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 EXHIBIT 3b















                                        BYLAWS



                                          OF






                                    U S WEST, INC.






                            AS ADOPTED ON NOVEMBER 1, 1995
                            AND AMENDED ON MARCH 15, 1996

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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 the 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, at an hour to be named in the notice of the meeting, unless such
day should fall on a legal holiday in the State of Colorado, in which event the
meeting shall be held on the next succeeding business day that is not a legal
holiday, or on such date and at such hour as shall from time to time be fixed by
the Board.  Any previously scheduled annual meeting of the stockholders may be
postponed by action of the Board 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 stockholders for any purpose or purposes may be called by the
Chairman of the Board or a majority

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

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         (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 60 days prior
to the date of an annual meeting of stockholders.  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

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

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                                      ARTICLE VI

                                   INDEMNIFICATION

         SECTION 1.  SCOPE OF INDEMNIFICATION. (a) The Corporation shall
indemnify an indemnified representative against any liability incurred in
connection with nay 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 statue, 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 resumption 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 future time. In the event of a conflict
of interest between the indemnified representative and the

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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

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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 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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         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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