may deem proper.

          SECTION 10.  PARTICIPATION IN MEETING BY MEANS OF COMMUNICATION 
EQUIPMENT.  Any one or more members of the Board or any committee thereof may 
participate in any meeting of the Board or of any such committee by means of 
conference telephone or similar communications equipment by means of which 
all persons participating in the meeting can hear each other, and such 
participation in a meeting shall constitute presence in person at such 
meeting.

          SECTION 11.  ACTION WITHOUT MEETING.  Any action required or 
permitted to be taken at any meeting of the Board or any committee thereof 
may be taken without a meeting if all of the members of the Board or of any 
such committee consent thereto in writing and the writing or writings are 
filed with the minutes or proceedings of the Board or of such committee.

          SECTION 12.  RESIGNATIONS.  Any director of the Corporation may at 
any time resign by giving written notice to the Board, the Chairman of the 
Board, the President or the Secretary.  Such resignation shall take effect at 
the time specified therein or, if the time be not specified therein, upon 
receipt thereof; and, unless otherwise specified therein, the acceptance of 
such resignation shall not be necessary to make it effective.

          SECTION 13.  REMOVAL OF DIRECTORS.  Directors may be removed only as
provided in Section 5 of Article VI of the Certificate.

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          SECTION 14.  VACANCIES.  Subject to the rights of the holders of 
any class or series of stock having a preference over the common stock of the 
Corporation as to dividends or upon liquidation, any vacancies on the Board 
resulting from death, resignation, removal or other cause shall only be 
filled by the Board by the affirmative vote of a majority of the remaining 
directors then in office, even though less than a quorum of the Board, or by 
a sole remaining director, and newly created directorships resulting from any 
increase in the number of directors shall be filled by the Board, or if not 
so filled, by the stockholders at the next annual meeting thereof or at a 
special meeting called for that purpose in accordance with Section 3 of 
Article II of these bylaws.  Any director elected in accordance with the 
preceding sentence of this Section 14 of this Article III shall hold office 
for the remainder of the full term of the class of directors in which the new 
directorship was created or the vacancy occurred and until such director's 
successor shall have been elected and qualified.

          SECTION 15.  COMPENSATION.  Each director, in consideration of such 
person serving as a director, shall be entitled to receive from the 
Corporation such amount per annum and such fees for attendance at meetings of 
the Board or of committees of the Board, or both, as the Board shall from 
time to time determine.  In addition, each director shall be entitled to 
receive from the Corporation reimbursement for the reasonable expenses 
incurred by such person in connection with the performance of such person's 
duties as a director. Nothing contained in this Section 15 of this Article 
III shall preclude any director from serving the Corporation or any of its 
subsidiaries in any other capacity and receiving proper compensation therefor.

                                  ARTICLE IV

                     COMMITTEES OF THE BOARD OF DIRECTORS

          SECTION 1.  ESTABLISHMENT OF COMMITTEES OF THE BOARD OF DIRECTORS; 
ELECTION OF MEMBERS OF COMMITTEES OF THE BOARD OF DIRECTORS; FUNCTIONS OF 
COMMITTEES OF THE BOARD OF DIRECTORS.  The Board may, in accordance with and 
subject to the General Corporation Law of the State of Delaware, from time to 
time establish committees of the Board to exercise such powers and 
authorities of the Board, and to perform such other functions, as the Board 
may from time to time determine.

          SECTION 2.  PROCEDURE; MEETINGS; QUORUM.  Regular meetings of 
committees of the Board, of which no notice shall be necessary, may be held 
at such times and places as shall be fixed by resolution adopted by a 
majority of the members thereof.  Special meetings of any committee of the 
Board shall be called at the request of a majority of the members thereof.  
Notice of each special meeting of any committee of the Board shall be given 
by overnight delivery service or mailed to each member, in either case 
addressed to such member at such member's residence or normal place of 
business, at least two days before the day on which the meeting is to be held 
or shall be sent to such members at such place by telegraph or telecopy or be 
given personally or by telephone, not later than the day before the meeting 
is to be held, but notice need not be given to any member who shall, either 
before or after the meeting, submit a signed waiver of such notice or 

