Exhibit 3(ii)

         
                                     BY-LAWS

                                       OF

                            TRANSAMERICA CORPORATION


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


                                     OFFICES

         1. The principal  office shall be in the City of Wilmington,  County of
New Castle,  State of Delaware.  The  corporation  may also have offices at such
other  places as the Board of  Directors  may from time to time  appoint  or the
business of the corporation may require.

                                      SEAL

         2. The  corporate  seal shall have  inscribed  thereon  the name of the
corporation,  and the words "Incorporated October 11, 1928, Delaware." Said seal
may be used by causing it or a facsimile  thereof to be  impressed or affixed or
otherwise reproduced.  The Secretary may have duplicate seals made and deposited
for use with such officers as the Board of Directors may designate.

            It shall not be necessary to the validity of any instrument executed
by any authorized  officer or officers of  this  corporation  that the execution
of such  instrument  be evidenced  by the  corporate  seal; and  all  documents,
instruments,  contracts  and  writings of all  kinds  signed  on  behalf of  the
corporation  by any authorized officer or officers thereof shall be as effectual
and binding on the corporation  without the corporate seal as if  the  execution
of the same had been evidenced by affixing the corporate seal thereto.

                             STOCKHOLDERS' MEETINGS

         3. All  meetings  of the  stockholders  shall be held at such office or
place,  within or without the State of  Delaware,  as may be  designated  by the
Board of Directors and as shall be specified in the notice of the meeting.

         4. The annual meeting of the stockholders  shall be held on such day of
the year and at such time as may be  designated by the Board of Directors and as
shall be specified in the notice of the meeting; provided,  however, that in the
absence of such a designation  and notice,  the annual  meeting shall be held on
the fourth Thursday of April in each year, if not a legal holiday under the laws
of said State,  then on the next  succeeding  day not a legal  holiday under the
laws of said  State,  at 11 o'clock  A.M.,  when they shall elect by a plurality
vote, by ballot,  a Board of Directors,  and transact such other business as may
properly be brought before the meeting.

         5. The holders of a majority of the stock issued and  outstanding,  and
entitled to vote thereat,  present in person, or represented by proxy,  shall be
requisite and shall  constitute a quorum at all meetings of the stockholders for
the  transaction  of  business  except  as  otherwise  provided  by law,  by the
certificate of  incorporation  or by these by-laws.  If, however,  such majority
shall not be present or  represented  at any  meeting of the  stockholders,  the
stockholders  entitled to vote thereat,  present in person,  or by proxy,  shall
have power to adjourn the meeting from time to time,  without  notice other than
announcement at the meeting, until the requisite amount of voting stock shall be
present. At such adjourned meeting at which the requisite amount of voting stock
shall be  represented  any  business  may be  transacted  which  might have been
transacted at the original meeting.

         6. At each meeting of the  stockholders  every  stockholder  having the
right to vote shall be entitled to vote in person,  or by proxy  appointed by an
instrument in writing  subscribed by such  stockholder or by his duly authorized
attorney and submitted to the  Secretary at or before such meeting,  but no such
proxy shall be voted or acted upon after three years from its date,  unless said
proxy provides for a longer  period.  Each  stockholder  shall have one vote for
each share of stock having voting power,  registered in his name on the books of
the corporation;  provided,  however,  that, except where a date shall have been
fixed as a record date for the determination of stockholders entitled to vote as
hereinafter  provided in these by-laws,  no share of stock shall be voted at any
election  for  directors  which  has  been  transferred  on  the  books  of  the
corporation  after the close of  business on the day next  preceding  the day on
which  notice  is  given.  The vote for  directors,  and upon the  demand of any
stockholder,  the vote upon any question before the meeting, shall be by ballot.
All actions shall be had and all questions  decided by a plurality vote,  except
as  otherwise  specifically  provided  by  statute  or  by  the  certificate  of
incorporation or by these by-laws.

         7.  Written  notice  of the  annual  meeting  shall be  mailed  to each
stockholder  entitled to vote  thereat at such address as appears on the records
of the  corporation,  not less than ten nor more than  sixty  days  prior to the
meeting.

         8. Special meetings of the stockholders,  for any purpose, or purposes,
may be called only by 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 of Directors for adoption). Such resolution
shall state the purpose or purposes of the proposed meeting.

         9. Business transacted at all special meetings shall be confined to the
objects stated in the call.

         10. Written notice of a special  meeting of  stockholders,  stating the
time and place and object thereof,  shall be mailed,  postage prepaid,  at least
ten but not more than  sixty  days  before  such  meeting,  to each  stockholder
entitled  to vote  thereat at such  address  as  appears  on the  records of the
corporation.

         10.1     Certain Procedures Regarding Meetings of Stockholders

                  (A)(1)  Nominations  of persons  for  election to the Board of
         Directors  of the  corporation  and  the  proposal  of  business  to be
         considered  by the  stockholders  may be made at an annual  meeting  of
         stockholders only (a) pursuant to the  corporation's  notice of meeting
         (or any supplement thereto), (b) by or at the direction of the Board of
         Directors or the Chairman of the Board or (c) by any stockholder of the
         corporation  who was a stockholder of the  corporation of record at the
         time the notice  provided  for in this Section 10.1 is delivered to the
         Secretary  of the  corporation,  who is entitled to vote at the meeting
         and complies with the notice procedures set forth in this Section 10.1.

