Exhibit 3(c)

                            DATA GENERAL CORPORATION
                                    BY-LAWS*

                                    ARTICLE I
                                     OFFICES.

     SECTION 1. The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.

     SECTION 2. The  Corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from time
to time determine or the business of the Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     SECTION 1. All meetings of the  stockholders  for the election of directors
shall be held in the City of New York,  State of New York,  at such place as may
be fixed from time to time by the board of  directors,  or at such  other  place
either within or without the State of Delaware as shall be designated  from time
to time by the  board of  directors  and  stated in the  notice of the  meeting.
Meetings  of  stockholders  for any other  purpose  may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

     SECTION 2. Annual meetings of stockholders,  commencing with the year 1985,
shall be held on the last Wednesday in January if not a legal holiday,  and if a
legal holiday, then on the next secular day following, at 11:00 A.M., or at such
other  date and time as shall be  designated  from  time to time by the board of
directors and stated in the notice of the meeting,  at which they shall elect by
a plurality vote by written ballot a board of directors, and transact such other
business as may properly be brought before the meeting.

     SECTION 3. Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder  entitled to vote at such
meeting  not less  than ten nor more  than  sixty  days  before  the date of the
meeting.

     SECTION  4.  The  officer  who  has  charge  of  the  stock  ledger  of the
Corporation  shall  prepare and make,  at least ten days before every meeting of
stockholders,  a  complete  list  of the  stockholders  entitled  to vote at the
meeting, arranged in alphabetical order, showing the address of each stockholder
and the number of shares registered in the name of each  stockholder.  Such list
shall be open to the examination of any stockholder,  for any purpose germane to
the meeting,  during the ordinary  business hours,  for a period of at least ten
days prior to the  meeting,  either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting,  or,
if not so  specified,  at the place  where the  meeting is to be held.  The list
shall also be produced and kept at the time and place of the meeting  during the
whole time thereof, and may be inspected by any stockholder who may be present.

     SECTION  5.  Special  meetings  of the  stockholders,  for any  purpose  or
purposes,  unless  otherwise  prescribed  by  statute or by the  certificate  of
incorporation,  may be so  called  by the  president  and shall be called by the
president  or  secretary at the request in writing of a majority of the board of
directors,  or the request in writing of stockholders owning at least two-thirds
in amount of the entire capital stock of the Corporation  issued and outstanding
and entitled to vote generally in the election of directors.  Such request shall
state the purpose or purposes of the proposed meeting.

     SECTION 6. Written notice of a special meeting, stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than ten nor more than fifty days before the date of the
meeting to each stockholder entitled to vote at such meeting.

     SECTION 7. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

     SECTION 8. The  holders of a majority of the stock  issued and  outstanding
and entitled to vote thereat,  present in person or represented by proxy,  shall
constitute a quorum at all meetings of the  stockholders  for the transaction of
business  except as  otherwise  provided  by  statute or by the  certificate  of
incorporation.  If, however,  such quorum shall not be present or represented at
any meeting of the  stockholders,  the  stockholders  entitled to vote  thereat,
present in person or  represented  by proxy,  shall  have  power to adjourn  the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting,  until a quorum  shall be present  or  represented.  At such  adjourned
meeting at which a quorum  shall be present or  represented  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  If the  adjournment  is for more than  thirty  days,  or if after the
adjournment a new record date is fixed for the adjourned meeting a notice of the
adjourned  meeting shall be given to each stockholder of record entitled to vote
at the meeting.

     SECTION 9. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or  represented
by proxy shall  decide any  question  brought  before such  meeting,  unless the
question  is one upon  which,  by express  provision  of the  statutes or of the
certificate  of  incorporation,  a different vote is required in which case such
express provision shall govern and control the decision of such question.

     SECTION 10. Each stockholder  shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the  capital  stock
having  voting  power held by such  stockholder,  but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

     SECTION  11.  Whenever  the vote of  stockholders  at a meeting  thereof is
required  or  permitted  to be taken  for or in  connection  with any  corporate
action,  by any provision of the statutes,  the meeting and vote of stockholders
may be dispensed with if all of the stockholders who would have been entitled to
vote upon the action if such meeting were held shall  consent in writing to such
corporate action being taken; or if the certificate of incorporation  authorizes
the action to be taken with the written  consent of the holders of less than all
of the stock who would have been  entitled  to vote upon the action if a meeting
were held, then on the written consent of the stockholders  having not less than
such  percentage  of the  total  number  of  votes as may be  authorized  in the
certificate of incorporation; provided that in no case shall the written consent
be by the holders of stock having less than the minimum  percentage of the total
vote required by statute for the proposed  corporate  action,  and provided that
prompt  notice  must be given to all  stockholders  of the  taking of  corporate
action without a meeting and by less than unanimous written consent.