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who shall attend such meeting without protesting, prior to it or at its 
commencement, the lack of such notice to such member.  Any special meeting of 
any committee of the Board shall be a legal meeting without any notice 
thereof having been given, if all the members thereof shall be present 
thereat.  Notice of any adjourned meeting of any committee of the Board need 
not be given.  Any committee of the Board may adopt such rules and 
regulations not inconsistent with the provisions of law, the Certificate or 
these bylaws for the conduct of its meetings as such committee of the Board 
may deem proper.  A majority of the members of any committee of the Board 
shall constitute a quorum for the transaction of business at any meeting, and 
the vote of a majority of the members thereof present at any meeting at which 
a quorum is present shall be the act of such committee.  Each committee of 
the Board shall keep written minutes of its proceedings and shall report on 
such proceedings to the Board.

                                   ARTICLE V
                                       
                                   OFFICERS

          SECTION 1.  NUMBER; TERM OF OFFICE.  The officers of the 
Corporation shall be such officers, which may include a Chairman of the 
Board, Chief Executive Officer, President, Chief Financial Officer, General 
Counsel and one or more Vice Presidents (including, without limitation, 
Assistant, Executive and Senior Vice Presidents) and a Treasurer, Secretary 
and Controller and such other officers or agents with such titles and such 
duties as the Board may from time to time determine, each to have such 
authority, functions or duties as provided in these bylaws or as the Board 
may from time to time determine, and each to hold office for such term as may 
be prescribed by the Board and until such person's successor shall have been 
chosen and shall qualify, or until such person's death or resignation, or 
until such person's removal in the manner hereinafter provided.  One person 
may hold the offices and perform the duties of any two or more of said 
officers; PROVIDED, HOWEVER, that no officer shall execute, acknowledge or 
verify any instrument in more than one capacity if such instrument is 
required by law, the Certificate or these bylaws to be executed, acknowledged 
or verified by two or more officers.  The Board may from time to time 
authorize any officer to appoint and remove any such other officers and 
agents and to prescribe their powers and duties.  The Board may require any 
officer or agent to give security for the faithful performance of such 
person's duties.

          SECTION 2.  REMOVAL.  Any officer may be removed, either with or 
without cause, by the Board at any meeting thereof or, except in the case of 
any officer elected by the Board, by any superior officer upon whom such 
power may be conferred by the Board.

          SECTION 3.  RESIGNATION.  Any officer may resign at any time by 
giving notice to the Board, the Chairman of the Board or the Secretary.  Any 
such resignation shall take effect at the date of receipt of such notice or 
at any later date specified therein; and, unless otherwise specified therein, 
the acceptance of such resignation shall not be necessary to make it 
effective.

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          SECTION 4.  VACANCIES.  A vacancy in any office because of death, 
resignation, removal or any other cause may be filled for the unexpired 
portion of the term in the manner prescribed in these bylaws for election to 
such office.

          SECTION 5.  CHAIRMAN OF THE BOARD; POWERS AND DUTIES.  The Chairman 
of the Board shall be the chief executive officer of the Corporation.  
Subject to the control of the Board, the Chairman of the Board shall 
supervise and direct generally all the business and affairs of the 
Corporation.  The Chairman of the Board shall preside at all meetings of the 
stockholders and the Board. Any document may be signed by the Chairman of the 
Board or any other person who may be thereunto authorized by the Board or the 
Chairman of the Board.  The Chairman of the Board may appoint such assistant 
officers as are deemed necessary.

          SECTION 6.  PRESIDENT, EXECUTIVE VICE PRESIDENTS, SENIOR VICE 
PRESIDENTS AND VICE PRESIDENTS; POWERS AND DUTIES.  The President shall be 
the chief operating officer of the Corporation.  The President and each 
Executive Vice President, each Senior Vice President, and each Vice President 
shall have such powers and perform such duties as may be assigned by the 
Board of Directors or the Chairman of the Board.  In case of the absence or 
disability of the Chairman of the Board or a vacancy in the office, the 
President, an Executive Vice President, a Senior Vice President, or a Vice 
President designated by the Chairman of the Board or the Board shall exercise 
all the powers and perform all the duties of the Chairman of the Board.