                  (2) For  nominations or other business to be properly  brought
         before an annual  meeting by a  stockholder  pursuant  to clause (c) of
         paragraph  (A)(1) of this Section 10.1, the stockholder must have given
         timely notice  thereof in writing to the  Secretary of the  corporation
         and  such  other  business  must  otherwise  be  a  proper  matter  for
         stockholder  action.  To be timely,  a  stockholder's  notice  shall be
         delivered to the  Secretary at the principal  executive  offices of the
         corporation  not later than the close of  business  on the 70th day nor
         earlier  than the close of  business on the 90th day prior to the first
         anniversary of the preceding year's annual meeting; provided,  however,
         that in the event that the date of the  annual  meeting is more than 20
         days before or more than 70 days after such anniversary date, notice by
         the  stockholder to be timely must be so delivered not earlier than the
         close of business on the 90th day prior to such annual  meeting and not
         later than the close of  business on the later of the 70th day prior to
         such annual  meeting or the 10th day  following the day on which public
         announcement  of  the  date  of  such  meeting  is  first  made  by the
         corporation.   In  no  event  shall  the  public   announcement  of  an
         adjournment or  postponement  of an annual meeting  commence a new time
         period for the giving of a  stockholder's  notice as  described  above.
         Such  stockholder's  notice shall set forth: (a) as to each person whom
         the  stockholder  proposes to nominate for election or  reelection as a
         director all information relating to such person that is required to be
         disclosed in  solicitations  of proxies for election of directors in an
         election contest,  or is otherwise  required,  in each case pursuant to
         Regulation  14A under the  Securities  Exchange Act of 1934, as amended
         (the  "Exchange  Act") and Rule 14a-11  thereunder  (and such  person's
         written  consent to being named in the proxy statement as a nominee and
         to serving as a director if elected); (b) as to any other business that
         the  stockholder   proposes  to  bring  before  the  meeting,  a  brief
         description  of the business  desired to be brought before the meeting,
         the  reasons  for  conducting  such  business  at the  meeting  and any
         material  interest  in  such  business  of  such  stockholder  and  the
         beneficial  owner, if any, on whose behalf the proposal is made, and in
         the event that such  business  includes a proposal to amend the By-Laws
         of the corporation,  the language of the proposed amendment; and (c) as
         to the stockholder  giving the notice and the beneficial owner, if any,
         on whose  behalf the  nomination  or  proposal is made (i) the name and
         address of such stockholder, as they appear on the corporation's books,
         and of such  beneficial  owner,  (ii) the class and number of shares of
         the  corporation  which  are owned  beneficially  and of record by such
         stockholder and such beneficial owner, (iii) 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  propose  such  business  or  nomination,  and  (iv) a
         representation whether the stockholder or the beneficial owner, if any,
         intends  or is part of a group  which  intends  to (a)  deliver a proxy
         statement  and form of proxy to holders of at least the  percentage  of
         the corporation's outstanding common stock required to approve or adopt
         the proposal or elect the nominee and/or (b) otherwise  solicit proxies
         from  stockholders  in  support of such  proposal  or  nomination.  The
         corporation  may require  any  proposed  nominee to furnish  such other
         information as it may reasonably  require to determine the  eligibility
         of such proposed nominee to serve as a director of the corporation.

                  (3)  Notwithstanding   anything  in  the  second  sentence  of
         paragraph  (A)(2) of this  Section 10.1 to the  contrary,  in the event
         that the number of directors to be elected to the Board of Directors of
         the corporation is increased and there is no public announcement by the
         corporation  naming all of the nominees for director or specifying  the
         size of the increased  Board of Directors at least 80 days prior to the
         first   anniversary  of  the  preceding   year's  annual   meeting,   a
         stockholder's  notice  required  by this  Section  10.1  shall  also be
         considered  timely,  but only  with  respect  to  nominees  for any new
         positions  created by such  increase,  if it shall be  delivered to the
         Secretary at the principal  executive  offices of the  corporation  not
         later than the close of business on the 10th day  following  the day on
         which such public announcement is first made by the corporation.

         (B) Only such  business  shall be  conducted  at a special  meeting  of
stockholders  as shall have been  brought  before the  meeting  pursuant  to the
corporation's  notice of meeting.  Nominations  of persons  for  election to the
Board of Directors  may be made at a special  meeting of  stockholders  at which
directors are to be elected pursuant to the corporation's  notice of meeting (a)
by or at the  direction of the Board of Directors or (b) provided that the Board
of Directors has determined that directors shall be elected at such meeting,  by
any  stockholder of the  corporation  who is a stockholder of record at the time
the notice provided for in this Section 10.1(B) is delivered to the Secretary of
the  corporation,  who shall be entitled to vote at the meeting and who complies
with the notice  procedures set forth in this Section 10.1(B).  In the event the
corporation  calls a special meeting of stockholders for the purpose of electing
one or more  directors  to the  Board of  Directors,  any such  stockholder  may
nominate  a  person  or  persons  (as the  case  may be)  for  election  to such
position(s)  as  specified  in  the  corporation's  notice  of  meeting,  if the
stockholder's  notice containing the information required by paragraph (A)(2) of
this Section 10.1 shall be delivered to the Secretary at the principal executive
offices of the  corporation  not earlier  than the close of business on the 90th
day prior to such  special  meeting  and not later than the close of business on
the  later of the 70th day  prior to such  special  meeting,  or the  tenth  day
following the day on which public  announcement is first made of the date of the
special  meeting and of the  nominees  proposed by the Board of  Directors to be
elected  at such  meeting.  In no event  shall  the  public  announcement  of an
adjournment or postponement of a special meeting  commence a new time period for
the giving of a stockholder's notice as described above.

