EXHIBIT 3.4


                                     BYLAWS

                                       OF

                            UIL HOLDINGS CORPORATION


                             --------------------

                                   ARTICLE I.

                                    OFFICES.


SECTION 1.  PRINCIPAL  OFFICE.  The  location  of  the  principal  office of the
Corporation  shall be in the Town of New Haven County of New Haven in the State
of Connecticut.

SECTION 2. OTHER OFFICES.  The  Corporation  may also have other offices at such
other  places  within  or  without  the  State of  Connecticut  as the  Board of
Directors or the President may from time to time determine or as the business of
the Corporation may require.


                                   ARTICLE II.

                             MEETINGS OF SHAREOWNERS.


SECTION 1. ANNUAL MEETING.  The annual meeting of the shareowners  shall be held
at the principal  office of the Corporation in the State of  Connecticut,  or at
such other place as the Board of Directors or the  President may  determine,  on
the  first  Wednesday  of April  in each  year,  unless  another  date  shall be
designated by the Board of  Directors,  in which case such meeting shall be held
on the date so designated,  for the purpose of electing a Board of Directors and
for the  transaction  of any other  business  that may  legally  come before the
meeting.

SECTION 2. SPECIAL  MEETINGS.  Special meetings of the shareowners may be called
at any  time  by  the  President,  or in his  absence  or  disability  by a Vice
President,  and shall be  called on the  request  in  writing  or by a vote of a
majority of the Board of Directors or upon the written request of the holders of
not less than 35 percent of the voting  power of all shares  entitled to vote at
the  meeting.  Special  meetings  of the  shareowners  may be held at such place
within the State of  Connecticut  as is  specified in the notice or call of such
meeting.

SECTION 3. NOTICE OF  MEETINGS.  A written or printed  notice of each meeting of
shareowners,  stating  the place,  day and hour of the  meeting  and the general
purpose or purposes for which it is called, shall be mailed, postage prepaid, by
or at the direction of the Secretary,  to each

<PAGE>

shareowner  of  record  entitled  to  vote  at such  meeting,  addressed  to the
shareowner at the  shareowner's  last known post office address as last shown on
the stock records of the Corporation, not less than ten days nor more than sixty
days before the date of the meeting.

SECTION 4. QUORUM.  At any meeting of the shareowners,  the owners of a majority
of the voting  power of the  shares  entitled  to vote,  present in person or by
proxy, shall constitute a quorum for such meeting, except as otherwise expressly
provided by statute,  the  Certificate of  Incorporation  of the  Corporation or
these Bylaws. In the absence of a quorum, the owners of a majority of the voting
power of the shares entitled to vote, present in person or by proxy, may adjourn
the  meeting  to a new date,  time or place,  from time to time,  not  exceeding
thirty  days at any one  time,  without  further  notice,  until a quorum  shall
attend,  and  thereupon  any  business  may be  transacted  that might have been
transacted at the meeting as originally called.

Except  where  otherwise  expressly  provided by  statute,  the  Certificate  of
Incorporation  of the  Corporation or these Bylaws,  when a quorum is present at
any duly held  meeting,  directors  shall be elected by a plurality of the votes
cast by the  owners  of the  voting  power  of  shares  entitled  to vote in the
election of directors,  and any other action to be voted on shall be approved if
the votes  favoring  the action  cast by the  owners of the voting  power of the
shares  entitled to vote on the matter exceed the votes opposing the action cast
by such shareowners.

SECTION 5.   VOTING.  Each  owner of a share  that may be voted on a  particular
subject matter at any meeting of  shareowners  shall be entitled to one vote, in
person or by proxy, for each such share standing in his name on the books of the
Corporation  on the record  date for such  meeting.  All voting at  meetings  of
shareowners  shall be by voice vote,  except  that the vote for the  election of
directors  shall be by ballot and except  where a vote by ballot is  required by
law or is determined to be appropriate by the officer presiding at such meeting.

SECTION 6. INSPECTORS OF PROXIES AND TELLERS.  The Board of Directors or, in the
absence of action by the Board of Directors, the President or, in the absence or
disability of the President, the chairman of the meeting may appoint two persons
(who may be officers or employees of the  Corporation) to serve as Inspectors of
Proxies  and the same  persons  or two other  persons  (who may be  officers  or
employees of the Corporation) to serve as Tellers at any meeting of shareowners.
The  determination  by such  persons of the validity of proxies and the count of
shares voted shall be final and binding on all shareowners.