          SECTION 7.  SECRETARY AND ASSISTANT SECRETARIES; POWERS AND DUTIES. 
The Secretary shall attend all meetings of the stockholders and the Board and 
shall keep the minutes for such meetings in one or more books provided for 
that purpose.  The Secretary shall be custodian of the corporate records, 
except those required to be in the custody of the Treasurer or the 
Controller, shall keep the seal of the Corporation, and shall execute and 
affix the seal of the Corporation to all documents duly authorized for 
execution under seal on behalf of the Corporation, and shall perform all of 
the duties incident to the office of Secretary, as well as such other duties 
as may be assigned by the Chairman of the Board or the Board.

          The Assistant Secretaries shall perform such of the Secretary's 
duties as the Secretary shall from time to time direct.  In case of the 
absence or disability of the Secretary or a vacancy in the office, an 
Assistant Secretary designated by the Chairman of the Board or by the 
Secretary, if the office is not vacant, shall perform the duties of the 
Secretary.

          SECTION 8.  CHIEF FINANCIAL OFFICER; POWERS AND DUTIES.  The Chief 
Financial Officer shall be responsible for maintaining the financial 
integrity of the Corporation, shall prepare the financial plans for the 
Corporation, and shall monitor the financial performance of the Corporation 
and its subsidiaries, as well as performing such other duties as may be 
assigned by the Chairman of the Board or the Board.

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          SECTION 9.  TREASURER AND ASSISTANT TREASURERS; POWERS AND DUTIES. 
The Treasurer shall have care and custody of the funds and securities of the 
Corporation, shall deposit such funds in the name and to the credit of the 
Corporation with such depositories as the Treasurer shall approve, shall 
disburse the funds of the Corporation for proper expenses and dividends, and 
as may be ordered by the Board, taking proper vouchers for such 
disbursements. The Treasurer shall perform all of the duties incident to the 
office of Treasurer, as well as such other duties as may be assigned by the 
Chairman of the Board or the Board.

          The Assistant Treasurers shall perform such of the Treasurer's 
duties as the Treasurer shall from time to time direct.  In case of the 
absence or disability of the Treasurer or a vacancy in the office, an 
Assistant Treasurer designated by the Chairman of the Board or by the 
Treasurer, if the office is not vacant, shall perform the duties of the 
Treasurer.

          SECTION 10.  GENERAL COUNSEL; POWERS AND DUTIES.  The General 
Counsel shall be a licensed attorney at law and shall be the chief legal 
officer of the Corporation.  The General Counsel shall have such power and 
exercise such authority and provide such counsel to the Corporation as deemed 
necessary or desirable to enforce the rights and protect the property and 
integrity of the Corporation, shall also have the power, authority, and 
responsibility for securing for the Corporation all legal advice, service, 
and counseling, and shall perform all of the duties incident to the office of 
General Counsel, as well as such other duties as may be assigned by the 
Chairman of the Board or the Board.

          SECTION 11.  CONTROLLER AND ASSISTANT CONTROLLERS; POWERS AND 
DUTIES. The Controller shall be the chief accounting officer of the 
Corporation and shall keep and maintain in good and lawful order all accounts 
required by law and shall have sole control over, and ultimate responsibility 
for, the accounts and accounting methods of the Corporation and the 
compliance of the Corporation with all systems of accounts and accounting 
regulations prescribed by law.  The Controller shall audit, to such extent 
and at such times as may be required by law or as the Controller may think 
necessary, all accounts and records of corporate funds or property, by 
whomsoever kept, and for such purposes shall have access to all such accounts 
and records.  The Controller shall make and sign all necessary and proper 
accounting statements and financial reports of the Corporation, and shall 
perform all of the duties incident to the office of Controller, as well as 
such other duties as may be assigned by the Chairman of the Board or the 
Board.