         (C) (1) Only such persons who  are  nominated in  accordance  with  the
procedures  set forth in this Section 10.1 shall be eligible to be elected at an
annual  or  special  meeting  of  stockholders  of  the corporation  to serve as
directors  and   only  such   business  shall  be  conducted  at  a  meeting  of
stockholders  as shall  have been  brought before the meeting in accordance with
the procedures set forth in this Section 10.1.  Except as otherwise  provided by
law, the  Certificate of Incorporation or  these By-Laws,  the  chairman of  the
meeting shall have the  power and  duty to (i) determine  whether  a  nomination
or any  business  proposed  to  be  brought  before  the  meeting  was  made  or
proposed,  as the case may be, in accordance  with the  procedures  set forth in
this  Section  10.1 and (ii) if any  proposed  nomination  or business is not in
compliance with this Section 10.1,  including  if the stockholder or  beneficial
owner, if any, on whose behalf the  nomination or  proposal   is  made  solicits
or  is   part  of   a   group  which   solicits   proxies  in  support  of  such
stockholder's  proposal  without  the stockholder having made the representation
required by clause (c)(iii)of Section  (A)(2) of  this Section 10.1, to  declare
that such  defective  nomination  shall  be disregarded  or  that such  proposed
business shall not be transacted.

             (2) For purposes of this Section 10.1, "public  announcement" shall
mean disclosure in a press  release  reported by  the Dow  Jones  News  Service,
Associated Press or comparable  national news service or in a document  publicly
filed by the  corporation  with the  Securities and Exchange Commission pursuant
to Section 13, 14 or 15(d) of the Exchange Act.

             (3) Notwithstanding the foregoing  provisions of this Section 10.1,
a stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules  and  regulations  thereunder  with respect to the matters set
forth in this Section 10.1.  Nothing in  this Section  10.1 shall be  deemed  to
affect any rights (i) of  stockholders to request inclusion of  proposals in the
corporation's  proxy statement pursuant to Rule  14a-8 under the Exchange Act or
(ii) of the holders of any  series  of preferred  stock to elect directors under
specified circumstances.

                                    DIRECTORS

         11. The property and business of this  corporation  shall be managed by
its Board of Directors,  not less than seven nor more than  twenty-two in number
as shall be determined by the Board of Directors. The Directors shall be divided
into three classes,  designated  Class I, Class II and Class III, and each Class
shall consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire Board of Directors. At the 1986 annual meeting
of  stockholders,  Class I directors shall be elected for a one-year term, Class
II directors for a two-year term and Class III directors for a three-year  term.
At each succeeding annual meeting of stockholders  beginning in 1987, successors
to the class of  directors  whose term expires at that annual  meeting  shall be
elected for a three-year  term. In case the Board of Directors  shall change the
number of Directors  within the above limits,  any increase or decrease shall be
apportioned  among the classes so as to maintain the number of directors in each
class as nearly  equal as  possible  and any  additional  Director  of any class
elected to fill a vacancy  resulting  from an  increase in such class shall hold
office for a term that shall coincide with the remaining term of that class, but
in no case will a decrease  in the number of  Directors  shorten the term of any
incumbent  Director.  A Director  shall hold office until the annual meeting for
the year in which such  Director's  term expires and until his or her  successor
shall be elected and  qualified,  subject,  however,  to such  Director's  prior
death, resignation, retirement, disqualification or removal from office.

         12. Any vacancy in the Board of Directors that results from an increase
in the number of Directors may be filled by a majority of the Directors  then in
office,  provided that a quorum is present,  and any other vacancy  occurring in
the Board of  Directors  may be filled by a majority  of the  directors  then in
office,  even if less than a quorum, or by a sole remaining  director,  and each
Director  elected to fill a vacancy not resulting from an increase in the number
of  directors  shall  have the same  remaining  term as that of such  Director's
predecessor.

             Notwithstanding  the  foregoing, whenever  the  holders of any  one
or more classes or series of preferred stock or preference  stock issued by this
corporation shall have the right, voting separately by class or series, to elect
directors at an annual or special meeting of stockholders, the election, term of
office,  filling of vacancies and other features of such directorships  shall be
governed  by the  terms  of  this  corporation's  certificate  of  incorporation
applicable  thereto,  and such  directors  so elected  shall not be divided into
classes  pursuant  to Article IX of such  certificate  of  incorporation  unless
expressly provided by the terms thereof.  The Directors of this corporation need
not be stockholders.

         13. The Directors may hold their meetings and have one or more offices,
and keep the books of the  corporation  outside  of  Delaware  or at such  other
offices  of the  corporation  or other  places  as they  may  from  time to time
determine.

         14. Directors, in addition to expenses of attendance,  shall be allowed
such  compensation as may be fixed from time to time by resolution  adopted by a
majority of the whole Board of Directors; provided that nothing herein contained
shall be construed to preclude any Director from serving the  corporation in any
other capacity and receiving compensation therefor.

         15.  In  addition  to the  powers  and  authorities  by  these  by-laws
expressly  conferred  upon it,  the Board may  exercise  all such  powers of the
corporation  and do all such  lawful acts and things as are not by statute or by
the certificate of  incorporation or by these by-laws directed or required to be
exercised or done by the stockholders;  provided, however that no portion of the
holdings of the corporation of voting securities in any subsidiary company shall
be sold or otherwise  disposed of, if such sale or disposition  would reduce the
voting power of the corporation in such subsidiary below a majority of the total
voting power thereof, without approval of at least a majority of the whole Board
of  Directors,  either  expressed at a meeting by  resolution  concurred in by a
majority of the whole Board of  Directors or by written  consent  executed by at
least a majority of all the members of the Board.

                                   COMMITTEES

         16. The Board of Directors,  by resolution adopted by a majority of the
whole Board,  may  designate an Executive  Committee to consist of three or more
Directors to hold office at the pleasure of the Board and by like resolution may
fill vacancies in, or reconstitute  the membership of, the Executive  Committee.
Meetings of the Executive Committee for any purpose or purposes may be called by
the Chairman of the Board, the Chief Executive  Officer,  the President,  or the
Chairman of the Executive  Committee,  and shall be called by any of them at the
request in writing of at least two  members of the  Executive  Committee,  to be
held in such  place in the City and  County  of San  Francisco,  or at any other
place within or without the State of  California,  as shall be  designated  from
time to time by the  Chairman of the Board,  the Chief  Executive  Officer,  the
President,  the Chairman of the Executive  Committee or the Executive  Committee
and indicated in the notice of such meetings.

