EXHIBIT
3.5   BYLAWS  OF  3COM CORPORATION  (as amended on August 7,
2001)  
   TABLE OF CONTENTS   PageARTICLE
  I  STOCKHOLDERS
  
  1Section 1.1.
  Annual Meeting
  
  1Section 1.2.
  Special Meetings
  
  1Section 1.3.
  Notice of Meetings
  
  1Section
  1.4.
  Quorum
  
  2Section 1.5.
  Organization
  
  2Section 1.6.
  Conduct of Business
  
  2Section
  1.7.
  Notice of
  Stockholder Business
  
  2Section 1.8.
  Proxies and Voting
  
  3Section 1.9.
  Stock
  List
  
  3Section
  1.10.
  Stockholder
  Action by Written Consent
  
  4ARTICLE II   BOARD OF DIRECTORS
  
  4Section 2.1.
  Number and Term
  of Office
  
  4Section
  2.2.
  Vacancies
  and Newly Created Directorships
  
  4Section 2.3.
  Removal
  
  4Section 2.4.
  Regular Meetings
  
  5Section 2.5.
  Special Meetings
  
  5Section 2.6.
  Quorum
  
  5Section
  2.7.
  Participation
  in Meetings by Conference Telephone
  
  5Section 2.8.
  Conduct of Business
  
  5Section 2.9.
  Powers
  
  5Section 2.10.
  Action Without
  Meeting
  
  6Section 2.11.
  Compensation
  of Directors
  
  6Section
  2.12.
  Nomination
  of Director Candidates
  
  6ARTICLE
  III  COMMITTEES
  
  6Section
  3.1.
  Committees
  of the Board of Directors
  
  6Section 3.2.
  Conduct of Business
  
  7ARTICLE
  IV  OFFICERS
  
  7Section 4.1.
  Generally
  
  7Section 4.2.
  Chairman of the
  Board
  
  7Section 4.3.
  Chief Executive
  Officer
  
  8Section 4.4.
  President
  
  8Section 4.5.
  Chief Operating
  Officer
  
  8Section 4.6.
  Vice President
  
  8Section 4.7.
  Chief Financial
  Officer
  
  9Section 4.8
  Secretary
  
  9Section 4.9
  Delegation of
  Authority
  
  9Section 4.10.
  Removal
  
  9Section
  4.11.
  Action
  With Respect to Securities of Other Corporations
  
  9ARTICLE V  STOCK
  
  10  i 
    Section 5.1.
  Certificates of
  Stock
  
  10Section 5.2.
  Transfers of Stock
  
  10Section 5.3.
  Record
  Date
  
  10Section
  5.4.
  Lost,
  Stolen or Destroyed Certificates
  
  11Section 5.5.
  Regulations
  
  11ARTICLE
  VI  NOTICES
  11Section 6.1.
  Notices
  
  11Section 6.2.
  Waivers
  
  11ARTICLE VII  MISCELLANEOUS
  
  11Section 7.1.
  Facsimile Signatures
  
  11Section 7.2.
  Corporate Seal
  
  12Section
  7.3.
  Reliance
  Upon Books, Reports and Records
  
  12Section 7.4.
  Fiscal
  Year
  
  12Section 7.5.
  Time Periods
  
  12ARTICLE
  VIII  INDEMNIFICATION OF DIRECTORS AND
  OFFICERS
  
  12Section 8.1.
  Right to
  Indemnification
  
  12Section
  8.2.
  Right of
  Claimant to Bring Suit
  
  13Section
  8.3.
  Indemnification
  of Employees and Agents
  
  13Section 8.4.
  Non-Exclusivity
  of Rights
  
  14Section 8.5.
  Indemnification
  Contracts
  
  14Section 8.6.
  Insurance
  
  14Section 8.7.
  Effect of Amendment
  
  14Section 8.8.
  Savings Clause
  
  14ARTICLE
  IX  AMENDMENTS
  
  14  ii 
   BYLAWS OF 3Com CORPORATION   ARTICLE I STOCKHOLDERS  Section 1.1.            Annual Meeting.  An annual meeting of the
stockholders of 3Com Corporation (the Corporation), for the election of
directors and for the transaction of such other business as may properly come
before the meeting, shall be held at such place, on such date, and at such time
as the Board of Directors shall each year fix, which date shall be within
thirteen months after the organization of the Corporation or after its last
annual meeting of stockholders.  Section 1.2.            Special Meetings.  Special meetings of the
stockholders, for any purpose or purposes prescribed in the notice of the
meeting, may be called by (a) the Board of Directors pursuant to a
resolution adopted by a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously authorized directorships
at the time any such resolution is presented to the Board for adoption),
(b) the Chairman of the Board, (c) the President or (d) the
holders of shares entitled to cast not less than twenty percent (20%) of the
votes at the meeting, and shall be held at such place, on such date, and at
such time as they shall fix.  Business
transacted at special meetings shall be confined to the purpose or purposes
stated in the notice.  Section 1.3.            Notice of Meetings.  Written notice of the place,
date, and time of all meetings of the stockholders shall be given, not less
than ten (10) nor more than sixty (60) days before the date on which the
meeting is to be held, to each stockholder entitled to vote at such meeting,
except as otherwise provided herein or required by law (meaning, here and
hereinafter, as required from time to time by the Delaware General Corporation
Law or the Certificate of Incorporation of the Corporation).  When a meeting is adjourned to
another place, date or time, written notice need not be given of the adjourned
meeting if the place, date and time thereof are announced at the meeting at
which the adjournment is taken; provided, however, that if the date of any
adjourned meeting is more than thirty (30) days after the date for which the