          The Assistant Controllers shall perform such of the Controller's 
duties as the Controller shall from time to time direct.  In case of the 
absence or disability of the Controller or a vacancy in the office, an 
Assistant Controller designated by the Chairman of the Board or the 
Controller, if the office is not vacant, shall perform the duties of the 
Controller.

          SECTION 12.  SALARIES.  The salaries of all officers of the 
Corporation shall be fixed by or in the manner provided by the Board.  If 
authorized by a resolution of the Board, the salary of any officer other than 
the Chairman of the Board may be fixed by the Chairman of the Board or a 

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Committee of the Board.  No officer shall be disqualified from receiving a 
salary by reason of also being a director of the Corporation.
          
                                  ARTICLE VI
                                       
                                INDEMNIFICATION

          SECTION 1.  SCOPE OF INDEMNIFICATION.  (a) The Corporation shall 
indemnify an indemnified representative against any liability incurred in 
connection with any proceeding in which the indemnified representative may be 
involved as a party or otherwise, by reason of the fact that such person is 
or was serving in an indemnified capacity, except to the extent that any such 
indemnification against a particular liability is expressly prohibited by 
applicable law or where a judgment or other final adjudication adverse to the 
indemnified representative establishes, or where the Corporation determines, 
that his or her acts or omissions (i) were in breach of such person's duty of 
loyalty to the Corporation or its stockholders, (ii) were not in good faith 
or involved intentional misconduct or a knowing violation of law, or (iii) 
resulted in receipt by such person of an improper personal benefit.  The 
rights granted by this Article shall not be deemed exclusive of any other 
rights to which those seeking indemnification, contribution, or advancement 
of expenses may be entitled under any statute, certificate of incorporation, 
agreement, contract of insurance, vote of stockholders or disinterested 
directors, or otherwise.  The rights of indemnification and advancement of 
expenses provided by or granted pursuant to this Article shall continue as to 
a person who has ceased to be an indemnified representative in respect of 
matters arising prior to such time and shall inure to the benefit of the 
heirs, executors, administrators and personal representatives of such a 
person.

          (b)  If an indemnified representative is not entitled to 
indemnification with respect to a portion of any liabilities to which such 
person may be subject, the Corporation shall nonetheless indemnify such 
indemnified representative to the maximum extent for the remaining portion of 
the liabilities.

          (c)  The termination of a 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 indemnified 
representative is not entitled to indemnification.

          (d)  To the extent permitted by law, the payment of indemnification 
provided for by this Article, including the advancement of expenses pursuant 
to Section 2 of this Article VI, with respect to proceedings other than those 
brought by or in the right of the Corporation, shall be subject to the 
conditions that the indemnified representative shall give the Corporation 
prompt notice of any proceeding, that the Corporation shall have complete 
charge of the defense of such proceeding and the right to select counsel for 
the indemnified representative, and that the indemnified representative shall 
assist and cooperate fully in all matters respecting the proceeding and its 
defense or settlement.  The Corporation may waive any or all of the 
conditions set forth in the preceding sentence.  Any such waiver shall be 
applicable only to the specific payment for which the waiver is made and 
shall not in any way obligate the Corporation to grant such waiver at any 

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future time.  In the event of a conflict of interest between the indemnified 
representative and the Corporation that would disqualify the Corporation's 
counsel from representing the indemnified representative under the rules of 
professional conduct applicable to attorneys, it shall be the policy of the 
Corporation to waive any or all of the foregoing conditions subject to such 
limitations or conditions as the Corporation shall deem to be reasonable in 
the circumstances.