                                  ARTICLE III.

                                   DIRECTORS.


SECTION 1. GENERAL POWERS. The property, affairs and business of the Corporation
shall be managed by its Board of Directors, which may exercise all the powers of
the  Corporation  except such as are by law or statute or by the  Certificate of
Incorporation of the Corporation or by these Bylaws expressly  conferred upon or
reserved to the shareowners.



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<PAGE>

SECTION 2.   NUMBER AND TERM OF OFFICE.  The  number of  directorships  shall be
twelve.  Directors shall be elected to hold office until the next annual meeting
of the  shareowners  and until  their  successors  shall have been  elected  and
qualified.

SECTION 3. VACANCIES.  Subject to the provisions of the second paragraph of this
Section, in case of any vacancy among the directors through death,  resignation,
disqualification,  failure of the  shareowners to elect as many directors as the
number of  directorships  fixed by Section 2 of this  Article  III, or any other
cause except the removal of a director,  the directors in office,  although less
than a quorum,  by the affirmative vote of the majority of such other directors,
or the sole  director  in office if there be only  one,  may fill such  vacancy;
provided that the shareowners entitled to vote may also fill any such vacancy.

If any such  vacancy  occurs in respect of a  director  elected by a  particular
class of shares voting as a class,  and if such class is still  entitled to fill
such  directorship,  the  remaining  directors  elected  by such  class,  by the
affirmative  vote  of a  majority  of  such  remaining  directors,  or the  sole
remaining  director  so  elected  if there be only one,  may fill such  vacancy;
provided the shareowners of such class may also fill any such vacancy.

The  resignation of a director shall be effective at the time specified  therein
and, unless otherwise  specified therein,  the acceptance of a resignation shall
not be necessary to make it effective.

SECTION 4. REMOVAL OF DIRECTORS.  Any director may be removed from office either
with or without cause at any time,  and another  person may be elected in his or
her stead to serve for the  remainder of his or her term at any special  meeting
of the  shareowners  called for the  purpose,  by vote of a majority  of all the
shares outstanding and entitled to vote.

SECTION 5. PLACE OF MEETING.  The directors may hold their meetings and have one
or more  offices and keep the books of the  Corporation  (except as otherwise at
any time may be provided  by law or  statute) at such place or places  within or
without the State of Connecticut as the Board of Directors may from time to time
determine.

SECTION 6.  ORGANIZATION  MEETINGS  OF THE  BOARD.  The newly  elected  Board of
Directors  may  meet  for the  purpose  of  organization,  for the  election  of
officers,  and for the transaction of other business,  immediately following the
adjournment of the annual  meeting of the  shareowners or at such other time and
place  as shall be fixed by the  shareowners  at the  annual  meeting,  and if a
quorum be then present no prior  notice of such meeting  shall be required to be
given to the directors. The time and place of such organization meeting may also
be fixed by written consent of the newly elected directors, or such organization
meeting may be called by the President upon reasonable notice.

SECTION 7. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be
held at such times and places within or without the State of  Connecticut as the
Board of Directors shall from time to time designate.



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<PAGE>

SECTION 8. SPECIAL  MEETINGS.  Special meetings of the Board of Directors may be
called at any time by the Chairman of the Board of  Directors  (if one there be)
or by the President or, in the absence or disability of the President, by a Vice
President,  or by a  majority  of the  directors,  and shall be called  upon the
written request of two directors. Special meetings of the Board shall be held at
such  place,  either  within or without  the State of  Connecticut,  as shall be
specified in the call of the meeting.

SECTION 9. NOTICE OF  MEETINGS.  The  Secretary  of the  Corporation  shall give
reasonable notice to each director of each regular or special meeting, either by
mail, telegraph, telefax, electronic mail, telephone or personally, which notice
shall state the time and place of the meeting.

SECTION 10. QUORUM. A majority of the number of directorships shall constitute a
quorum for the  transaction  of  business,  except where  otherwise  provided by
statute or by these  Bylaws,  but a majority of those  present at any regular or
special meeting,  if there be less than a quorum, may adjourn the same from time
to time  without  notice  until a quorum be had.  The act of a  majority  of the
directors  present at any meeting at which there is a quorum shall be the act of
the Board of  Directors,  except as  otherwise  may be provided by statute or by
these Bylaws.