meeting was originally noticed, or if a new record date is fixed for the
adjourned meeting, written notice of the place, date, and time of the adjourned
meeting shall be given in conformity herewith. 
At any adjourned meeting, any business may be transacted which might have
been transacted at the original meeting.  1 
   Section 1.4.            Quorum.  At any meeting of the
stockholders, the holders of a majority of all of the shares of the stock
entitled to vote at the meeting, present in person or by proxy, shall
constitute a quorum for all purposes, unless or except to the extent that the
presence of a larger number may be required by law or by the Certificate of
Incorporation.  If a quorum shall fail to attend
any meeting, the chairman of the meeting or the holders of a majority of the
shares of stock entitled to vote who are present, in person or by proxy, may
adjourn the meeting to another place, date, or time.  If a notice of any adjourned
special meeting of stockholders is sent to all stockholders entitled to vote
thereat, stating that it will be held with those present constituting a quorum,
then except as otherwise required by law, those present at such adjourned
meeting shall constitute a quorum, and all matters shall be determined by a
majority of the votes cast at such meeting.  Section 1.5.            Organization.  Such person as the Board of
Directors may have designated or, in the absence of such a person, the
President of the Corporation or, in his absence, such person as may be chosen
by the holders of a majority of the shares entitled to vote who are present, in
person or by proxy, shall call to order any meeting of the stockholders and act
as chairman of the meeting.  The
secretary of the meeting shall be such person as the chairman appoints.  Section 1.6.            Conduct of Business.  The chairman of any meeting of
stockholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him in order.  Section 1.7.            Notice of Stockholder Business.  At an annual or special meeting
of the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting.  To
be properly brought before a meeting, business must be (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (b) properly brought before the meeting by or
at the direction of the Board of Directors, or (c) properly brought before an
annual meeting by a stockholder and if, and only if, the notice of a special
meeting provides for business to be brought before the meeting by stockholders,
properly brought before the special meeting by a stockholder.  For business to be properly brought before a
meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation.  To be timely, a stockholders notice must be delivered to or mailed
and received at the principal offices of the Corporation no later than
(i) in the case of an annual meeting, ninety (90) days before the
anticipated date of the next annual meeting, under the assumption that the next
annual meeting will occur on the same calendar day as the day of the most recent
annual meeting, and (ii) in the case of a special meeting, ten (10)
days prior to date of such meeting.  A
stockholders notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual or special meeting (1) a
brief description of the business desired to be brought before the annual or
special meeting and the reasons for conducting such business at the annual or
special meeting, (2) the name and address, as they appear on the
Corporations books, of the stockholder proposing such business,  2 
   (3) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder, and (4) any material interest of the stockholder in such
business.  Notwithstanding anything in
the Bylaws to the contrary, no business shall be conducted at an annual or
special meeting except in accordance with the procedures set forth in this
Section 1.7.  The chairman of an
annual or special meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Section 1.7, and if he should so
determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.  Section 1.8.            Proxies and Voting.  At any meeting of the
stockholders, every stockholder entitled to vote may vote in person or by proxy
authorized by an instrument in writing filed in accordance with the procedure
established for the meeting.  Each stockholder shall have one
vote for every share of stock entitled to vote which is registered in his name
on the record date for the meeting, except as otherwise provided herein or
required by law.  All voting, including on the
election of directors, and except where otherwise required by law, may be by a
voice vote; provided, however, that upon demand therefor by a stockholder
entitled to vote or by his proxy, a stock vote shall be taken.  Every stock vote shall be taken by ballots,
each of which shall state the name of the stockholder or proxy voting and such
other information as may be required under the procedure established for the
meeting.  Every vote taken by ballots
shall be counted by an inspector or inspectors appointed by the chairman of the
