EXHIBIT 3.2
                                                      -----------


                             BYLAWS

                               of

                      USA RADIO.COM, INC.

                    (a Delaware corporation)



                           ARTICLE I

                            Offices

     SECTION 1.1.   The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State
of Delaware.

     SECTION 1.2.   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 2.1.   Annual Meetings.  The annual meeting of the
stockholders for the election of directors and for the
transaction of such other business as may properly come before
the meeting shall be held at such place within or without the
State of Delaware, and on such date and at such hour of the day
as the Board of Directors shall determine.

     SECTION 2.2.   Special Meetings.  Special meetings of the
stockholders for any purpose or purposes, unless otherwise
prescribed by statute or by the Certificate of Incorporation, may
be called by order of 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 whole Executive Committee. Special
meetings of the stockholders of the Corporation may not be called
by any other person or persons. Special meetings of the
stockholders shall be held at such place within or without the
State of Delaware, on such date, and at such time as may be
designated by the person or persons calling the meeting.

     SECTION 2.3.   Notice of Meetings.  Written notice of every
meeting of stockholders, stating the time, place and purposes
thereof, shall be given personally or by mail at least ten (10),
but not more than sixty (60), days (except as otherwise provided
by law) before the date of such meeting to each person who
appears on the stock transfer books of the Corporation as a
stockholder and who is entitled to vote at such meeting.  If such
notice is mailed, it shall be directed to such stockholder at his
address as it appears on the stock transfer books of the
Corporation.

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     SECTION 2.4.   Quorum.  At any meeting of the stockholders
the holders of a majority of the shares of the Corporation
entitled to vote at such meeting, present in person or
represented by proxy, shall constitute a quorum for all purposes,
except where otherwise provided by law or in the Certificate of
Incorporation.  A quorum, once established, shall not be broken
by the withdrawal of enough votes to leave less than a quorum and
the votes present may continue to transact business until
adjournment, provided that any action (other than adjournment) is
approved by at least a majority of the shares required to
constitute a quorum.

     SECTION 2.5.   Adjournments.  If at any meeting of
stockholders a quorum shall fail to attend in person or by proxy,
the holders of a majority of the shares present in person or by
proxy and entitled to vote at such meeting may adjourn the
meeting from time to time until a quorum shall attend, and
thereupon any business may be transacted which might have been
transacted at the meeting as originally called.  Notice need not
be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken;
provided, however, that if the adjournment is for more than
thirty (30) days or if after the adjournment a new record date is
fixed, notice of the adjourned date shall be given.

     SECTION 2.6.   Organization; Meeting Rules.  The Chairman of
the Board, if one is elected, and in his absence the President,
and in their absence the Vice President, shall call meetings of
the stockholders to order and shall act as chairman thereof.  The
Secretary or an Assistant Secretary of the Corporation shall act
as secretary at all meetings of the stockholders when present,
and, in the absence of both, the presiding officer may appoint
any person to act as secretary.  The chairman of any meeting of
stockholders shall determine the order of business and the rules
and procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as he may deem
appropriate in his discretion.

     SECTION 2.7.   Voting.  At each meeting of the stockholders,
each holder of the shares of Common Stock shall be entitled to
one vote on such matter for each such share and may exercise such
voting right either in person or by proxy appointed by an
instrument in writing subscribed by such stockholder or his duly
authorized attorney.  No such proxy shall be voted or acted upon
after eleven (11) months from its date unless the proxy provides
for a longer period.  Voting need not be by ballot.  All
elections of  directors shall be decided by a plurality vote and
all questions decided and actions authorized by a majority vote,
except as otherwise required by law.

     SECTION 2.8.   Inspectors.  At any meeting of stockholders,
inspectors of election may be appointed by the presiding officer
of the meeting for the purpose of opening and closing the polls,
receiving and taking charge of the proxies, and receiving and
counting the ballots or the vote of stockholders otherwise given.
The inspectors shall be appointed by the presiding officer of the
meeting, shall be sworn to faithfully perform their duties, and
shall in writing certify to the returns.  No candidate for
election as director shall be appointed or act as inspector.