SECTION 11.   COMPENSATION  OF  DIRECTORS.  The Board of  Directors  shall  have
authority to fix the  compensation  of directors and of members of committees of
the  directors,   including  reasonable  allowances  for  expenses  incurred  in
connection with their duties.

SECTION 12.  ACTION  WITHOUT  MEETING.  If  all of the  directors  severally  or
collectively  consent  in  writing  to any  action  taken  or to be taken by the
Corporation,  and the  number of such  directors  constitutes  a quorum for such
action,  such action  shall be as valid  corporate  action as though it had been
authorized at a meeting of the Board of Directors. The Secretary shall file each
such consent with the minutes of the meetings of the Board of Directors.


                                   ARTICLE IV.

                      EXECUTIVE COMMITTEE AND OTHER COMMITTEES.


SECTION 1.  APPOINTMENT.  The Board of Directors,  by resolution  adopted by the
affirmative  vote of  directors  holding a majority  of the  directorships,  may
appoint an Executive  Committee,  consisting of four or more  directors,  one of
whom shall be the Chairman of the Board of Directors  (if one there be) to serve
during the pleasure of the Board, and may fill vacancies in such committee.  The
Executive  Committee  shall have and may  exercise  all of the  authority of the
Board of  Directors,  except as otherwise may be provided by statute or by these
Bylaws.

SECTION 2. MINUTES.  The Executive  Committee  shall keep regular minutes of its
proceedings and report the same to the Board of Directors.



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<PAGE>

SECTION 3. OTHER COMMITTEES.  The Board of Directors,  by resolution  adopted by
the affirmative vote of directors holding a majority of the directorships, shall
appoint an Audit  Committee  and may appoint any other  committee or  committees
consisting  of two or more  directors to serve during the pleasure of the Board,
which  committees  shall have and may  exercise  such  authority of the Board of
Directors as shall be provided in such resolution.


                                   ARTICLE V.

                         OFFICERS, AGENTS AND ATTORNEYS.


SECTION 1. EXECUTIVE  OFFICERS.  The executive officers of the Corporation shall
be a Chairman of the Board of Directors, if the Board of Directors so determine,
and a President,  one or more Vice Presidents,  a Secretary and a Treasurer, all
of whom shall be elected by the Board of  Directors.  The Board of Directors may
also appoint such  additional  officers,  including,  but not limited to, one or
more Assistant Secretaries and Assistant Treasurers, as in their judgment may be
necessary,  who shall have  authority to perform such duties as may from time to
time be  designated  by the Board of Directors or by the  President.  Any two of
said offices may be held by the same  person,  except that the same person shall
not be President and a Vice President.

SECTION 2.  POWERS AND DUTIES OF THE  CHAIRMAN  OF THE BOARD OF  DIRECTORS.  The
Chairman of the Board of Directors  (if one there be) when present shall preside
at all  meetings of the Board of  Directors  and of the  shareowners.  He or she
shall have such powers and shall perform such duties as may from time to time be
assigned to him by the Board of Directors.

If so  designated  by the  Board of  Directors,  the  Chairman  of the  Board of
Directors shall be the chief executive  officer of the Corporation and, as such,
he or she, and not the  President,  shall have and possess all of the powers and
discharge all of the duties  assigned to the  President in these Bylaws,  except
that (1) in the  absence,  disability  or death of the  Chairman of the Board of
Directors, the President shall have and possess all of such powers and discharge
all of such duties,  (2) the Board of Directors may delegate one or more of such
powers and duties to the  President,  (3) the Chairman of the Board of Directors
shall not have the power or duty of signing  certificates  for the shares of the
Corporation  and (4)  both  the  Chairman  of the  Board  of  Directors  and the
President  shall be included  among those  officers  who may act with respect to
shares  of  other  corporations  held by the  Corporation  and  who may  sign or
countersign checks,  drafts and notes of the Corporation under the provisions of
Sections 5 and 6, respectively, of Article VII of these Bylaws.