             At  least  twenty-four  hours' notice of  such  meetings  shall  be
given to each member of the Executive Committee either personally or by telegram
or by telephone;  provided,  however,  that if any such meeting is to be held at
any place  other  than in the City and  County of San  Francisco  notice of such
meeting shall be given  personally to each member of the Executive  Committee or
may be given by mailing a notice in a postage prepaid envelope addressed to each
such member at his address registered on the books of the corporation,  at least
three days before the time fixed for the meeting.

             The Executive Committee shall,  between sessions of the Board, have
such  powers as  may  be  delegated  to it from  time to  time  by the  Board of
Directors.

             The  Secretary  or  a  member  of  the  Executive  Committee  shall
keep minutes of all its  proceedings,  all of which shall be reported as soon as
practicable  to the Board of  Directors  and shall be  subject  to  revision  or
rescission  by the Board of Directors  provided no rights of third parties shall
be affected  thereby.  The Chairman of the Executive  Committee shall preside at
all  meetings  of the  Executive  Committee  and in his  absence  the  Executive
Committee shall select from its members a Chairman of each meeting. The presence
of a majority of the members of the  Executive  Committee  (but in no event less
than three)  shall be necessary to  constitute a quorum for the  transaction  of
business.

         17. The Board of Directors may from time to time by  resolution  create
such other  committee or committees of directors,  officers,  employees or other
persons  designated  by it for the  purpose,  to  advise  with  the  Board,  the
Executive  Committee  and the officers and employees of the  corporation  in all
such  matters as the Board  shall deem  advisable  and with such  functions  and
duties as the Board shall by resolution prescribe. A majority of all the members
of any such committee may determine its action and fix the time and place of its
meetings  unless the Board of Directors shall  otherwise  provide.  The Board of
Directors  shall have power to change the members of any such  committee  at any
time, to fill  vacancies,  and to discharge any such  committee,  either with or
without cause, at any time.

         18.  Members of the  Executive  Committee  and of any other  special or
standing committee shall, in addition to expenses of attendance, be allowed such
compensation  as may be  fixed  from  time to time by  resolution  adopted  by a
majority of the whole Board of Directors.

                              MEETINGS OF THE BOARD

         19. The newly  elected Board shall have its first meeting at such place
and  time as  shall be  fixed  by the  vote of the  stockholders  at the  annual
meeting,  for the purpose of  organization  or otherwise,  and no notice of such
meeting  shall be necessary to the newly  elected  Directors in order legally to
constitute the meeting;  provided, a quorum of the whole Board shall be present;
or they may meet at such  place  and  time as shall be fixed by the  consent  in
writing  of all the  Directors,  or as shall be  stated  in the  notice  of such
meeting  given as  hereinafter  provided in the case of special  meetings of the
Board.

         20.  Regular  meetings of the Board of Directors  shall be held without
call or notice  at such  time and  place as shall  from time to time be fixed by
standing resolution of the Board.

         21. Special  meetings of the Board may be called by the Chairman of the
Board,  by the Chief  Executive  Officer,  or by the  President,  on twenty-four
hours' notice to each Director,  either  personally or in writing by mail, or by
telegram,  or by telephone;  special meetings shall be called by the Chairman of
the Board, the Chief Executive  Officer,  the President or the Secretary in like
manner and on like notice on the written request of three  Directors.  Notice of
special  meetings of the Board shall state the time and place of the meeting but
need not state the purpose  thereof  except as otherwise  expressly  provided in
these by-laws.

         22. At all  meetings  of the Board a  majority  of the total  number of
Directors  shall be  necessary  and  sufficient  to  constitute a quorum for the
transaction of business,  and 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 may be otherwise specifically provided by statute or by the
certificate of incorporation or by these by-laws.

                                    OFFICERS

         23. The officers of the  corporation  shall be chosen by the  Directors
and shall be a Chairman of the Board, a Chief  Executive  Officer,  a President,
one or more Vice Presidents,  a Treasurer, a Secretary, a Controller,  Assistant
Vice  Presidents,  Assistant  Treasurers,  Assistant  Secretaries  and Assistant
Controllers.  The Board of Directors may also choose such other officers as they
may determine. Any number of offices may be held by the same person.

         24. The Board of Directors shall annually at its organizational meeting
choose a Chairman of the Board, a Chief Executive Officer,  a President,  one or
more Vice Presidents,  the Secretary,  the Treasurer,  the Controller,  and such
other  officers as they may  determine,  none of whom except the Chairman of the
Board and the Chief Executive  Officer,  need be members of the Board. The Board
of Directors shall also choose annually at its organizational meeting a Chairman
of the Executive Committee, who shall be a member of the Board.

         25. The Board may appoint  such other  officers  and agents as it shall
deem  necessary,  who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined  from time to time by
the Board.

         26. The salaries of all officers and agents of the corporation shall be
fixed by the Board of Directors.

         27. The  officers  of the  corporation  shall hold  office  until their
successors  are  chosen and  qualify  in their  stead.  Any  officer  elected or
appointed  by  the  Board  of  Directors  may be  removed  at  any  time  by the
affirmative vote of a majority of the whole Board of Directors. If the office of
any officer or officers  becomes  vacant for any  reason,  the vacancy  shall be
filled by the Board of Directors.

         28. In the case of the  absence of any officer of the  corporation,  or
for any other reason that the Board may deem sufficient, the Board may delegate,
for the time being, the powers or duties, or any of them, of such officer to any
other  officer,  or to any  Director,  provided,  a majority of the entire Board
concur therein.

