EXHIBIT 3.2




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                                     BYLAWS





                                       OF





                         THE UNITED ILLUMINATING COMPANY
                           (a Connecticut corporation)






                            ADOPTED NOVEMBER 20, 1939
                           As Amended to May 28, 1998


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                                     BYLAWS

                                       OF

                         THE UNITED ILLUMINATING COMPANY
                           (A CONNECTICUT CORPORATION)
                            ADOPTED NOVEMBER 20, 1939
                           AS AMENDED TO MAY 28, 1998

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                                   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 an office in the Town of
Bridgeport,  County of Fairfield in the State of Connecticut,  and 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 SHAREHOLDERS.

SECTION 1. ANNUAL MEETING.  The annual meeting of the shareholders shall be held
at the principal  office of the Corporation in the State of  Connecticut,  or at
such other place in said State 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 which may legally come
before the meeting.

SECTION 2. SPECIAL MEETINGS.  Special meetings of the shareholders 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  shareholders  may be held at such place
within the State of  Connecticut  as is  specified in the notice or call of such
meeting.


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SECTION 3. NOTICE OF  MEETINGS.  A written or printed  notice of each meeting of
shareholders,  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 shareholder of record entitled to
vote at such meeting,  addressed to the  shareholder at the  shareholder'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 shareholders, the holders 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  holders of a majority  of the
voting power of the shares entitled to vote,  present in person or by proxy, may
adjourn  the meeting  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  which 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  holders  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  holders of the voting  power of the
shares  entitled to vote on the matter exceed the votes opposing the action cast
by such shareholders.

SECTION 5.  VOTING.  Each holder of a share  which may be voted on a  particular
subject matter at any meeting of shareholders  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
shareholders  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
shareholders.  The  determination by such persons of the validity of proxies and
the count of shares voted shall be final and binding on all shareholders.




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                                  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 by the Certificate of Incorporation
of the  Corporation or by these Bylaws  expressly  conferred upon or reserved to
the shareholders.

SECTION  2.  NUMBER AND TERM OF OFFICE.  The  number of  directorships  shall be
thirteen.  Directors  shall be  elected  to hold  office  until the next  annual
meeting of the  shareholders  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 shareholders 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 shareholders entitled to vote may fill any such vacancy not so
filled.

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 shareholders of such class may fill any such vacancy not so filled.

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
stead to serve  for the  remainder  of his term at any  special  meeting  of the
shareholders  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 officers and keep the books of the  Corporation  (except as otherwise at
any time may be provided  by


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law) 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  shareholders or at such other time and
place as shall be fixed by the  shareholders  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.

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, and shall be called upon the written request of two directors, or may
be called by a majority of the 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,  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.



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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 such
consent or consents 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 such authority of the Board
of Directors as shall be provided in such resolution.


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

SECTION 3. OTHER COMMITTEES.  The Board of Directors,  by resolution  adopted by
the affirmative vote of directors holding a majority of the  directorships,  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


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person shall not be President and Vice President, or President and Secretary.

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,  of the Executive  Committee,  and of
the shareholders. He 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,  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 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 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 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, 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, of the Executive Committee, and of the shareholders.

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


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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 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  shareholders  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 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 shall  enter,  or
cause to be  entered,  regularly,  in books to be kept by him for that  purpose,
full and adequate  account of all moneys  received and paid by him on account of
the  Corporation,  and shall  render a detailed  statement  of his  accounts and
records to the Board of  Directors as often as they shall  require the same;  he
may endorse for  deposit or  collection  all  negotiable  instruments  requiring
endorsement  for or on behalf of the  Corporation;  he may sign all receipts and
vouchers for payments made to the  Corporation;  he may sign, with the President
or a Vice  President,  certificates  for the shares of the  Corporation;  and he
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 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 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.



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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 laws 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 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 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
office and for the  restoration to the  Corporation,  in the event of his death,
resignation or removal from office, of all books, papers,  vouchers,  moneys and
other property of whatsoever kind in his 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 shareholder 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 and the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary, and under the
seal of the Corporation or


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with a facsimile of such seal affixed, certifying the number and class of shares
of the  Corporation  owned  by him.  All  certificates  shall  be  consecutively
numbered,  and 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 holder of record of any share or
shares 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 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 laws of the State of Connecticut.

SECTION  2. LOST  CERTIFICATES.  If a share  certificate  be lost or  destroyed,
another  may be  issued  in its stead  upon  satisfactory  proof of such loss or
destruction  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 holder of record thereof,  or by his 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  shareholders  entitled to
notice of and to vote at any meeting of shareholders 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 shareholders, not less than ten full days, immediately preceding
the  date  on  which


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the particular  event requiring such  determination of shareholders 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  shareholders  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  shareholders  entitled  to
receive payment of such dividend or other distribution. Shareholders actually of
record at a record  date  shall be the only  shareholders  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 "1899"
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  shareholders,  and the  shareholders'  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, the  Certificate  of  Incorporation,
these Bylaws or a resolution of shareholders  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 him of notice of such meeting.



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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 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.

SECTION 6.  CHECKS,  DRAFTS AND NOTES.  All checks upon any bank account and all
drafts and notes of the  Corporation  shall be signed in its behalf  pursuant to
authorization of the Board of Directors.  In any event, such checks,  drafts and
notes may be signed by the President, or a Vice President or the Treasurer,  and
countersigned by another of said officers, without such authorization,  provided
that the same shall be signed and countersigned by separate persons.

SECTION 7.  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  holders  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 shareholders 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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