meeting.  All elections shall be
determined by a plurality of the votes cast, and except as otherwise required
by law or the Certificate of Incorporation or the Bylaws of this Corporation,
all other matters shall be determined by a majority of the votes cast.  Section
1.9.            Stock List.  A complete list of stockholders
entitled to vote at any meeting of stockholders, arranged in alphabetical order
for each class of stock and showing the address of each such stockholder and
the number of shares registered in his name, shall be open to the examination
of any such stockholder, for any purpose germane to the meeting, during
ordinary business hours for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or if not so specified, at the
place where the meeting is to be held.  The stock list shall also be
kept at the place of the meeting during the whole time thereof and shall be
open to the examination of any such stockholder who is present.  This list shall presumptively determine the
identity of the stockholders entitled to vote at the meeting and the number of
shares held by each of them.  3 
   Section 1.10.          Stockholder Action by Written
Consent.  An action which may be taken at
any annual or special meeting of stockholders may be taken without a meeting
and without prior notice, if a consent in writing, setting forth the actions so
taken, is signed by the holders of outstanding shares having not less than the
minimum number of votes which would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.  All such consents shall be
filed with the Secretary of the Corporation and shall be maintained in the
corporate records.  Prompt notice of the
taking of a corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.   ARTICLE II  BOARD OF DIRECTORS  Section 2.1.            Number and Term of Office.  The authorized number of
directors of this corporation shall be not less than seven (7) nor more than
thirteen (13). The exact number of directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors.  Section 2.2.            Vacancies and Newly Created
Directorships  Subject to the rights of the
holders of any series of Preferred Stock then outstanding, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, or other cause (other than removal from office by
a vote of the stockholders) may be filled only by a majority vote of the
directors then in office, though less than a quorum, and directors so chosen
shall hold office for a term expiring at the next annual meeting of
stockholders.  No decrease in the number
of directors constituting the Board of Directors shall shorten the term of any
incumbent director.  Section
2.3.            Removal.  Subject to the rights of the
holders of any series of Preferred Stock then outstanding, any director, or the
entire Board of Directors, may be removed from office at any time, with or
without cause, but only by the affirmative vote of the holders of at least a
majority of the voting power of the then outstanding shares of stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.  Vacancies
in the Board of Directors resulting form such removal may be filled by
(i) a majority of the directors then in office, though less than a quorum,
or (ii) the stockholders at a special meeting of the stockholders properly
called for that purpose, by the vote of the holders of a plurality of the
shares entitled to vote at such special meeting.  Directors so chosen shall hold office until the next annual
meeting of stockholders.  4 
   Section 2.4             Regular Meetings.  Regular meetings of the Board of
Directors shall be held at such place or places, on such date or dates, and at
such time or times as shall have been established by the Board of Directors and
publicized among all directors.  A
notice of each regular meeting shall not be required.  Section 2.5.            Special Meetings.  Special meetings of the Board of
Directors may be called by a majority of the directors then in office (rounded
up to the nearest whole number), by the Chairman of the Board or by the
President and shall be held at such place, on such date, and at such time as
they or he shall fix.  Notice of the
place, date, and time of each such special meeting shall be given to each
director who does not waive the right to a notice by (i) mailing written
notice not less than five (5) days before the meeting, (ii) sending notice
one (1) day before the meeting by an overnight courier service and two (2) days
before the meeting if by overseas courier service, or (iii) by
telephoning, telecopying, telegraphing or personally delivering the same not
less than twenty-four (24) hours before the meeting.  Unless otherwise indicated in the notice thereof, any and all
business may be transacted at a special meeting.  Section
2.6.            Quorum.  At any meeting of the Board of
Directors, a majority of the total number of authorized directors shall constitute
a quorum for all purposes.  If a quorum