     SECTION 2.9.   Stockholder List.  At least ten (10) days
before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of such
stockholder, shall be prepared and held open to the examination
of any stockholder, for any purpose germane to the meeting,
during ordinary business hours for said

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ten (10) days 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 meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

     SECTION 2.10.  Business to be Transacted at Meetings.  At a
meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting.
To be properly brought before a special meeting, business must be
specified in the notice of the meeting (or any supplement
thereto). To be properly brought before an annual meeting,
business must be (a) specified in the notice of the meeting (or
any supplement thereto) given by or at the direction of the Board
of Directors, (b) otherwise properly brought before the meeting
by or at the direction of the Board of Directors or (c) otherwise
properly brought before the meeting by a stockholder. For
business to be properly brought before an annual meeting by a
stockholder, the stockholder must, in addition to any
requirements imposed by federal securities law or other laws,
have given timely notice thereof in writing to the secretary of
the Corporation. To be timely for an annual meeting, a
stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation, no later
than ninety (90) days prior to the scheduled meeting, regardless
of any postponements, deferrals or adjournments of that meeting
to a later date; provided, however, if less than one hundred
(100) days notice or prior public disclosure of the date of the
scheduled meeting is given, notice by the stockholders must be so
delivered or received not later than the close of business on the
tenth (10th) day following the earlier of the day on which such
notice of the date of the scheduled annual meeting was mailed or
the day on which public disclosure was made. A stockholder's
notice to the secretary with regard to an annual meeting shall
set forth as to each matter that the stockholder proposes to
bring before the meeting, (a) a brief description of the business
desired to be brought before the meeting and the reasons for
conducting such business at the annual meeting, (b) the name and
address, as they appear on the Corporation's books, of the
stockholders supporting such proposal, (c) the class and number
of shares of the Corporation that are beneficially owned by the
supporting stockholders on the date of the presenting
stockholders' notice and (d) any material interest of the
presenting or supporting stockholders in such business.  The
Chairman of the meeting may refuse to bring before a meeting any
business not properly brought before the meeting in compliance
with this section.

                          ARTICLE III

                           Directors

     SECTION 3.1.   Functions and Number.  The property, business
and affairs of the Corporation shall be managed and controlled by
a Board of Directors, who need not be stockholders, citizens of
the United States or residents of the State of Delaware.  The
number of members which shall constitute the Board of Directors
shall be determined from time to time by resolution of the Board
of Directors or by the stockholders at an annual or special
meeting held for that purpose, but no decrease in the Board of
Directors shall have the effect of shortening the term of an
incumbent director.  Upon approval of these Bylaws, the Board of
Directors shall consist of nine (9) members, such number to
constitute the whole Board. The use of the phrase "whole Board"
herein refers to the total number of directors which the
Corporation would have if there were no vacancies.  Except as
otherwise provided by law or in these Bylaws or in the
Certificate of Incorporation, the directors shall be elected by
the stockholders entitled to vote at

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the annual meeting of stockholders of the Corporation. Subject to
law, to the Certificate of Incorporation and to the other
provisions of these Bylaws, each director shall hold office until
his or her term of office expires and until his or her successor
shall have been elected and qualified. The directors shall be
divided, with respect to the terms for which they severally hold
office, into three (3) classes, hereby designated as Class I,
Class II and Class III. Each class shall have at least three (3)
directors and the three (3) classes shall be as nearly equal in
number as possible. The initial term of office of the Class I,
Class II and Class III directors, elected at the 1998 annual
meeting of stockholders, shall expire at the next succeeding
annual meeting of stockholders, the second succeeding annual
meeting of stockholders and the third succeeding annual meeting
of stockholders, respectively. At each annual meeting of
stockholders after 1999, the successors of the class of directors
whose term expires at that meeting shall be elected to hold
office for a term expiring at the annual meeting of stockholders
to be held in the third year following the year of their
election.