     SECTION  12.  (a)  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 (i) pursuant
to the Corporation's  notice of meeting delivered  pursuant to Section 3 of this
Article  12,  (ii)  by or at the  direction  of the  chairman  of the  board  of
directors or (iii) by any stockholder of the Corporation who is entitled to vote
at the meeting,  who complied with the notice procedures set forth in paragraphs
(b) and (c) of this Section 12 and who was a  stockholder  of record at the time
such notice is delivered to the secretary of the Corporation.

                   (b) For nominations or other business to be properly  brought
before an annual meeting by a stockholder  pursuant to clause (iii) of paragraph
(a) of this by-law,  the  stockholder  must have given timely notice  thereof in
writing to the  secretary  of the  Corporation.  To be timely,  a  stockholder's
notice shall be delivered to the secretary at the principal executive offices of
the  Corporation not less than ninety days nor more than one hundred eighty days
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  advanced by
more than thirty days, or delayed by more than sixty days, from such anniversary
date,  notice by the  stockholder  to be timely must be so delivered not earlier
than the one hundred  eightieth  day prior to such annual  meeting and not later
than the  close of  business  on the  later of the  ninetieth  day prior to such
annual  meeting or the tenth day following the day on which public  announcement
of the date of such meeting is first made.  In lieu of delivery to the secretary
of the Corporation,  notice may be mailed to the secretary of the Corporation by
certified mail, return receipt requested, but shall be deemed to have been given
only upon actual receipt by the secretary of the Corporation. Such stockholder's
notice  shall set forth (i) 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,  or is  otherwise  required,  in each case  pursuant to
Regulation  14A under the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act"),  including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected; (ii) 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 (iii) as to the  stockholder  giving the notice
and the beneficial  owner, if any, on whose behalf the nomination or proposal is
made  (A) the  name and  address  of such  stockholder,  as they  appear  on the
Corporation's  books,  and of such beneficial owner and (B) the class and number
of shares of the Corporation which are owned  beneficially and of record by such
stockholder and such beneficial owner.

                   (c)  Notwithstanding  anything  in  the  second  sentence  of
paragraph  (b) of this by-law 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  naming all of the  nominees for
director or specifying the size of the increased  board of directors made by the
Corporation  at  least  seventy  days  prior  to the  first  anniversary  of the
preceding year's annual meeting,  a stockholder's  notice required by the by-law
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 tenth day following the day on which such public announcement is
first made by the Corporation.

     SECTION 13. 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  pursuant  to  Section 5 of this  Article  12.
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) by any  stockholder of the  Corporation who is entitled to vote
at the meeting, who complies with the notice procedures set forth in this by-law
and who is a  stockholder  of record at the time such notice is delivered to the
secretary  of the  Corporation.  Nominations  by  stockholders  of  persons  for
election  to the board of  directors  may be made at such a special  meeting  of
stockholders if the  stockholder's  notice as required by Section 12(b) of these
by-laws shall be delivered to the secretary at the principal  executive  offices
of the  Corporation  not earlier  than the  ninetieth  day prior to such special
meeting and not later than the close of  business  on the later of the  sixtieth
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.

     SECTION  14. (a) Only  persons who are  nominated  in  accordance  with the
procedures set forth in these by-laws shall be eligible to serve as director 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
these  by-laws.  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  determine  whether a  nomination  or any  business  proposed  to be
brought before the meeting was made in accordance  with the procedures set forth
in  these  by-laws  and,  if  any  proposed  nomination  or  business  is not in
compliance  with these  by-laws,  to declare  that such  defective  proposal  or
nomination shall be disregarded.

                  (b) For purposes of these by-laws, "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.

                  (c) Notwithstanding the foregoing provisions of this by-law, 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 these  by-laws.  Nothing in these by-laws shall be deemed to affect any
rights of  stockholders to request  inclusion of proposals in the  Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

     SECTION 15. (a) The board of directors by  resolution  shall appoint one or
more inspectors, which inspector or inspectors may include individuals who serve
the Corporation in other capacities, including, without limitation, as officers,
employees,  agents or representatives of the Corporation,  to act at the meeting
and make a written  report  thereof.  One or more persons may be  designated  as
alternate  inspectors to replace any inspector who fails to act. If no inspector
or alternate has been  appointed to act, or if all  inspectors or alternates who
have been  appointed  are  unable  to act,  at a meeting  of  stockholders,  the
chairman  of the meeting  shall  appoint  one or more  inspectors  to act at the
meeting.  Each inspector,  before discharging his or her duties,  shall take and
sign an  oath  faithfully  to  execute  the  duties  of  inspector  with  strict
impartiality  and  according to the best of his or her ability.  The  inspectors
shall have the duties prescribed by the General  Corporation Law of the State of
Delaware.