shall fail to attend any meeting, a majority of those present may adjourn the
meeting to another place, date, or time, without further notice or waiver
thereof.  Section 2.7.            Participation in Meetings by
Conference Telephone.  Members of the Board of
Directors, or of any committee of the Board of Directors, may participate in a
meeting of such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and such participation shall constitute presence in
person at such meeting.  Section 2.8.            Conduct of Business.  At any meeting of the Board of
Directors, business shall be transacted in such order and manner as the Board
may from time to time determine, and all matters shall be determined by the
vote of a majority of the directors present, except as otherwise provided
herein or required by law.  Section
2.9.            Powers.  The Board of Directors may,
except as otherwise required by law, exercise all such powers and do all such
acts and things as may be exercised or done by the Corporation, including,
without limiting the generality of the foregoing, the unqualified power:  (1)                 To declare dividends from time to time in accordance
with law;  (2)                 To purchase or otherwise acquire any property,
rights or privileges on such terms as it shall determine;  5 
   (3)                 To authorize the creation, making and issuance, in
such form as it may determine, of written obligations of every kind, negotiable
or non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;  (4)                 To remove any officer of the Corporation with or
without cause, and from time to time to pass on the powers and duties of any
officer upon any other person for the time being;  (5)                 To confer upon any officer of the Corporation the
power to appoint, remove and suspend subordinate officers, employees and
agents;  (6)                 To adopt from time to time such stock option, stock
purchase, bonus or other compensation plans for directors, officers, employees
and agents of the Corporation and its subsidiaries as it may determine;  (7)                 To adopt from time to time such insurance,
retirement, and other benefit plans for directors, officers, employees and
agents of the Corporation and its subsidiaries as it may determine; and  (8)                 To adopt from time to time regulations, not
inconsistent with these Bylaws, for the management of the Corporations
business and affairs.  Section 2.10.          Action Without Meeting.  Any action required or permitted
to be taken at any meeting of the Board of Directors may be taken without a
meeting, if all members of the Board shall individually or collectively consent
in writing to such action.  Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board.  Such action by written consent
shall have the same force and effect as a unanimous vote of such directors.  Section 2.11.          Compensation of Directors.  Directors, as such, may receive,
pursuant to resolution of the Board of Directors, fixed fees and other
compensation for their services as directors, including, without limitation,
their services as members of committees of the Board of Directors.  Section 2.12.          Nomination of Director Candidates.  Subject to any limitations
stated in the Certificate of Incorporation of this Corporation, nominations for
the election of directors may be made by the Board of Directors or a proxy
committee appointed by the Board of Directors or by any stockholder entitled to
vote in the election of directors.   ARTICLE III  COMMITTEES  Section 3.1             Committees of the Board of
Directors.  The Board of Directors, by a
vote of a majority of the whole Board, may from time to time designate one or
more committees of the Board, with such lawfully delegable powers and duties as
it  6 
   thereby confers,
to serve at the pleasure of the Board and shall, for those committees and any
others provided for herein, elect a director or directors to serve as the
member or members, designating, if it desires, other directors as alternate
members who may replace any absent or disqualified member at any meeting of the
committee.  Any committee so designated
may exercise the power and authority of the Board of Directors to declare a
dividend, to authorize the issuance of stock or to adopt a certificate of
ownership and merger if the resolution which designates the committee or a
supplemental resolution of the Board of Directors shall so provide.  In the absence or disqualification of any
member of any committee and any alternate member in his place, the member or
members of the committee present at the meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may by unanimous vote
appoint another member of the Board of Directors to act at the meeting in the
place of the absent or disqualified member.  Section 3.2.            Conduct of Business.  Each committee may determine the
procedural rules for meeting and conducting its business and shall act in