     SECTION 3.2.   Removal.  Any director may be removed by the
affirmative vote of the holders of a majority of the then
outstanding shares of Common Stock only for cause.

     SECTION 3.3.   Vacancies.  Unless otherwise provided in the
Certificate of Incorporation or in these Bylaws, vacancies among
the directors, whether caused by resignation, death,
disqualification, removal, an increase in the authorized number
of directors or otherwise, may be filled by a majority of the
directors then in office, although less than a quorum, or by a
sole remaining director. Vacancies that occur on the Board of
Directors during the year may be filled by the Board of Directors
as hereinabove provided for the unexpired term of the vacating
directors predecessor in office.

     SECTION 3.4.   Place of Meeting.  The directors may hold
their meetings and may have one or more offices and keep the
books of the Corporation (except as otherwise may at any time be
provided by law) at such place or places within or without the
State of Delaware as the Board may from time to time determine.

     SECTION 3.5.   Annual Meeting.  The newly elected Board may
meet for the purpose of organization, the election of officers
and the transaction of other business, at such time and place
within or without the State of Delaware as shall be fixed as
provided in Section 3.7 of this Article for special meetings of
the Board of Directors.

     SECTION 3.6.   Regular Meetings.  Regular meetings of the
Board of Directors shall be held at such time and place within or
without the State of Delaware as the Board of Directors shall
from  time to time by resolution determine and no notice of such
regular meetings shall be required.

     SECTION 3.7.   Special Meetings.  Special meetings of the
Board of Directors shall be held whenever called by the direction
of the President or of one-third of the directors then in office.
The Secretary or some other officer or director of the
Corporation shall give notice to each director of the time and
place of each special meeting by mailing the same at least three
(3) days before the meeting or by telexing, telegraphing or
telephoning the same not later than the day before the meeting,
at the residence address of each director or at his usual place
of business. Special meetings of the Board shall be held at such
place within or without the State of Delaware as shall be
specified in the call for the meeting.  Unless expressly required
by statute,

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by the Certificate of Incorporation or by the Bylaws, neither the
business to be transacted at, nor the purpose of, any special
meeting of the Board of Directors need be specified in the notice
of a meeting.

     SECTION 3.8.   Quorum.  Except as otherwise provided by law
or in the Certificate of Incorporation, a majority of the
directors in office shall constitute a quorum for the transaction
of business.  A majority of those present at the time and place
of any regular or special meeting, if less than a quorum be
present, may adjourn from time to time without notice, until a
quorum be had.  The act of a majority of 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 provided by law or in
the Certificate of Incorporation.

     SECTION 3.9.   Compensation.  The Board of Directors shall
have the authority to fix by resolution the compensation of
directors.

     SECTION 3.10.  Organization.  At all meetings of the Board
of Directors, the President, or in his absence the Vice President
if he is a member of the Board, or in their absence, a chairman
chosen by the directors shall preside. The Secretary or an
Assistant Secretary of the Corporation shall act as secretary at
all meetings of the Board of Directors when present, and, in the
absence of both, the presiding officer may appoint any person to
act as  secretary.

     SECTION 3.11.  Telephone Meetings.  Any member of the Board
of Directors may participate in any meeting of such Board by
means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can
hear each other, and participation in any meeting pursuant to
this provision shall constitute presence in person at such
meeting.

     SECTION 3.12.  Informal Action.  Any action required or
permitted to be taken at any meeting of the Board of Directors,
or  any committee thereof,  may be taken without a meeting if all
the members of the Board consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of
the Board.