SECTION 3. POWERS AND DUTIES OF THE PRESIDENT.  The President shall be the chief
executive  officer of the Corporation  unless the Board of Directors  designates
the  Chairman of the Board of Directors  as the chief  executive  officer of the
Corporation; he or she may sign, with the Secretary or an Assistant Secretary or
the  Treasurer or an  Assistant  Treasurer,  certificates  for the shares of the
Corporation,  and  he or  she  shall  sign  and  execute,  in  the  name  of the
Corporation,  all  deeds,  mortgages,  bonds,  contracts  or  other  instruments
authorized  by the Board of  Directors,  except in


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<PAGE>

cases where the signing and execution thereof shall be delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the  Corporation;
and, in  general,  shall  perform  all the duties  incident to the office of the
President;  provided,  however,  that any or all of the powers and duties of the
President  above set forth may be delegated by the Board of Directors by vote or
by a contract of the  Corporation  approved by the Board of  Directors,  to some
other  officer,  agent or  employee  of the  Corporation.  In the absence of the
Chairman  of the Board of  Directors,  or if there  shall be no  Chairman of the
Board of Directors,  the President shall preside at all meetings of the Board of
Directors and of the shareowners.

SECTION 4. POWERS AND DUTIES OF THE VICE PRESIDENTS. In the absence,  disability
or death of the  President,  a Vice  President  shall have and  possess  all the
powers and discharge all the duties of the President, and the Board of Directors
may designate the particular Vice  President,  if more than one, thus to possess
the powers and discharge  the duties of the  President.  Any Vice  President may
also sign,  with the Secretary or an Assistant  Secretary or the Treasurer or an
Assistant Treasurer,  certificates for the shares of the Corporation,  and shall
perform  such other duties as from time to time may be assigned to him or her by
the Board of Directors or by the President.

SECTION 5.  POWERS AND DUTIES OF THE SECRETARY.  It  shall  be  the  duty of the
Secretary to act as  Secretary of all meetings of the Board of Directors  and of
the shareowners of the Corporation and keep the minutes thereof in a proper book
or books to be provided for that purpose; he shall see that all notices required
to be given by the Corporation  are duly given or served;  he may sign, with the
President or a Vice President,  certificates  for the shares of the Corporation;
he shall have the custody of the seal of the  Corporation  and, on behalf of the
Corporation,  he may attest and affix the corporate seal to such  instruments as
may require the same; and he shall in general perform all of the duties incident
to the office of  Secretary,  and such other  duties as may from time to time be
assigned to him by the Board of Directors or by the President.

SECTION 6. POWERS AND DUTIES OF THE TREASURER. The Treasurer shall have the care
and custody of all the funds and  securities of the  Corporation  which may come
into his or her hands  and shall  deposit  all such  funds to the  credit of the
Corporation in such banks,  trust  companies or other  depositaries  as shall be
designated by the Board of Directors or pursuant to its authorization; he or she
shall enter,  or cause to be entered,  regularly,  in books to be kept by him or
her for that purpose,  full and adequate account of all moneys received and paid
by him or her on  account  of the  Corporation,  and  shall  render  a  detailed
statement  of his or her accounts and records to the Board of Directors as often
as it shall  require the same;  he or she may endorse for deposit or  collection
all  negotiable  instruments  requiring  endorsement  for  or on  behalf  of the
Corporation;  he or she may sign all receipts and vouchers for payments  made to
the  Corporation;  he or she may sign,  with the President or a Vice  President,
certificates for the shares of the  Corporation;  and he or she shall in general
perform  all the  duties  incident  to the office of  Treasurer,  and such other
duties  as may  from  time to time be  assigned  to him or her by the  Board  of
Directors or by the President.

SECTION 7. POWERS AND DUTIES OF ASSISTANT SECRETARY AND ASSISTANT TREASURER.  In
the absence, disability or death of the Secretary or whenever the convenience of
the Corporation shall


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<PAGE>

make it advisable,  an Assistant Secretary shall have and possess all the powers
and discharge all the duties of the Secretary; and in the absence, disability or
death of the Treasurer or whenever the convenience of the Corporation shall make
it advisable,  an Assistant  Treasurer shall have and possess all the powers and
discharge all the duties of the Treasurer.

SECTION 8. AGENTS AND ATTORNEYS. The Board of Directors may appoint such agents,
attorneys and representatives of the Corporation with such powers and to perform
such acts and duties on behalf of the  Corporation as the Board of Directors may
determine, so far as the same shall not be inconsistent with the law or statutes
of  the  State  of  Connecticut,   the  Certificate  of   Incorporation  of  the
Corporation, or these Bylaws.