                 (b) The  chairman of the meeting  shall fix and announce at the
meeting  the date and time of the  opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting.

                                   ARTICLE III
                                    DIRECTORS

     SECTION 1. The number of directors  which shall  constitute the whole board
shall be not less than three nor more than  fifteen.  Within  the  limits  above
specified,  the number of directors  shall be  determined  by  resolution of the
board of directors or by the  stockholders at the annual meeting.  The directors
shall be elected at the annual meeting of the  stockholders,  except as provided
in Section 2 of this Article,  and each director elected shall hold office until
his successor is elected and qualified. Directors need not be stockholders.

     SECTION 2.  Vacancies and newly created  directorships  resulting  from any
increase in the  authorized  number of directors  may be filled by a majority of
the directors then in office,  though less than a quorum, or by a sole remaining
director,  and the  directors  so chosen shall hold office until the next annual
election and until their  successors are duly elected and shall qualify,  unless
sooner  displaced.  If there are no  directors  in office,  then an  election of
directors may be held in the same manner provided by statute. If, at the time of
filling any vacancy or newly created directorship,  the directors then in office
shall  constitute  less  than a  majority  of the whole  board  (as  constituted
immediately  prior to any  such  increase),  the  Court of  Chancery  may,  upon
application of any stockholder or  stockholders  holding at least ten percent of
the total number of the shares at the time outstanding  having the right to vote
for such  directors,  summarily  order an  election  to be held to fill any such
vacancies or newly created directorships,  or to replace the directors chosen by
the directors then in office.

     SECTION 3. The business of the Corporation shall be managed by its board of
directors  which 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.

                       MEETINGS OF THE BOARD OF DIRECTORS

     SECTION 4. The board of directors  of the  Corporation  may hold  meetings,
both regular and special, either within or without the State of Delaware.

     SECTION 5. The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the stockholders
at the annual  meeting and no notice of such  meeting  shall be necessary to the
newly elected  directors in order legally to constitute the meeting,  provided a
quorum shall be present.  In the event of the failure of the stockholders to fix
the time or place of such first meeting of the newly elected board of directors,
or in the event  such  meeting is not held at the time and place so fixed by the
stockholders,  the  meeting  may be held at such  time  and  place  as  shall be
specified in a notice given as hereinafter  provided for special meetings of the
board of directors,  or as shall be specified in a written  waiver signed by all
of the directors.

     SECTION 6. Regular  meetings of the board of directors  may be held without
notice at such time and at such place as shall  from time to time be  determined
by the board.

     SECTION 7. Special  meetings of the board may be called by the president on
three  days'  notice  to  each  director,  either  personally  or by  mail or by
telegram; special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors.

     SECTION 8. At all meetings of the board a majority of the  directors  shall
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. If a quorum shall not be present
at any  meeting of the board of  directors  the  directors  present  thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     SECTION 9. Unless otherwise  restricted by the certificate of incorporation
or these by-laws, any action required or permitted to be taken at any meeting of
the  board of  directors  or of any  committee  thereof  may be taken  without a
meeting,  if all members of the board or committee,  as the case may be, consent
thereto in writing,  and the  writing or writings  are filed with the minutes of
proceedings of the board or committee.

                             COMMITTEES OF DIRECTORS

     SECTION 10. The board of directors may, by resolution  passed by a majority
of the whole board, designate one or more committees,  each committee to consist
of one or more of the directors of the Corporation.  The board may designate one
or more  directors as alternate  members of any  committee,  who may replace any
absent  or  disqualified  member  at any  meeting  of the  committee.  Any  such
committee, to the extent provided in the resolution, shall have and may exercise
the powers of the board of  directors  in the  management  of the  business  and
affairs of the Corporation,  and may authorize the seal of the Corporation to be
affixed to all papers  which may  require  it;  provided,  however,  that in the
absence or disqualification  of any member of such committee or committees,  the
member or members  thereof  present at any  meeting  and not  disqualified  from
voting,  whether or not he or they constitute a quorum, may unanimously  appoint
another  member of the board of  directors to act at the meeting in the place of
any such absent or disqualified  member. Such committee or committees shall have
such name or names as may be determined from time to time by resolution  adopted
by the board of directors.