     SECTION 3.13.  Nomination of Director Candidates.  Subject
to the rights of the holders of Preferred Stock or any other
class of capital stock of the Corporation (other than Common
Stock) or any series of any of the foregoing that has been
outstanding, nominations for the election of directors may be
made by the Board of Directors, by any duly appointed committee
thereof or by any stockholder entitled to vote for the election
of directors. Any stockholder entitled to vote for the election
of directors at any meeting may nominate persons for election as
directors only if written notice of such stockholder's intent to
make such nomination is given, either by personal delivery or by
United States Mail, postage prepaid, to the Secretary of the
Corporation not later than ninety (90) days prior to the
scheduled meeting, regardless of any postponements, deferrals or
adjournments of that meeting to a later date; provided, however,
if less than one hundred (100) days notice or prior public
disclosure of the date of the scheduled meeting is given, notice
by the stockholders must be so delivered or received not later
than the close of business on the tenth (10th) day following the
earlier of the day on which such notice of the date of the
scheduled annual meeting was mailed or the day on which public
disclosure was made. Each such notice shall set forth:  (a) the
name, age, business address and residence address of the person
or persons intended to be nominated; (b) a representation that
the stockholder is a

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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 nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings
between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d)
such other information regarding each nominee proposed by such
stockholder as would have been required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had such requirements been applicable and
each nominee been nominated, or intended to be nominated, by the
Board of Directors; and (e) the consent of each nominee to serve
as a director of the Corporation if so elected. The Chairman of
the meeting may refuse to acknowledge the nomination of any
person not made in compliance with this section.

                           ARTICLE IV

                           Committees

     SECTION 4.1.   Executive Committee.  The Board of Directors,
by a resolution passed by a vote of a majority of the whole
Board, may appoint an Executive Committee of one or more
directors, which to the extent permitted by law and in said
resolution shall, during the intervals between the meetings of
the Board of Directors, in all cases where special directions
shall not have been given by the Board, have and exercise the
powers of the Board of Directors, including those powers
enumerated in these Bylaws which are not specifically reserved to
the Board of Directors, in the management of the property,
business and affairs of the Corporation; provided, however, that
the Executive Committee shall not have any power or authority to
amend the Certificate of Incorporation, to adopt any agreement of
merger or consolidation, to recommend to the stockholders the
sale, lease or exchange of all or substantially all of the
Corporation's property and assets, to recommend to the
stockholders a dissolution of the Corporation or a revocation of
dissolution, to amend the Bylaws of the Corporation, to declare a
dividend, to authorize the issuance of stock or to adopt a
certificate of ownership and merger.  The Executive Committee
shall have power to authorize the seal of the Corporation to be
affixed to all papers which may require it.  The Board of
Directors shall appoint the Chairman of the Executive Committee.
The members of the Executive Committee shall receive such
compensation and fees as from time to time may be fixed by the
Board of Directors.

     SECTION 4.2.   Alternates and Vacancies.  The Board of
Directors may designate one or more directors as alternate
members of the Executive Committee who may replace any absent or
disqualified member at any meeting of the Executive Committee.
In the absence or disqualification of a member of the Executive
Committee, 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.  All other vacancies in the
Executive Committee shall be filled by the Board of Directors in
the same manner as original appointments to such Committee.

     SECTION 4.3.   Committees to Report to Board.  The Executive
Committee shall keep regular minutes of its proceedings and all
action by the Executive Committee shall be reported to the Board
of Directors at its meeting next succeeding such action.

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     SECTION 4.4.   Procedure.  The Executive Committee shall fix
its own rules of procedure, and shall meet where and as provided
by such rules or by resolution of the Board of Directors.  The
presence of a majority of the then appointed number of each
committee created pursuant to this Article IV shall constitute a
quorum and in every case an affirmative vote by a majority of the
members of the committee present and not disqualified from voting
shall be the act of the committee.

     SECTION 4.5.   Other Committees.  From time to time the
Board of Directors by a resolution adopted by a majority of the
whole Board may appoint any other committee or committees for any
purpose or purposes, to the extent lawful, which shall have such
powers as shall be determined and specified by the Board of
Directors in the resolution of appointment.

     SECTION 4.6.   Termination of Committee Membership.  In the
event any person shall cease to be a director of the Corporation,
such person shall simultaneously therewith cease to be a member
of any committee appointed by the Board of Directors, or any
subcommittee thereof.