SECTION 9. SALARIES. The salaries of the officers, including the Chairman of the
Board of Directors (if one there be) and the  President,  may be fixed from time
to time by the  Board of  Directors,  and no  officer  shall be  prevented  from
receiving  a salary by reason of the fact that he or she is also a  director  of
the Corporation.

SECTION 10. CERTAIN OFFICERS TO GIVE BONDS. Every officer,  agent or employee of
the Corporation who may receive, handle or disburse money for its account or who
may  have  any of the  Corporation's  property  in  his  or  her  custody  or be
responsible for its safety or preservation,  may be required,  in the discretion
of the Board of Directors or the  Executive  Committee to give bond, in such sum
and with such sureties and in such form as shall be satisfactory to the Board of
Directors or the Executive Committee, for the faithful performance of the duties
of his or her office and for the restoration to the Corporation, in the event of
his or her death,  resignation  or removal  from office,  of all books,  papers,
vouchers,  moneys and other  property of  whatsoever  kind in his or her custody
belonging to the Corporation.

SECTION 11.  REMOVAL OF  OFFICERS.  Any  officer  elected or  appointed  by  the
directors may be removed at any time,  with or without cause, by the affirmative
vote of a majority of all of the  directors,  but nothing in this Section  shall
operate  to  invalidate,  impair or  otherwise  affect any  employment  contract
entered into by the  Corporation  which contract has been authorized or ratified
by the  affirmative  vote of a majority of all the  directors.  The  election or
appointment  of an officer for a given term shall not of itself create  contract
rights.

SECTION 12.  VACANCIES.  All vacancies among the officers from whatsoever  cause
may be filled by the Board of Directors.


                                   ARTICLE VI.

                        SHARES AND CERTIFICATES FOR SHARES.


SECTION 1. CERTIFICATES OF SHARES.  Every shareowner of the Corporation shall be
entitled to a certificate or  certificates,  signed by, or, if the  certificates
are signed by a transfer agent acting on behalf of the Corporation,  bearing the
facsimile  signatures of, the President or a Vice President


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and the  Treasurer  or an Assistant  Treasurer or the  Secretary or an Assistant
Secretary,  and under the seal of the  Corporation  or with a facsimile  of such
seal affixed, certifying the number and class of shares of the Corporation owned
by such shareowner.  The names and addresses of all persons owning shares of the
Corporation,  with the  number of shares  owned by each and the date or dates of
issue of the  shares  held by  each,  shall be  entered  in books  kept for that
purpose by the proper officers or agents of the Corporation.

The  Corporation  shall be entitled to treat the owner of record of any share or
shares  as the owner in fact  thereof  and,  accordingly,  shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other  person,  whether  or not it has  actual  or other  notice
thereof,  save as expressly provided by the statutes of the State of Connecticut
or the United States of America.

SECTION 2. LOST  CERTIFICATES.  If a share  certificate  be lost,  destroyed  or
mutilated,  another may be issued in its stead upon  satisfactory  proof of such
loss,  destruction  or  mutilation  and upon the  giving of a bond of  indemnity
satisfactory to the  Corporation,  unless this  requirement be dispensed with by
the President, a Vice President,  the Treasurer, or the Board of Directors,  and
upon  compliance  with  such  other  conditions  as the Board of  Directors  may
require.

SECTION 3.  TRANSFERS.  Shares  shall be  transferable  on  the  records  of the
Corporation  by the  owner  of  record  thereof,  or by  such  owner's  attorney
thereunto duly authorized,  upon the surrender and cancellation of a certificate
or  certificates  for a like  number of shares of the same class and of the same
series  where there are more than one series in a class,  with such proof of the
authenticity  of the signature of such holder or of such attorney and such proof
of the authority of such attorney as the Corporation may require.

SECTION 4.  REGULATIONS.  The Board of Directors may make such regulations as it
may deem expedient concerning the issue, transfer and registration of shares.

SECTION 5. TRANSFER AGENT AND REGISTRAR.  The Board of Directors may appoint one
or more  transfer  agents and  registrars,  or a transfer  agent  only,  and may
require all share  certificates  to bear the signature of such a transfer agent,
and, if a registrar  shall also have been  appointed,  the  signature  of such a
registrar.

