AMENDMENTS TO BY-LAWS OF AMERICOM USA, INC.
            
            
                    The following sections of the
            by-laws of AmeriCom USA, Inc. shall be
            amended to read as follows:
            
                    Section 2.3.  Election and Term. 
            The directors shall be divided into three
            classes, designated as Class I, Class II and
            Class III.  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.  The term of
            the initial Class I directors shall
            terminate on the date of the _____ annual
            meeting of stockholders; the term of the
            initial Class II directors shall terminate
            on the date of the ____ annual meeting of
            stockholders and the term of the initial
            Class III directors shall terminate on the
            date of the ____ annual meeting of 
            stockholders.
            
                    At each annual meeting of
            stockholders beginning in ____, successors
            to the class of directors whose term expires
            at that annual meeting shall be elected for
            a three-year term.  Unless otherwise
            provided by the Certificate of
            Incorporation, each director elected shall
            hold office until the annual meeting for the
            year in which his term expires and until his
            successor is duly elected and qualified, or
            until his earlier death, resignation,
            retirement, disqualification or removal
            
                    Section 2.4.  Vacancies.  If the
            number of directors is changed, the 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.  A director shall hold office
            until the annual meeting for the year in
            which his term expires and until his
            successor shall be elected and shall
            qualify, subject, however, to prior death,
            resignation, retirement, disqualification or
            removal from office.  Any vacancy on the
            Board of Directors, howsoever resulting, may
            be filled by a majority of the directors
            then in office, even if less than a quorum,
            or by a sole remaining director.  Any
            director elected to fill a vacancy shall
            hold office for a term that shall coincide
            with the term of the class to which such
            director shall have been elected and in no
            event shall a decrease in the number of
            directors shorten the term of any incumbent 
            director.
            
                    Notwithstanding the foregoing,
            whenever the holders of any one or more
            classes or series of Preferred Stock issued
            by the Corporation shall have the right,
            voting separately by class or series, to
            elect directors at an annual meeting 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 the Certificate of Incorporation or the
            resolution or resolutions adopted by the
            Board of Directors pursuant to Article FOUR
            of the Certificate of Incorporation
            applicable thereto, and such directors so
            elected shall not be divided into classes
            pursuant to Article SIXTEEN of the
            Certificate of Incorporation unless
            expressly provided by such terms.
            
                                    ARTICLE XI
                                 INDEMNIFICATION
            
                    Section 11.1      Right to
            Indemnification.  The corporation shall
            indemnify and hold harmless, to the fullest
            extent permitted by the Delaware General
            Corporation Law as it presently exists or
            may hereafter be amended, any person who was
            or is made or is threatened to be made a
            party or is otherwise involved in any
            action, suit or proceeding, whether civil,
            criminal, administrative or investigative (a
            "Proceeding") by reason of the fact that he,
            or a person for whom he is the legal
            representative, is or was a Director or
            officer of the corporation or is or was
            serving at the request of the corporation as
            a Director, officer, employee or agent of
            another corporation or of a partnership,
            joint venture, trust, enterprise or
            nonprofit entity, including service as an
            officer and Director of a subsidiary of the
            Corporation and service with respect to
            employee benefit plans, against all
            liability and loss suffered and expenses
            (including attorneys' fees) reasonably
            incurred by such person.  The corporation
            shall be required to indemnify a person in
            connection with a Proceeding (or part
            thereof) initiated by such person only if
            the proceeding (or part thereof) was
            authorized by the Board of Directors of the 
            corporation.
            
                    Section 11.2      Advancement of
            Expenses.  The corporation shall pay the
            reasonable expenses (including attorneys'
            fees) incurred in defending any Proceeding
            in advance of its final disposition,
            provided, however, that the payment of
            expenses incurred by a Director or officer
            advance of the final disposition of the
            Proceeding shall be made only upon receipt
            of an undertaking by the Director or officer
            to repay all amounts advanced if it should
            be ultimately determined that the Director
            or officer is not entitled to be indemnified
            under this Article or otherwise.
            
                    Section 11.3      Claims.  If a
            claim for indemnification or advancement of
            expenses under this Article is not paid in
            full within sixty days after a written claim
            therefor has been received by the
            corporation, the claimant may file suit to
            recover the unpaid amount of such claim and,
            if successful in whole or in part, shall be
            entitled to be paid all of the expense of
            prosecuting such action.  In any such action
            the corporation shall have the burden of
            proving that the claimant was not entitled
            to the requested indemnification or payment
            of expenses under applicable law.
            
                    Section 11.4      Nonexclusivity of
            Rights.  The rights conferred on any person
            by Article 11 shall not be exclusive of any
            other rights which such person may have or
            hereafter acquire under any statute,
            provision of the Certificate of
            Incorporation, these Bylaws, agreement, vote
            of stockholders or disinterested directors
            or otherwise.
            
                    Section 11.5      Other
            Indemnification.  The Corporation's
            obligation, if any, to indemnify any person
            who was or is serving at its request as a
            director, officer, employee or agent of
            another corporation, partnership, joint
            venture, trust, enterprise or nonprofit
            entity shall be reduced by any amount such
            person may collect as indemnification from
            such other corporation, partnership, joint
            venture, trust, enterprise or nonprofit 
            enterprise.
            
                    Section 11.6      Amendment or
            Repeal.  Any repeal or modification of the
            foregoing provisions of this Article 11
            shall not adversely affect any right or
            protection hereunder of any person in
            respect of any act or omission occurring
            prior to the time of such repeal or 
            modification.