                           ARTICLE V

                            Officers

     SECTION 5.1.   Executive Officers.  The executive officers
of the Corporation may consist of a Chairman of the Board, a
President and Chief Executive Officer, one or more Vice
Presidents, a Treasurer and a Secretary, all of whom shall be
elected annually by the Board of Directors. Unless otherwise
provided in the resolution of election, each officer shall hold
office until the next annual election of directors and until his
successor shall have been qualified.  Any two of such offices may
be held by the same person.

     SECTION 5.2.   Subordinate Officers.  The Board of Directors
may appoint one or more Assistant Secretaries, one or more
Assistant Treasurers and such other subordinate officers and
agents as it may deem necessary or advisable, for such term as
the Board of Directors shall fix in such appointment, who shall
have such authority and perform such duties as may from time to
time be prescribed by the Board.

     SECTION 5.3.   Compensation.  The Board of Directors shall
have the power to fix the compensation of all officers, agents
and employees of the Corporation, which power, as to other than
elected officers, may be delegated as the Board of Directors
shall determine.

     SECTION 5.4.   Removal.  All officers, agents and employees
of the Corporation shall be subject to removal, with or without
cause, at any time by affirmative vote of the majority of the
whole Board of Directors whenever, in the judgment of the Board
of Directors, the best interests of the Corporation will be
served thereby.  The power to remove agents and employees, other
than officers or agents elected or appointed by the Board of
Directors, may be delegated as the Board of Directors shall
determine.

     SECTION 5.5.   Chairman of the Board.  If a Chairman of the
Board is elected, he shall be chosen from among the members of
the Board of Directors and shall preside at all meetings of the
directors and the stockholders of the Corporation.  The Chairman
of the Board

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shall, in general, have supervisory power over the Chief
Executive Officer and all other officers of the Corporation.

     SECTION 5.6.   The Chief Executive Officer.  The Chief
Executive Officer shall be the chief operating officer of the
Corporation and shall be responsible for insuring that the
President of the Corporation is capable of fulfilling his duties
to the Corporation and shall perform such other duties as the
Board of Directors shall prescribe.

     SECTION 5.7.   The President.  The President shall have the
general powers and duties of supervision and management of the
Corporation, shall report directly to the Chief Executive
Officer, 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 and directors at
which he is present.  The President shall also perform such other
duties as may from time to time be assigned to him by the Board
of Directors.

     SECTION 5.8.   Vice Presidents.  Each Vice President shall
perform such duties and shall have such authority as from time to
time may be assigned to him by the Board of Directors or the
President.

     SECTION 5.9.   The Treasurer.  The Treasurer shall have the
general care and custody of all the funds and securities of the
Corporation which may come into his hands and shall deposit the
same to the credit of the Corporation in such bank or banks or
depositaries as from time to time may be designated by the Board
of Directors or by an officer or officers authorized by the Board
of Directors to make such designation, and the Treasurer shall
pay out and dispose of the same under the direction of the Board
of Directors.  He shall have general charge of all securities of
the Corporation and shall in general perform all duties incident
to the position of Treasurer.

     SECTION 5.10.  The Secretary.  The Secretary shall keep the
minutes of all proceedings of the Board of Directors and the
minutes of all meetings of the stockholders and also, unless
otherwise directed by such committee, the minutes of each
standing committee, in books provided for that purpose, of which
he shall be the custodian; he shall attend to the giving and
serving of all notices for the Corporation; he shall have charge
of the seal of the Corporation, of the stock certificate books
and such other  books and papers as the Board of Directors may
direct; and he shall in general perform all the duties incident
to the office of Secretary and such other duties as may be
assigned to him by the Board of Directors.

     SECTION 5.11.  Vacancies.  All vacancies among the officers
for any cause shall be filled only by the Board of Directors.

     SECTION 5.12.  Bonding.  The Board of Directors shall have
power to require any officer or employee of the Corporation to
give bond for the faithful discharge of his duties in such form
and with such surety or sureties as the Board of Directors may
deem advisable.