accordance therewith, except as otherwise provided herein or required by
law.  Adequate provision shall be made
for notice to members of all meetings; one-half of the authorized members shall
constitute a quorum unless the committee shall consist of one or two members,
in which event all members of the committee shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present.  Action may be taken by any committee without
a meeting if all members thereof consent thereto in writing.  Such written consent or consents shall be
filed with the minutes of the proceedings of such committee.   ARTICLE IV  OFFICERS  Section 4.1.            Generally.  The officers of the Corporation
shall consist of a President, a Secretary and a Chief Financial Officer.  The Corporation may also have, at the
discretion of the Board of Directors, a Chairman of the Board, a Chief Executive
Officer, a Chief Operating Officer, a President, one or more Vice Presidents, a
Treasurer, one or more Assistant Secretaries, one or more Assistant Treasurers,
and such other officers as may from time to time be appointed by the Board of
Directors.  Officers shall be elected by
the Board of Directors, which shall consider that subject at its first meeting
after every annual meeting of stockholders. 
Each officer shall hold office at the pleasure of the Board, until his
or her successor is elected and qualified or until his or her earlier resignation
or removal.  Any number of offices may
be held by the same person.  Section 4.2.            Chairman of the Board.  The Chairman of the Board, if
there shall be such an officer, shall, if present, preside at all meetings of
the Board of Directors, and exercise and perform such other powers and duties
as may be from time to time assigned to him or her by the Board of Directors or
as provided by these Bylaws.  7 
   Section 4.3.            Chief Executive Officer.  Subject to such supervisory
powers, if any, as may be given by the Board of Directors to the Chairman of
the Board, if there be such an officer, the Chief Executive Officer (the CEO)
shall perform the duties normally expected of a chief executive officer and
shall, subject only to the higher authority and control of the Board of
Directors, have primary responsibility for general supervision, direction and
control of the business (including long-term strategy and policy) and of the
other officers, employees and agents of the Corporation.  The CEO shall preside at all meetings of the
stockholders.  He or she shall be an
ex-officio member of all the standing committees including the executive committee,
if any, shall have the general powers and duties of management usually vested
in the office of chief executive officer of a corporation, and shall have such
other powers and duties as may be prescribed by the Board of Directors or these
Bylaws.  The CEO shall have power to
sign all stock certificates, contracts and other instruments of the Corporation
that are authorized by the Board of Directors.  Section 4.4.            President.  Subject to such supervisory
powers, if any, as may be given by the Board of Directors to the Chairman of
the Board and the CEO, if there be such officers, the President shall be the
general manager of the Corporation and shall, subject to the control of the
Board of Directors and the powers of the CEO, have general day-to-day
supervision, direction and control of the business and other officers (other
than the Chairman of the Board, the CEO and the CEOs staff), employees and
agents of the Corporation.  In the
absence of the CEO, the President shall have all of the powers of the CEO (as
enumerated in Section 4.3 hereof) and shall preside at all meetings of the
stockholders.  The President shall have
the general powers and duties of management usually vested in the office of
president of a corporation, and shall have such other powers and duties as may
be prescribed by the CEO, the Board of Directors or these Bylaws.  The President shall have power to sign all
stock certificates, contracts and other instruments of the Corporation that are
authorized by the Board of Directors.  Section 4.5.            Chief Operating Officer.  Subject to such supervisory
powers, if any, as may be given by the Board of Directors to the Chairman of
the Board, the Chief Executive Officer and the President, if there be such
officers, the Chief Operating Officer (the COO) shall be responsible for
implementing on an operational basis the strategy and policies of the
Corporation (as set by the Board of Directors and the CEO) and shall, subject
to the control of the Board of Directors and the powers of the CEO and the
President, have general day-to-day supervision, direction and control of the business
and other officers (other than the Chairman of the Board, the CEO and the
President, and their respective staffs), employees and agents of the
Corporation. The COO shall have the general powers and duties of management