     SECTION 11. Each committee  shall keep regular  minutes of its meetings and
report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

     SECTION 12. The directors may be paid their expenses, if any, of attendance
at each  meeting  of the  board  of  directors  and may be paid a fixed  sum for
attendance  at each  meeting  of the board of  directors  or a stated  salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
Corporation in any other capacity and receiving compensation  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV
                                     NOTICES

     SECTION  1.  Whenever,  under  the  provisions  of the  statutes  or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any  director or  stockholder,  it shall not be  construed  to mean  personal
notice,  but such notice may be given in  writing,  by mail,  addressed  to such
director  or  stockholder,  at his  address as it appears on the  records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be  deposited  in the United  States mail.
Notice to directors may also be given by telegram.

     SECTION 2. Whenever any notice is required to be given under the provisions
of the statutes or of the certificate of  incorporation  or of these by-laws,  a
waiver  thereof in  writing,  signed by the person or persons  entitled  to said
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent thereto.

                                    ARTICLE V
                                    OFFICERS

     SECTION 1. The officers of the Corporation shall be a chairman of the board
of  directors,  a  vice-chairman  of the  board,  a  chairman  of the  executive
committee  of the board,  a  president,  a  vice-president,  a  secretary  and a
treasurer.  The board of directors may also choose  additional  vice-presidents,
and one or more assistant  secretaries and assistant  treasurers.  Any number of
offices may be held by the same person,  unless the certificate of incorporation
or these by-laws otherwise provide.

     SECTION 2. The board of  directors at its first  meeting  after each annual
meeting of stockholders shall choose a chairman of the board, a vice-chairman, a
chairman of the  executive  committee  of the board,  a  president,  one or more
vice-presidents, a secretary and a treasurer.

     SECTION 3. The board of  directors  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.  The president may appoint one or more assistant
vice-presidents  and one or more other officers to act under the  supervision of
officers  elected  or  appointed  by the  board,  each of whom  shall hold their
positions for such terms and shall  exercise such powers and perform such duties
as shall be determined from time to time by the president.

     SECTION 4. The salaries of all officers and agents of the Corporation shall
be fixed by the board of directors.

     SECTION 5. The  officers of the  Corporation  shall hold office until their
successors are chosen and qualify. 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 board of directors.  Any vacancy  occurring in any office of the Corporation
shall be filled by the board of directors.

                            THE CHAIRMAN OF THE BOARD

     SECTION 6. The chairman of the board of directors  shall be a member of the
board and shall preside at all meetings of the board of directors. He shall have
such  other  powers  and  perform  such other  duties as are  provided  in these
by-laws,  and, in addition  thereto,  as the board of directors may from time to
time determine.

                         THE VICE-CHAIRMAN OF THE BOARD

     SECTION 7. The  vice-chairman  of the board  shall be a member of the board
and shall  perform the duties of the  chairman in his absence or in the event of
his  inability  or refusal to act,  and,  when so acting,  he shall have all the
powers of the  chairman.  He shall have such other powers and perform such other
duties as are provided in these by-laws,  and, in addition thereto, as the board
of directors may from time to time determine.

              THE CHAIRMAN OF THE EXECUTIVE COMMITTEE OF THE BOARD

     SECTION  8.  The  chairman  of the  executive  committee  of the  board  of
directors shall preside at all meetings of the executive  committee of the board
of  directors.  He shall have such other powers and perform such other duties as
are  provided  in these  by-laws  and,  in  addition  thereto,  as the  board of
directors may from time to time determine.

                                  THE PRESIDENT

     SECTION  9. The  president  shall be the  chief  executive  officer  of the
Corporation and shall have general and active  management of the business of the
Corporation  and  shall  see that all  orders  and  resolutions  of the board of
directors are carried into effect.  The president  shall preside at all meetings
of the  stockholders.  He shall have such other  powers and  perform  such other
duties as are provided in these by-laws and, in addition  thereto,  as the board
of directors may from time to time determine.