                            THE CHAIRMAN OF THE BOARD

         29. The  Chairman  of the Board  shall  preside at all  meetings of the
stockholders  and of the Board of Directors  and shall be ex-officio a member of
all standing  committees with the exception of the Corporate Audit Committee and
the Management Development and Compensation Committee.

                            CHIEF EXECUTIVE OFFICER,
                          PRESIDENT AND VICE PRESIDENTS

         30.  (a) The  Chief  Executive  Officer  shall be the  chief  executive
officer of the corporation  and,  subject to the Board of Directors,  shall have
general and active  management  of the  business,  affairs,  and property of the
corporation. The Chief Executive Officer shall keep the Board of Directors fully
informed  and shall  freely  consult  with them  concerning  the  matters in his
charge. The Chief Executive Officer shall be ex-officio a member of all standing
committees  with  the  exception  of  the  Corporate  Audit  Committee  and  the
Management Development and Compensation  Committee. In the absence or disability
of the  Chairman  of the Board,  if the  Chairman  of the Board not be the Chief
Executive  Officer,  the Chief  Executive  Officer  shall perform the duties and
exercise the powers of the Chairman of the Board.

             (b) The  President  shall  do  and  perform  such  duties and  have
such  powers  as from  time to  time  may be  assigned  to him by the  Board  of
Directors,  or, if the President not be the Chief Executive  Officer,  the Chief
Executive  Officer.  If the President shall not be the Chief Executive  Officer,
the President  shall keep the Chief  Executive  Officer fully informed and shall
freely consult with him concerning the matters in his charge and, in the absence
or disability of the Chief  Executive  Officer,  the President shall perform the
duties and exercise the powers of the Chief Executive Officer.

             (c) In  the  absence  or   disability  of  the  President,  a  Vice
President  designated  by the Board of Directors or by the  Executive  Committee
shall perform the duties and exercise the powers of the President.

             (d) The Chairman  of  the  Executive  Committee  shall  preside  at
all meetings of the  Executive  Committee and shall perform such other duties as
may be prescribed by the Board of Directors or the Executive Committee.

             (e) The Vice Presidents  shall respectively  perform   such  duties
as may be prescribed by the Board of Directors or the Chief Executive Officer.

                                THE SECRETARY AND
                              ASSISTANT SECRETARIES

         31. (a) The  Secretary  shall  attend all sessions of the Board and all
meetings  of the  stockholders  and  record  all  votes and the  minutes  of all
proceedings in a book to be kept for that purpose, and shall perform like duties
for the standing committees when required. The Secretary shall give, or cause to
be  given,  notice  of all  meetings  of the  stockholders,  and  the  Board  of
Directors, and shall perform such other duties as may be prescribed by the Board
of  Directors,  or by the  Chairman of the Board,  under whose  supervision  the
Secretary  shall be. The  Secretary  shall keep in safe  custody the seal of the
corporation,  and  shall  have  authority  to affix  the same to any  instrument
requiring it.

             (b)  The  Assistant   Secretaries,   in  the  order  of  their
seniority,  shall,  in the absence or disability of the  Secretary,  perform the
duties and exercise the powers of the  Secretary,  and shall  perform such other
duties as may be  prescribed  by the Board of  Directors  or the Chairman of the
Board.

                                THE TREASURER AND
                              ASSISTANT TREASURERS

         32. (a) The Treasurer shall have the custody of the corporate funds and
securities and shall deposit all moneys and other  valuable  effects in the name
and to the credit of the corporation,  in such depositories as may be designated
by the Board of Directors.

             (b) The  Treasurer  shall  disburse the  funds of  the  corporation
as may be ordered by the Board,  taking proper vouchers for such  disbursements,
and shall render to the Chairman of the Board, the Chief Executive Officer,  the
President,  and the Board of Directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions as Treasurer.

             (c)  The   Treasurer  shall  give   the   corporation  a   bond  if
required  by the Board of  Directors  in a sum,  and with one or more  sureties,
satisfactory  to the Board,  for the faithful  performance  of the duties of his
office,  and for  the  restoration  to the  corporation,  in case of his  death,
resignation,  retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the  corporation;  but the Board of Directors may, if they see fit,
dispense with such bond. The Treasurer shall perform such other duties as may be
prescribed by the Board of Directors or by the Chief Executive Officer.

             (d) The  Assistant  Treasurers  in  the  order of  their  seniority
shall,  in the absence or  disability of the  Treasurer,  perform the duties and
exercise the powers of the Treasurer, and shall perform such other duties as may
be prescribed by the Board of Directors or the Chief Executive Officer.

                               THE CONTROLLER AND
                              ASSISTANT CONTROLLERS

         33. (a) The Controller shall act as the principal accounting officer in
charge of general  accounting  books and records of the  corporation,  and shall
have general supervision of the accounting practices of all subsidiaries.

             (b) The  Controller  shall  cause to  be  prepared,  compiled,  and
filed, such reports,  statements,  statistics, and other data as may be required
by law or as may be  prescribed by the Chief  Executive  Officer or the Board of
Directors.

             (c)  The   Controller  shall  give  the   corporation  a   bond  if
required  by the Board of  Directors  in a sum,  and with one or more  sureties,
satisfactory to the Board, for faithful performance of the duties of his office,
and for  restoration  to the  corporation,  in case of his  death,  resignation,
retirement or removal from office,  of all books,  papers,  vouchers,  money and
other property of whatever kind in his possession or under his control belonging
to the  corporation;  but the Board of Directors may, if they see fit,  dispense
with such bond.

             (d) The  Assistant  Controllers  in  the order of  their  seniority
shall,  in the absence or disability of the  Controller,  perform the duties and
exercise the powers of the  Controller,  and shall  perform such other duties as
may be prescribed by the Board of Directors or the Chief Executive Officer.