          (e)  For purposes of this Article:

          (1)  "indemnified capacity" means any and all past, present, or 
future services by an indemnified representative in one or more capacities as 
a director, officer, employee, or agent of the Corporation or, at the request 
of the Corporation, as a director, officer, employee, agent, fiduciary, or 
trustee of another corporation, partnership, joint venture, trust, employee 
benefit plan, or other entity or enterprise; any indemnified representative 
serving an affiliate of the Corporation in any capacity shall be deemed to be 
doing so at the request of the Corporation;

          (2)  an "affiliate of the Corporation" means an entity that 
directly or indirectly, through one or more intermediaries, controls, or is 
controlled by, or is under common control with, the Corporation;

          (3)  "indemnified representative" means any and all directors, 
officers, and employees of the Corporation and any other person designated as 
an indemnified representative by the Board;

          (4)  "liability" means any damage, judgment, amount paid in 
settlement, fine, penalty, punitive damage, excise tax assessed with respect 
to an employee benefit plan, or cost or expense of any nature (including, 
without limitation, expert witness fees, costs of investigation, litigation 
and appeal costs, attorneys' fees, and disbursements); and

          (5)  "proceeding" means any threatened, pending, or completed 
action, suit, appeal, or other proceeding of any nature, whether civil, 
criminal, administrative, or investigative, whether formal or informal, 
whether external or internal to the Corporation, and whether brought by or in 
the right of the Corporation, a class of its security holders or otherwise.

          SECTION 2.  ADVANCING EXPENSES.  All reasonable expenses incurred 
in good faith by an indemnified representative in advance of the final 
disposition of a proceeding described in Section 1 of this Article VI shall 
be advanced to the indemnified representative by the Corporation. Before 
making any such advance payment of expenses, the Corporation shall receive an 
undertaking by or on behalf of the indemnified representative to repay such 
amount if it shall ultimately be determined that such indemnified 
representative is not entitled to be indemnified by the Corporation pursuant 
to this Article VI.  No advance shall be made by the Corporation if a 
determination is reasonably and promptly made by a majority vote of 
disinterested directors, even if the disinterested directors constitute less 
than a quorum, or (if such a quorum is not obtainable or, even if obtainable, 
a quorum of disinterested directors so directs) by independent legal counsel 
in a written opinion, that, based upon the facts known to the Board or 
counsel at the time such 

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determination is made, the indemnified representative has acted in such a 
manner as to permit or require the denial of indemnification pursuant to the 
provisions of Section 1 of this Article VI.

                                  ARTICLE VII
                                       
                                 CAPITAL STOCK

          SECTION 1.  SHARE OWNERSHIP.  (a)  Holders of shares of stock of 
each class of the Corporation shall be recorded on the books of the 
Corporation and ownership of such stock shall be evidenced by a certificate 
or other form as shall be approved by the Board.  Certificates representing 
shares of stock of each class shall be signed by, or in the name of, the 
Corporation by the Chairman of the Board or the President, any Vice President 
and by the Secretary or any Assistant Secretary or the Treasurer or any 
Assistant Treasurer of the Corporation, and sealed with the seal of the 
Corporation, which may be a facsimile thereof.  Any or all such signatures 
may be facsimiles if countersigned by a transfer agent or registrar.  
Although any officer, transfer agent or registrar whose manual or facsimile 
signature is affixed to such a certificate ceases to be such officer, 
transfer agent or registrar before such certificate has been issued, it may 
nevertheless be issued by the Corporation with the same effect as if such 
officer, transfer agent or registrar were still such at the date of its issue.

          (b)  The stock ledger and blank share certificates shall be kept by 
the Secretary or by a transfer agent or by a registrar or by any other 
officer or agent designated by the Board.

          SECTION 2.  TRANSFER OF SHARES.  Transfers of shares of stock of 
each class of the Corporation shall be made only on the books of the 
Corporation by the holder thereof, or by such holder's attorney thereunto 
authorized by a power of attorney duly executed and filed with the Secretary 
or a transfer agent for such stock, if any, and on surrender of the 
certificate or certificates, if any, for such shares properly endorsed or 
accompanied by a duly executed stock transfer power (or by proper evidence of 
succession, assignment or authority to transfer) and the payment of any taxes 
thereon; PROVIDED, HOWEVER, that the Corporation shall be entitled to 
recognize and enforce any lawful restriction on transfer.  The person in 
whose name shares are registered on the books of the Corporation shall be 
deemed the owner thereof for all purposes as regards the Corporation; 
PROVIDED, HOWEVER, that whenever any transfer of shares shall be made for 
collateral security and not absolutely, and written notice thereof shall be 
given to the Secretary or to such transfer agent, such fact shall be stated 
in the entry of the transfer. No transfer of shares shall be valid as against 
the Corporation, its stockholders and creditors for any purpose, except to 
render the transferee liable for the debts of the Corporation to the extent 
provided by law, until it shall have been entered in the stock records of the 
Corporation by an entry showing from and to whom transferred.