     SECTION 10. He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the Corporation, except where required or permitted by
law to be  otherwise  signed and  executed  and  except  where the  signing  and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

     SECTION  11.  In the  absence  of the  president  or in  the  event  of his
inability or refusal to act, the  vice-president  (or in the event there be more
than one vice-president,  the vice-presidents in the order designated, or in the
absence of any designation,  then in the order of their election) shall have all
the powers of and be subject to all the  restrictions  upon the  president.  The
vice-presidents  shall  perform  such other duties and have such other powers as
the board of directors may from time to time prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

     SECTION  12.  The  secretary  shall  attend  all  meetings  of the board of
directors and all meetings of the stockholders and record all the proceedings of
the  meetings of the  Corporation  and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing  committees
when  required.  He shall give, or cause to be given,  notice of all meetings of
the  stockholders  and  special  meetings of the board of  directors,  and shall
perform  such other  duties as may be  prescribed  by the board of  directors or
president,  under whose  supervision  he shall be. He shall have  custody of the
corporate seal of the Corporation and he, or an assistant secretary,  shall have
authority to affix the same to any instrument requiring it and, when so affixed,
it may be  attested  by his  signature  or by the  signature  of such  assistant
secretary.  The  board of  directors  may give  general  authority  to any other
officer to affix the seal of the  Corporation  and to attest the affixing by his
signature.

     SECTION  13. The  assistant  secretary,  or if there be more than one,  the
assistant  secretaries in the order  determined by the board of directors (or if
there be no such determination,  then in the order of their election), shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the  secretary  and shall  perform
such other duties and have such other powers as the board of directors  may from
time to time prescribe.

                      THE TREASURER AND ASSISTANT TREASURER

     SECTION 14. The treasurer shall have the custody of the corporate funds and
securities   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements in books belonging to the corporation 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.

     SECTION  15.  He shall  disburse  the  funds of the  Corporation  as may be
ordered  by  the  board  of   directors,   taking   proper   vouchers  for  such
disbursements,  and shall render to the president and the board of directors, at
its regular meetings,  or when the board of directors so requires, an account of
all  his  transactions  as  treasurer  and of  the  financial  condition  of the
Corporation.

     SECTION  16. If  required  by the  board of  directors,  he shall  give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be  satisfactory  to the board of directors 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.

     SECTION 17. The  assistant  treasurer,  or if there shall be more than one,
the assistant  treasurers in the order  determined by the board of directors (or
if there be no such determination,  then in the order of their election), shall,
in the absence of the  treasurer or in the event of his  inability or refusal to
act,  perform  the duties and  exercise  the powers of the  treasurer  and shall
perform  such other  duties and have such other powers as the board of directors
may from time to time prescribe.

                                   ARTICLE VI
                                 INDEMNIFICATION

     SECTION 1. The Corporation shall indemnify any person who was or is a party
or is  threatened  to be made a party to 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 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  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he 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 no reasonable cause to believe his conduct was unlawful. 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  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 conduct was unlawful.

     SECTION 2. The Corporation shall indemnify any person who was or is 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 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  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the  Corporation and 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  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
or such other court shall deem proper.

     SECTION 3. To the extent that a director, officer, employee or agent of the
Corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding  referred to in Section 1 or 2 of this Article VI or
in  defense  of any  claim,  issue or matter  therein,  he shall be  indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

     SECTION  4. Any  indemnification  under  Section 1 or 2 of this  Article VI
(unless ordered by a court) shall be made by the Corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard of conduct set forth in Section 1 or 2 of this  Article VI.
Such  determination  shall  be  made  (a)  by  the  Board  of  Directors  of the
Corporation  by a majority  vote of the  directors  who were not parties to such
action, suit or proceedings;  (b) by a committee of such disinterested directors
designated by majority vote of such  disinterested  directors,  even though less
than a  quorum;  (c)  if  there  are  no  disinterested  directors,  or if  such
disinterested  directors so direct,  by  independent  legal counsel in a written
opinion; or (d) by the stockholders.

     SECTION 5. Expenses incurred in defending a civil or criminal action,  suit
or proceeding may be paid by the Corporation in advance of the final disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of the  director,  officer,  employee or agent to repay such amount if it
shall  ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article.

     SECTION 6. The  indemnification and advancement of expenses provided by, or
granted  pursuant  to, the other  sections of this  Article  shall not be deemed
exclusive  of any other  rights  to which a person  seeking  indemnification  or
advancement  of expenses may be entitled  under any by-law,  agreement,  vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office.

     SECTION  7. The  Corporation  shall  have power to  purchase  and  maintain
insurance on behalf of 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
asserted against him and incurred by him in any such capacity, or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him against such liability under the provisions of this Article.

     SECTION 8. For purposes of Article VI,  references  to "other  enterprises"
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
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 Article VI.