                          INDEMNIFICATION OF DIRECTORS
                                   OR OFFICERS

         34. (a) Subject to subsection  (d) of this section,  any person who was
or is made a party or is  threatened to be made a party to or is involved in any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  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 a Director or officer of the corporation  serving
at the request of the corporation as a Director,  officer,  employee or agent of
another corporation,  partnership,  joint venture,  trust or another enterprise,
whether the basis of such  proceeding is alleged action in an official  capacity
as a Director or officer or in any other capacity while serving as a Director or
officer,  shall be  indemnified  and held  harmless  by the  corporation  to the
fullest extent  permitted by the Delaware  General  Corporation  Law as the same
exists or, subject to subsection (o) of this section,  may hereafter be amended,
against losses,  liabilities and expenses (including attorneys' fees, judgments,
fines and  amounts  paid in  settlement)  actually  and  reasonably  incurred or
suffered  by him or her in  connection  with such  action,  suit or  proceeding;
provided,  however, that no indemnification shall be provided to any such person
if a judgment or other  final  adjudication  adverse to the  Director or officer
establishes  that the  Director  or  officer  did not act in good faith and in a
manner such Director or officer  reasonably  believed to be in or not opposed to
the best interests of the corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe his or her conduct was unlawful; and
provided,  further, that except as to actions to enforce  indemnification rights
pursuant to subsection (f) of this section,  the corporation shall indemnify any
such  person  seeking  indemnification  in  connection  with an action,  suit or
proceeding (or part thereof)  initiated by such person only if the action,  suit
or proceeding  (or part thereof) was authorized by the Board of Directors of the
corporation.  The  termination  of any action,  suit or  proceeding by judgment,
order,  settlement,  conviction,  or  upon  a plea  of  nolo  contendere  or its
equivalent,  shall not, of itself,  create a presumption that the person did not
act in good faith and in a manner which he or she  reasonably  believed to be in
or not opposed to the best  interests of the  corporation,  and, with respect to
any criminal action or proceeding,  had reasonable  cause to believe that his or
her conduct was unlawful.

              (b) Subject to  subsection  (d) of  this section,  any  person who
was or is made a party or is  threatened  to be made a party to any  threatened,
pending or  completed  action or suit by or in the right of the  corporation  to
procure a judgment in its favor by reason of the fact that he or she is or was a
Director  or officer of the  corporation,  or is or was a Director or officer of
the  corporation  serving  at the  request  of the  corporation  as a  Director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or another  enterprise  shall be  indemnified by the  corporation  against
expenses (including  attorneys' fees) actually and reasonably incurred by him or
her in connection with the defense or settlement of such action or suit if he or
she acted in good faith and in a manner he or she  reasonably  believed to be in
or not  opposed  to the  best  interests  of the  corporation;  except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless  and only to the  extent  that  the  Court of  Chancery  of the  State of
Delaware or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity for such expenses which the Court of Chancery of the State of Delaware
or such other court shall deem proper.

               (c)  Notwithstanding  the  other  provisions of this  section, to
the extent that a Director or officer of the  corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in subsections (a) and (b) of this section, or in defense of any claim, issue or
matter  therein,  he or she shall be  indemnified  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
therewith.

               (d)  Any  indemnification  under subsections (a) and (b) of  this
section (unless  ordered by a court) shall be made by the  corporation  unless a
determination  is 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 (who
may be the regular counsel of the corporation) in a written  opinion,  or (3) by
the stockholders that  indemnification  of the Director or officer is not proper
in the  circumstances  because he or she has not met the applicable  standard of
conduct set forth in subsections (a) and (b) of this section.

               (e)  Expenses  incurred   (including   attorneys'   fees)  by   a
Director or officer in defending a civil or criminal action,  suit or proceeding
shall be paid by the  corporation  in advance of the final  disposition  of such
action, suit or proceeding; provided, however, that 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) in advance of the final  disposition of
such  action,  suit  or  proceeding  shall  be  made  only  upon  receipt  of an
undertaking  by or on behalf of the  Director or officer to repay such amount if
it  shall  ultimately  be  determined  that  he or  she is  not  entitled  to be
indemnified  by the  corporation  as authorized  in this section.  Such expenses
incurred by other  employees and agents of the  corporation (or by the Directors
or officers not acting in their capacity as such, including service with respect
to employee  benefit  plans) may be so paid upon such terms and  conditions,  if
any, as the Board of Directors deems appropriate.

               (f) If a  request to  be indemnified  under  subsections  (a) and
(b) of this section is made, the Board of Directors  shall make a  determination
pursuant to Section 145(d) of the Delaware General Corporation Law within thirty
days after such request as to whether the person so  requesting  indemnification
is entitled to  indemnification  under this  section  and the  Delaware  General
Corporation  Law.  If a claim under  subsections  (a),  (b),  (c) or (e) of this
section  is not  paid in full by the  corporation  within  thirty  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  (including  attorneys'  fees) 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 an action, suit or proceeding
in advance of its final disposition  where the undertaking,  if any is required,
has  been  tendered  to the  corporation)  that  the  claimant  has  not met the
standards  of  conduct  that  make it  permissible  under the  Delaware  General
Corporation  Law or this section for the  corporation  to indemnify the claimant
for the amount  claimed.  The burden of proving  such a defense  shall be on the
corporation.  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  under the  circumstances  because he or she has met the
applicable  standard of conduct set forth in the  Delaware  General  Corporation
Law, nor an actual  determination  by the  corporation  (including  its Board of
Directors, independent legal counsel, or its stockholders) that the claimant had
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.