usually vested in the office of a chief operating officer or general manager of
operations of a corporation, and shall have such other powers and duties as may
be prescribed by the CEO, the President, the Board of Directors or these
Bylaws.  The COO shall have power to
sign all stock certificates, contracts and other instruments of the Corporation
that are authorized by the Board of Directors.  Section 4.6.            Vice President.  In the absence or disability of
the CEO, the President and the COO, the Vice Presidents, if any, in order of
their rank as fixed by the Board of Directors, or, if not ranked, the Vice
President designated by the Board of Directors, shall perform the duties of the
CEO, President or COO, as the case may be, and when so acting shall have all
the powers of, and be subject to all the restrictions upon, the CEO, President
or COO, as the case may be.  The Vice
Presidents, if any, shall have such other powers and 8 
  perform such other duties as
from time to time may be prescribed for them by the Board of Directors or these
Bylaws.  Section 4.7.            Chief Financial Officer.  The Chief Financial Officer (the
CFO) shall keep and maintain, or cause to be kept and maintained, adequate
and correct financial books and records of account of the Corporation in
written form or any other form capable of being converted into written form.  The CFO shall deposit all monies
and other valuables in the name and to the credit of the Corporation with such
depositories as may be designated by the Board of Directors.  The CFO shall disburse all funds of the
Corporation as may be ordered by the Board of Directors, shall render to the
CEO, the President and the Board of Directors, whenever they or any of them
request it, an account of all of his or her transactions as CFO and of the
financial condition of the Corporation, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or by
these Bylaws.  Section 4.8.            Secretary.  The Secretary shall keep, or cause
to be kept, a book of minutes in written form of the proceedings of the Board
of Directors, committees of the Board and stockholders.  Such minutes shall include all waivers of
notice, consents to the holding of meetings and approvals of the minutes of
meetings executed pursuant to these Bylaws or the Delaware General Corporation
Law.  The Secretary shall keep, or cause
to be kept, at the principal executive office or at the office of the
Corporations transfer agent or registrar, a record of its stockholders, giving
the names and addresses of all stockholders and the number and class of shares
held by each.  The Secretary shall give, or
cause to be given, notice of all meetings of the stockholders and of the Board
of Directors required by these Bylaws or by law to be given, and shall keep the
seal of the Corporation in safe custody, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or
these Bylaws.  Section
4.9.            Delegation of Authority.  The Board of Directors may from time to time delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any
provision hereof.  Section 4.10.          Removal.  Any officer of the Corporation
may be removed at any time, with or without cause, by the Board of Directors.  Section 4.11.          Action With Respect to Securities
of Other Corporations.  Unless otherwise directed by the
Board of Directors, the CEO, the President, the COO and any officer of the
Corporation authorized by the CEO shall have power to vote and otherwise act on
behalf of the Corporation, in person or by proxy, at any meeting of
stockholders of or with respect to any action of stockholders of any other
corporation in which this Corporation may hold securities and otherwise to 9 
   exercise any and all rights and powers that this
Corporation may possess by reason of its ownership of securities in such other
corporation.   ARTICLE V  STOCK  Section 5.1.            Certificates of Stock.  Each stockholder shall be
entitled to a certificate signed by, or in the name of the Corporation by, the
President or a Vice President, and the Secretary, an Assistant Secretary or the
Chief Financial Officer, certifying the number of shares owned by him or her.  Any or all the signatures on the certificate
may be facsimile.  Section 5.2.            Transfers of Stock.  Transfers of stock shall be made
only upon the transfer books of the Corporation kept at an office of the
Corporation or by transfer agents designated to transfer shares of the stock of
the Corporation.  Except where a
certificate is issued in accordance with Section 5.4 of these Bylaws, an
outstanding certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor.  Section
5.3.            Record Date.  The Board of Directors may fix a
record date, which shall not be more than sixty (60) nor fewer than ten (10)
days before the date of any meeting of stockholders, nor more than sixty (60)
days prior to the time for the other action hereinafter described, as of which