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<PAGE>

          SECTION 3.  REGISTERED STOCKHOLDERS AND ADDRESSES OF STOCKHOLDERS. 
(a)  The Corporation shall be entitled to recognize the exclusive right of a 
person registered on its records as the owner of shares of stock to receive 
dividends and to vote as such owner, shall be entitled to hold liable for 
calls and assessments a person registered on its records as the owner of 
shares of stock, and shall not be bound to recognize any equitable or other 
claim to or interest in such share or shares of stock 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.

          (b)  Each stockholder shall designate to the Secretary or transfer 
agent of the Corporation an address at which notices of meetings and all 
other corporate notices may be delivered or mailed to such person, and, if 
any stockholder shall fail to designate such address, corporate notices may 
be delivered to such person by mail directed to such person at such person's 
post office address, if any, as the same appears on the stock record books of 
the Corporation or at such person's last known post office address.

          SECTION 4.  LOST, DESTROYED AND MUTILATED CERTIFICATES.  The 
Corporation may issue to any holder of shares of stock the certificate for 
which has been lost, stolen, destroyed or mutilated a new certificate or 
certificates for shares, upon the surrender of the mutilated certificate or, 
in the case of loss, theft or destruction of the certificate, upon 
satisfactory proof of such loss, theft or destruction.  The Board, or a 
committee designated thereby, or the transfer agents and registrars for the 
stock, may, in their discretion, require the owner of the lost, stolen or 
destroyed certificate, or such person's legal representative, to give the 
Corporation a bond in such sum and with such surety or sureties as they may 
direct to indemnify the Corporation and said transfer agents and registrars 
against any claim that may be made on account of the alleged loss, theft or 
destruction of any such certificate or the issuance of such new certificate.

          SECTION 5.  REGULATIONS.  The Board may make such additional rules 
and regulations as it may deem expedient concerning the issue and transfer of 
certificates representing shares of stock of each class of the Corporation 
and may make such rules and take such action as it may deem expedient 
concerning the issue of certificates in lieu of certificates claimed to have 
been lost, destroyed, stolen or mutilated.

          SECTION 6.  FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
or any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action.  A determination of stockholders entitled to notice
of or to vote at a meeting of the stockholders shall apply to any adjournment
of the meeting; PROVIDED, HOWEVER, that the Board may fix a new record date for
the adjourned meeting.

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<PAGE>

          SECTION 7.  TRANSFER AGENTS AND REGISTRARS.  The Board may appoint, 
or authorize any officer or officers to appoint, one or more transfer agents 
and one or more registrars.

                                 ARTICLE VIII
                                       
                                     SEAL

          The Board shall provide a corporate seal, which shall be in the 
form of a circle and shall bear the full name of the Corporation and the 
words and figures of "Corporate Seal Delaware", or such other words or 
figures as the Board may approve and adopt.  The seal may be used by causing 
it or a facsimile thereof to be impressed or affixed or in any other manner 
reproduced.

                                  ARTICLE IX
                                       
                                  FISCAL YEAR

          The fiscal year of the Corporation shall end on the 31st day of 
December in each year.

                                   ARTICLE X
                                       
                                  AMENDMENTS

          Any bylaw may be adopted, repealed, altered or amended by 
two-thirds of the entire Board at any meeting thereof.  The stockholders of 
the Corporation shall have the power to amend, alter or repeal any provision 
of these bylaws only to the extent and in the manner provided in the 
Certificate.



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