               (g) The rights  provided  by  or  granted  pursuant to the  other
subsections of this section shall be a contract  right,  and shall not be deemed
exclusive  of any  other  rights  to which  those  seeking  indemnification  and
advancement  of expenses  are or  hereafter  may be entitled  under any statute,
provision  of the  certificate  of  incorporation,  by-law,  agreement,  vote of
stockholders or disinterested  Directors or otherwise,  both as to action in his
or her official capacity and as to action in another capacity while holding such
office,  it being the  policy of the  corporation  that  indemnification  of the
persons  specified in  subsections  (a) and (b) of this section shall be made to
the fullest extent permitted by law the Delaware General  Corporation Law as the
same exists or,  subject to  subsection  (o) of this  section,  may hereafter be
amended.

               (h) The  corporation  may  purchase  and  maintain  insurance  to
protect  itself and any person who is or was a  Director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a Director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise against any liability,  expense or loss
asserted against him or her and incurred by him or her in any such capacity,  or
arising out of his or her status as such,  whether or not the corporation  would
have the power to indemnify him or her against such  liability,  expense or loss
under the provisions of this section or applicable law.

               (i) The  rights  provided  by,  or  granted   pursuant  to,  this
section shall, continue as to a person who has ceased to be a Director, officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

               (j) The corporation may  provide  rights to  indemnification  and
to the  advancement of expenses to employees and agents of the  corporation  who
are not Directors or officers of the  corporation  with such scope and effect as
determined from time to time by the Board of Directors.

               (k) For   purposes  of   this   section,   references   to    the
"corporation"  shall  include,  in addition to the  resulting  corporation,  any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued,  would
have had power and authority to indemnify its directors, officers, and employees
or agents,  so that any person who is or was a  director,  officer,  employee or
agent of such  constituent  corporation,  or is or was serving at the request of
such  constituent  corporation  as a  director,  officer,  employee  or agent of
another corporation,  partnership,  joint venture,  trust or another enterprise,
shall stand in the same  position  under the  provisions  of this  section  with
respect to the resulting or surviving  corporation  as he or she would have with
respect to such constituent corporation if its separate existence had continued.

               (l) For the  purposes of any  determination  under subsection (d)
of this  section,  a person shall be deemed to have acted in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests  of the  corporation,  or,  with  respect  to any  criminal  action or
proceeding,  to have had no  reasonable  cause to believe his or her conduct was
unlawful,  if his or her  action is based on the  records or books of account of
the corporation or another enterprise,  or on information supplied to him or her
by the officers of the corporation or another  enterprise in the course of their
duties,  or on the  advice  of legal  counsel  for the  corporation  or  another
enterprise or on information or records given or reports made to the corporation
or another  enterprise by an independent  certified  public  accountant or by an
appraiser or other expert  selected with  reasonable  care by the corporation or
another enterprise.  The provisions of this subsection shall not be deemed to be
exclusive  or to limit  in any way the  circumstances  in which a person  may be
deemed to have met the  applicable  standard of conduct set forth in subsections
(a) or (b) of this section, as the case may be.

               (m) For   purposes  of  this  section,  references   to  "another
enterprise"  shall include employee  benefit plans;  references to "fines" shall
include  any excise  taxes  assessed  on a person  with  respect to an  employee
benefit  plan;  and  references  to "serving at the request of the  corporation"
shall  include  any  service as a  Director,  officer,  employee or agent of the
corporation  which imposes  duties on, or involves  services by, such  Director,
officer,  employee,  or agent with  respect to an  employee  benefit  plan,  its
participants,  or  beneficiaries;  and a person who acted in good faith and in a
manner he or she reasonably  believed to be in the interest of the  participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the  corporation" as referred to in
this section.

               (n) The  Board of  Directors is specifically  authorized, without
any  action  on the part of the  stockholders,  to alter,  amend or repeal  this
section,  to such an extent and in such manner as the law of Delaware,  or other
applicable  law,  relating  to  indemnification  of  the  Directors,   officers,
employees and agents herein  referred to may, at any time and from time to time,
authorize  or  permit;  provided,   however,  that  any  amendment,   repeal  or
modification  of this  section  shall not (i) in any way  diminish or  adversely
affect any right or protection of any  Director,  officer,  employee or agent of
the Corporation existing at the time of such amendment, repeal, or modification,
or the obligations of the corporation  arising  hereunder,  or (ii) apply to the
indemnification of any such person for liability,  expense or loss stemming from
actions or omissions occurring prior to such amendment, repeal or modification.

               (o)  Any   person   entitled   to   be   indemnified  or  to  the
reimbursement  or  advancement of expenses as a matter of right pursuant to this
section shall be entitled to the greater of the  indemnification (or advancement
of expenses)  provided (i) under the applicable law in effect at the time of the
occurrence  of the event or events giving rise to the action or  proceeding,  to
the extent  permitted by law, or (ii) under the  applicable law in effect at the
time indemnification (or advancement of expenses) is sought.

                              CERTIFICATES OF STOCK

         35. The certificates of stock of the corporation  shall be numbered and
shall be entered in the books of the corporation as they are issued.  They shall
exhibit  the  holder's  name and  number  of  shares  and shall be signed by the
Chairman of the Board,  the Chief Executive  Officer,  the President,  or a Vice
President, and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant  Secretary.  Where a certificate  is  countersigned  (1) by a transfer
agent other than the  corporation or its employee,  or (2) by a registrar  other
than the corporation or its employee, any other signature on the certificate may
be a facsimile. In case any officer,  transfer agent or registrar who has signed
or whose  facsimile  signature  has been  placed upon a  certificate  shall have
ceased to be such officer,  transfer agent or registrar  before such certificate
is issued,  it may be issued by the  corporation  with the same  effect as if he
were such officer, transfer agent or registrar at the date of issue.