there shall be determined the stockholders who are entitled:  to notice of or to vote at any meeting of
stockholders or any adjournment thereof; to express consent to corporate action
in writing without a meeting; to receive payment of any dividend or other
distribution or allotment of any rights; or to exercise any rights with respect
to any change, conversion or exchange of stock or with respect to any other
lawful action.  10 
   Section
5.4.            Lost, Stolen or
Destroyed Certificates.  In the event of the loss, theft
or destruction of any certificate of stock, another may be issued in its place
pursuant to such regulations as the Board of Directors may establish concerning
proof of such loss, theft or destruction and concerning the giving of a
satisfactory bond or bonds of indemnity.  Section
5.5.            Regulations.  The issue, transfer, conversion
and registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.   ARTICLE VI  NOTICES  Section
6.1.            Notices.  Except as otherwise specifically
provided herein or required by law, all notices required to be given to any
stockholder, director, officer, employee or agent shall be in writing and may
in every instance be effectively given by hand delivery to the recipient
thereof, by depositing such notice in the mails, postage paid, or by sending
such notice by prepaid telegram, mailgram or commercial courier service.  Any such notice shall be addressed to such
stockholder, director, officer, employee or agent at this last known address as
the same appears on the books of the Corporation.  The time when such notice is received by such stockholder, director,
officer, employee or agent, or by any person accepting such notice on behalf of
such person, if hand delivered, or dispatched, if delivered through the mails
or by telegram, courier or mailgram, shall be the time of the giving of the
notice.  Section
6.2.            Waivers.  A written waiver of any notice,
signed by a stockholder, director, officer, employee or agent, whether before
or after the time of the event for which notice is to be given, shall be deemed
equivalent to the notice required to be given to such stockholder, director,
officer, employee or agent.  Neither the
business nor the purpose of any meeting need be specified in such a
waiver.  Attendance of a person at a
meeting shall constitute a waiver of notice for such meeting, except when the person
attends a meeting for the express purpose of objecting, and does in fact
object, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.   ARTICLE VII  MISCELLANEOUS  Section 7.1.            Facsimile Signatures.  In addition to the provisions
for use of facsimile signatures elsewhere specifically authorized in these
Bylaws, facsimile signatures of any officer or officers of the Corporation may
be used whenever and as authorized by the Board of Directors or a committee
thereof.  11 
   Section 7.2.            Corporate Seal.  The Board of Directors may
provide a suitable seal, containing the name of the Corporation, which seal
shall be in the charge of the Secretary. 
If and when so directed by the Board of Directors or a committee
thereof, duplicates of the seal may be kept and used by the Chief Financial
Officer or by an Assistant Secretary or other officer designated by the Board
of Directors.  Section 7.3.            Reliance Upon Books, Reports and Records.  Each director, each member of
any committee designated by the Board of Directors, and each officer of the
Corporation shall, in the performance of his duties, be fully protected in
relying in good faith upon the books of account or other records of the
Corporation, including reports made to the Corporation by any of its officers,
by an independent certified public accountant, or by an appraiser.  Section
7.4.            Fiscal Year.  The fiscal year of the
Corporation shall be as fixed by the Board of Directors.  Section
7.5.            Time Periods.  In applying any provision of
these Bylaws which require that an act be done or not done a specified number
of days prior to an event or that an act be done during a period of a specified
number of days prior to an event, calendar days shall be used, the day of the
doing of the act shall be excluded, and the day of the event shall be included.   ARTICLE VIII  INDEMNIFICATION OF
DIRECTORS AND OFFICERS  Section 8.1.            Right to Indemnification.  Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(Proceeding), by reason of the fact that he or she, or a person of whom he or
she is the legal representative, is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such Proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the General Corporation Law of Delaware, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said Law permitted the Corporation to
provide prior to such amendment) against all expenses, liability and loss
(including attorneys fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith and such indemnification shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and administrators; provided,