SECTION 6. RECORD DATE. The Board of Directors, by resolution, may fix a date as
the record  date for the  purpose of  determining  the  shareowners  entitled to
notice of and to vote at any meeting of shareowners or any adjournment  thereof,
or entitled to receive payment of any dividend or other distribution, or for any
other purpose, such date in any case to be not earlier than the date such action
is taken by the Board of Directors and not more than seventy days,  and, in case
of a meeting of shareowners,  not less than ten full days, immediately preceding
the  date  on  which  the  particular  event  requiring  such  determination  of
shareowners is to occur. If no record date is so fixed, the date on which notice
of a  meeting  is  mailed  shall be the  record  date for the  determination  of
shareowners  entitled  to notice of and to vote at such  meeting and the date on
which the resolution of the Board of Directors  declaring such dividend or other
distribution  is  adopted  shall be the  record  date for the  determination  of
shareowners  entitled to receive payment


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of such  dividend  or other  distribution.  Shareowners  actually of record at a
record date shall be the only  shareowners  entitled to receive  notice of or to
vote at the meeting, or receive the dividend or other distribution, or otherwise
participate in respect of the event or transaction,  to which such date relates,
except as otherwise provided by statute.


                                  ARTICLE VII.

                                 MISCELLANEOUS.


SECTION 1. SEAL. The seal of the Corporation shall be circular in form and shall
bear the name of the Corporation around the circumference and the figures "1999"
in the center.

SECTION 2. FISCAL YEAR.  The fiscal year of the  Corporation  shall end December
31st in each year, or otherwise, as the Board of Directors may determine.

SECTION 3. INSPECTION OF BOOKS. The Board of Directors shall determine from time
to time whether and, if allowed,  when and under what conditions and regulations
the  accounts  and books of the  Corporation  (except  such as may by statute be
specifically  required to be open to inspection),  or any of them, shall be open
to the  inspection  of the  shareowners,  and the  shareowners'  rights  in this
respect are and shall be restricted and limited accordingly.

SECTION 4. WAIVER OF NOTICE.  Whenever any notice of time, place, purpose or any
other  matter,  including any special  notice or form of notice,  is required or
permitted  to be given to any  person  by law or  statute,  the  Certificate  of
Incorporation,  these Bylaws or a resolution  of  shareowners  or  directors,  a
written  waiver of notice  signed by the  person  or  persons  entitled  to such
notice,  whether before or after the time stated therein, shall be equivalent to
the giving of such notice. The Secretary shall cause any such waiver to be filed
with or entered upon the records of the  Corporation or, in the case of a waiver
of notice of a meeting, the records of the meeting. The attendance of any person
at a meeting without protesting, prior to or at the commencement of the meeting,
the lack of proper  notice  shall be  deemed  to be a waiver  by such  person of
notice of such meeting.

SECTION 5. VOTING SHARES OF OTHER CORPORATIONS.  Unless otherwise ordered by the
Board of Directors or by the Executive Committee,  the President,  the Secretary
or  the  Treasurer  shall  have  full  power  and  authority  on  behalf  of the
Corporation to attend and to act and vote at any meetings of shareholders of any
corporation in which the  Corporation  may hold shares,  and at any such meeting
shall  possess and  exercise  any and all the rights and powers  incident to the
ownership of such shares and which as the owner  thereof the  Corporation  might
have  possessed  and  exercised if present;  or the  President may in his or her
discretion  give a proxy or proxies in the name of the  Corporation to any other
person or  persons,  who may vote said  shares  and  exercise  any and all other
rights in regard to it as here accorded to the officers.  The Board of Directors
by resolution from time to time may limit or curtail such power.



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<PAGE>

SECTION 6.  AUDITS.  The Board of Directors  of the  Corporation  shall cause an
audit of the books and affairs of the Corporation to be made annually during the
period between the close of each fiscal year and the next annual  meeting,  such
audit to be made by such firm or  individuals,  not associated or connected with
the Corporation, as the directors may determine.


                                  ARTICLE VIII.

                                   AMENDMENTS.


These  Bylaws  may  be  altered,  amended,  added  to or  repealed  (a)  by  the
affirmative  vote of the  owners of a  majority  of the  voting  power of shares
entitled to vote thereon or (b) by the affirmative  vote of directors  holding a
majority of the directorships.  Any notice of a meeting of the shareowners or of
the Board of Directors at which these Bylaws are to be altered,  amended,  added
to or repealed shall include notice of such proposed action.



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