                               TRANSFERS OF STOCK

         36.  Transfers  of stock shall be made on the books of the  corporation
only by the person named in the certificate or by attorney, lawfully constituted
in writing, and upon surrender of the certificate therefor.

                               FIXING RECORD DATE

         37. (a) 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 the Board of Directors may fix a record date,  which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of  Directors,  and which  record date shall not be more
than sixty nor less than ten days before the date of such meeting.  If no record
date is fixed  by the  Board  of  Directors,  the  record  date for  determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given,  or, if  notice  is  waived,  at the  close of  business  on the day next
preceding the date on which the meeting is held. A determination of stockholders
of record  entitled to notice of or to vote at a meeting of  stockholders  shall
apply to any adjournment of the meeting;  provided,  however,  that the Board of
Directors may fix a new record date for the adjourned meeting.

             (b)  In   order   that   the   corporation    may   determine   the
stockholders  entitled to receive payment of any dividend or other  distribution
or allotment of any rights or the  stockholders  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 of Directors  may fix a record date,  which
record  date shall not  precede  the date upon which the  resolution  fixing the
record date is adopted,  and which record date shall be not more than sixty days
prior  to such  action.  If no  record  date  is  fixed,  the  record  date  for
determining  stockholders for any such purpose shall be at the close of business
on the day on which  the  Board of  Directors  adopts  the  resolution  relating
thereto.

                             REGISTERED STOCKHOLDERS

         38. The corporation  shall be entitled to treat the holder of record of
any share or shares of stock as the holder in fact thereof and accordingly shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share on the part of any other  person,  whether or not it shall have express or
other notice thereof, save as expressly provided by the laws of Delaware.

                                LOST CERTIFICATES

         39. The Board of Directors may authorize the issue of a new certificate
of stock in the place of any certificate  theretofore issued by the corporation,
alleged to have been lost or destroyed, and the Board of Directors may, in their
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives,  to give the  corporation  a bond  sufficient  to indemnify the
corporation  against  any claim  that may be made  against  it on account of the
alleged  loss of any such  certificate  and to furnish such proof of the loss or
destruction  of such  certificate  as they shall deem  proper and to comply with
such  other  regulations  as the Board  shall  from  time to time fix  including
advertising  such loss or  destruction  in such manner as the Board of Directors
may require. A new certificate may be issued without requiring any bond when, in
the judgment of the Board of Directors, it is proper to do so.

                         INSPECTION OF BOOKS AND RECORDS

         40. The Directors  shall  determine from time to time whether,  and, if
allowed when and under what  conditions and regulations the books and records of
the  corporation  (except  such  as may  by  statute  be  specifically  open  to
inspection) or any of them shall be open to the inspection of the  stockholders,
and the  stockholders'  rights in this respect are and shall be  restricted  and
limited accordingly.

                                     CHECKS

         41. All checks or demands for money and notes of the corporation  shall
be signed by such officer or officers as the Board of Directors may from time to
time designate.

                                   FISCAL YEAR

         42. The fiscal year shall begin the first day of January each year.

                                    DIVIDENDS

         43. Dividends upon the capital stock of the corporation, subject to the
provisions of the certificate of  incorporation,  if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock.

             Before  payment of any  dividend  there  may  be  set  aside out of
any funds of the  corporation  available for  dividends  such sum or sums as the
Directors  from time to time, in their  absolute  discretion,  think proper as a
reserve  fund  to  meet  contingencies,  or  for  equalizing  dividends,  or for
repairing  or  maintaining  any property of the  corporation,  or for such other
purpose  as  the  Directors  shall  think  conducive  to  the  interests  of the
corporation.

                           DIRECTORS' ANNUAL STATEMENT

         44. The Board of Directors  shall present at each annual  meeting,  and
when  called  for by vote of the  stockholders,  at any  special  meeting of the
stockholders,  a full and clear  statement of the business and  condition of the
corporation.

                                     NOTICES

         45.  Whenever  under the provisions of these by-laws notice is required
to be given to any Director,  committee member, officer or stockholder, it shall
not be construed to mean personal  notice,  but such notice may be given, in the
case of  stockholders,  in writing,  by mail, by depositing the same in the post
office  or  letter-box,  in  a  postpaid  sealed  wrapper,   addressed  to  such
stockholder, at such address as appears on the books of the corporation,  or, in
default of other address,  to such stockholder at the General Post Office in the
City of Wilmington,  Delaware, and, in the case of Directors,  committee members
and  officers,  by  telephone,  or by mail or by telegram  to the last  business
address  known to the  Secretary  of the  corporation,  and such notice shall be
deemed to be given at the time when the same shall be thus mailed or telegraphed
or telephoned.

                                WAIVER OF NOTICE

         46. Whenever,  under the provisions of these by-laws or of any law, the
stockholders,  Directors or committees  are authorized to hold any meeting after
notice or after a particular notice, or after the lapse of any prescribed period
of time,  such  meeting may be held without  notice or without  said  particular
notice or without such lapse of time by the written waiver of notice and written
consent to act, signed by every person  entitled to such notice,  or entitled to
be present at any such  meeting or  participate  in any such  action.  Except as
otherwise provided by law,  attendance of a person at a meeting shall constitute
a waiver of notice of such meeting.

                                   AMENDMENTS

         47.  These  by-laws may be altered,  amended or repealed or new by-laws
may be adopted by the affirmative vote of the holders of at least eighty percent
(80%) of the voting power of all of the then-outstanding shares of capital stock
of the  corporation,  or by the  affirmative  vote of a majority of the Board of
Directors,  provided  a  quorum  is  present,  at  any  regular  meeting  of the
stockholders  or of the Board of  Directors  or at any  special  meeting  of the
stockholders  or of the  Board  of  Directors  if  notice  of  such  alteration,
amendment,  repeal or adoption of new by-laws be contained in the notice of such
special meeting.