however, that, except as provided in Section 8.2, the Corporation
shall indemnify any such person seeking   12 
   indemnity in
connection with a Proceeding (or part thereof) initiated by such person only if
such Proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.  Such right shall be a
contract right and shall include the right to be paid by the Corporation
expenses incurred in defending any such Proceeding in advance of its final
disposition; provided, however, that, if required by the General
Corporation Law of Delaware, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of such Proceeding, shall be
made only upon delivery to the Corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if it should be
determined ultimately that such director or officer is not entitled to be
indemnified under this Section or otherwise.  Any indemnification as provided
herein (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of a
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in the General Corporation
Law of Delaware.  Such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, or (2) 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, or (3) by the stockholders.  Section 8.2.            Right of Claimant to Bring Suit.  If a claim under
Section 8.1 is not paid in full by the Corporation within ninety (90) days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any Proceeding in advance of its final disposition where the required
undertaking, if any, has been tendered to the Corporation) that the claimant
has not met the standards of conduct which make it permissible under the
General Corporation Law of Delaware for the Corporation to indemnify the
claimant for the amount claimed. 
Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the General Corporation Law of
Delaware, nor an actual determination by the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) that the claimant
has not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that claimant has not met the applicable
standard of conduct.  Section 8.3.            Indemnification of Employees and
Agents.  The Corporation may, to the
extent authorized from time to time by the Board of Directors, grant rights to
indemnification, and to the advancement of related expenses, to any employee or
agent of the Corporation to the fullest extent of the provisions of this
Article with respect to the indemnification of and advancement of expenses to
directors and officers of the Corporation.   13 
   Section
8.4.            Non-Exclusivity of
Rights.  The rights conferred on any
person by Sections 8.1, 8.2 and 8.3 shall not be exclusive of any other
right which such persons may have or hereafter acquire under any statute,
provisions of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.  Section 8.5.            Indemnification Contracts.  The Board of Directors is
authorized to enter into a contract with any director, officer, employee or
agent of the Corporation, or any person serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including employee
benefit plans, providing for indemnification rights equivalent to those
provided for in this Article VIII.  Section
8.6.            Insurance.  The Corporation may maintain
insurance, at its expense, to protect itself and any such director, officer,
employee or agent of the Corporation or another corporation, partnership, joint
venture trust or other enterprise against any such expense, liability or loss,
whether or not the Corporation would have the power to indemnify such person
against such expenses, liability or loss under Delaware General Corporation
Law.  Section 8.7.            Effect of Amendment.  Any amendment, repeal or
modification of any provision of this Article VIII by the stockholders or
the directors of the Corporation shall not adversely affect any right or
protection of a director or officer of the Corporation existing at the time of
such amendment, repeal or modification.  Section 8.8.            Savings Clause.  If this Article or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each director,
officer, employee and agent of the Corporation as to costs, charges and
expenses (including attorneys fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article that shall not have been invalidated and to the fullest
extent permitted by applicable law.   ARTICLE IX  AMENDMENTS  The Board of Directors is
expressly empowered to adopt, amend, alter or repeal Bylaws of the Corporation,
subject to the right of the stockholders to adopt, amend, alter or repeal the
Bylaws of the Corporation.  Any
adoption, amendment or repeal of Bylaws of the Corporation by the Board of
Directors shall require the approval of a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any resolution providing for adoption, amendment or
repeal is presented to the Board).  The
stockholders shall also have power to adopt, amend, alter or repeal the Bylaws
of the Corporation.   14