     SECTION 9. The  indemnification and advancement of expenses provided by, or
granted  pursuant  to,  this  Article  shall,  unless  otherwise  provided  when
authorized or ratified, 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.

                                   ARTICLE VII
                              CERTIFICATES OF STOCK

     SECTION 1. Every  holder of stock in the  Corporation  shall be entitled to
have a  certificate,  signed  by,  or in the  name of the  Corporation  by,  the
president or a vice-president  and the treasurer or an assistant  treasurer,  or
the  secretary or an  assistant  secretary of the  Corporation,  certifying  the
number of shares owned by him in the  Corporation.  If the Corporation  shall be
authorized  to issue more than one class of stock or more than one series of any
class, the designations,  preferences and relative,  participating,  optional or
other  special  rights  of  each  class  of  stock  or  series  thereof  and the
qualifications,  limitations or restrictions of such  preferences  and/or rights
shall be set forth in full or summarized on the face or back of the  certificate
which the  Corporation  shall issue to represent  such class or series of stock,
provided  that,  except as  otherwise  provided  in section  202 of the  General
Corporation Law of Delaware, in lieu of the foregoing requirements, there may be
set forth on the face or back of the  certificate  which the  Corporation  shall
issue  to  represent  such  class or  series  of  stock,  a  statement  that the
Corporation  will furnish without charge to each stockholder who so requests the
designations, preferences and relative, participating, optional or other special
rights  of each  class  of  stock  or  series  thereof  and the  qualifications,
limitations or restrictions of such preferences and/or rights.

     SECTION 2. 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,  the signatures of the officers of the  Corporation
may be  facsimiles.  In case any  officer  who has  signed  or  whose  facsimile
signature  has been  placed  upon a  certificate  shall  have  ceased to be such
officer before such  certificate is issued,  it may be issued by the Corporation
with the same effect as if he were such officer at the date of issue.

                                LOST CERTIFICATES

     SECTION  3.  The  board  of  directors  may  direct  a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  Corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new  certificate or  certificates  the board of directors may, in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost,  stolen or destroyed  certificate  or  certificates,  or his
legal  representative,  to advertise the same in such manner as it shall require
and/or to give the  Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the  Corporation  with respect to the
certificate alleged to have been lost, stolen or destroyed.


                               TRANSFERS OF STOCK

     SECTION 4. Upon  surrender to the  Corporation or the transfer agent of the
Corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of  succession,  assignment  or authority to transfer,  it shall be the
duty of the  Corporation  to  issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

     SECTION 5. 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,  or to  express  consent  to  corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or 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, in advance, a record date,
which  shall not be more than  sixty nor less than ten days  before  the date of
such  meeting,   nor  more  than  sixty  days  prior  to  any  other  action.  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.

                             REGISTERED STOCKHOLDERS

     SECTION 6. The  Corporation  shall be entitled to recognize  the  exclusive
right of a person  registered  on its books as the  owner of  shares to  receive
dividends,  and to  vote  as  such  owner,  and to hold  liable  for  calls  and
assessments a person  registered on its books as the owner of shares,  and 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 shall have
express or other notice  thereof,  except as  otherwise  provided by the laws of
Delaware.

                                  ARTICLE VIII
                               GENERAL PROVISIONS
                                    DIVIDENDS

     SECTION 1. 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,
subject to the provisions of the certificate of incorporation.

     SECTION 2. 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 or reserves 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  interest  of  the
Corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

     SECTION 3. The board of directors shall present at each annual meeting, and
at any  special  meeting  of the  stockholders  when  called  for by vote of the
stockholders,  a full and clear  statement of the business and  condition of the
Corporation.

                                     CHECKS

     SECTION  4. All checks or  demands  for money and notes of the  Corporation
shall be signed by such  officer or officers or such other  person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

     SECTION 5. The fiscal year of the Corporation  shall be fixed by resolution
of the board of directors.

                                      SEAL

     SECTION 6. The corporate seal shall have inscribed  thereon the name of the
Corporation,  the  year of its  organization  and  the  words  "Corporate  Seal,
Delaware."  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.

                                   ARTICLE IX
                                   AMENDMENTS

     SECTION 1. These  by-laws  may be  altered,  amended  or  repealed,  or new
by-laws may be adopted by the  stockholders  or by the board of directors,  when
such  power is  conferred  upon the board of  directors  by the  certificate  of
incorporation  at any  regular  meeting of the  stockholders  or of the board of
directors  or at the  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.