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                           ARTICLE VI

                             Stock

     SECTION 6.1.   Form and Execution of Certificates.  The
shares of stock of the Corporation shall be represented by
certificates in such form as shall be approved by the Board of
Directors; provided that the Board of Directors of the
Corporation may provide by resolution that some or all of any or
all classes or series of its stock (other than the Common stock
of the Corporation) shall be uncertificated shares.  Any such
resolution shall not apply to shares represented by a certificate
until such certificate is surrendered to the Corporation; and,
notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates and
every holder of uncertificated shares shall be entitled to a
certificate or certificates representing his shares upon delivery
of a written request therefor to the Secretary of the
Corporation.   The certificates shall be signed by the President
or the Vice President and the Treasurer or the Secretary or an
Assistant Treasurer or Assistant Secretary, except that where any
such certificates shall be countersigned by a transfer agent and
by a registrar, the signatures of any of the officers above
specified, and the seal of the Corporation upon such
certificates, may be facsimiles, engraved or printed.  In case
any officer, transfer agent or registrar  who has signed or whose
facsimile signature has been placed upon such 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 its issue.

     SECTION 6.2.   Regulations.  The Board of Directors may make
such rules and regulations consistent with any governing statute
as it may deem expedient concerning the issue, transfer and
registration of certificates of stock and concerning certificates
of stock issued, transferred or registered in lieu or replacement
of any lost, stolen, destroyed or mutilated certificates of
stock.

     SECTION 6.3.   Fixing of Record Date.  For the purpose of
determining the stockholders entitled to notice of, and to vote
at, any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting,
or for the purpose of determining stockholders entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or 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 date as the record date for any such determination of
stockholders, and all persons who are stockholders of record on
the date so fixed, and no others, shall be entitled to notice of,
and to vote at, such meeting or any adjournment thereof, or to
express consent to corporate action in writing without a meeting,
or to receive payment of any dividend or other distribution or
allotment of any rights, or to exercise any rights in respect of
any change, conversion or exchange of stock or to take any other
lawful action, as the case may be.  Such record date shall not be
more than sixty (60) days nor less than ten (10) days before the
date of any such meeting, nor more than sixty (60) days prior to
any other action, provided that any record date established by
the Board of Directors may not precede the date of the resolution
establishing the record date.  The record date for determining
stockholders entitled to consent to corporate actions in writing
shall not be more than ten (10) days after the date upon which
the resolution fixing the record date was adopted.  If no record
date is established prior to an action undertaken by consent, the
record date shall be, if no action of the Board of Directors is
required, the first date on which a

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signed written consent setting forth the action taken is
delivered to the corporation.  If action by the Board of
Directors is required, the record date shall be the close of
business on the day the board adopts the resolution taking the
prior action.

     Section 6.4.   Transfer Agent and Registrar.  The Board of
Directors may appoint a transfer agent or transfer agents and a
registrar or registrars for any or all classes of the capital
stock of the Corporation, and may require stock certificates of
any or all classes to bear the signature of either or both.

                          ARTICLE VII

                              Seal

     SECTION 7.1.   Seal.  The seal of the Corporation shall be
circular in form and contain the name of the Corporation, the
year of its organization, and the words "CORPORATE SEAL,
DELAWARE", which seal shall be in charge of the Secretary to be
used as directed by the Board of Directors.

                          ARTICLE VIII

                          Fiscal Year

     SECTION 8.1.   Fiscal Year.  The fiscal year of the
Corporation shall be the calendar year unless otherwise fixed by
resolution of the Board of Directors.

                           ARTICLE IX

                        Waiver of Notice

     SECTION 9.1.   Waiver of Notice.  Any person may waive any
notice required to be given by law, in the Certificate of
Incorporation or under these Bylaws by attendance in person, or
by proxy if a stockholder, at any meeting, except when such
person attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened, or by a
writing signed by the person or persons entitled to said notice,
whether before or after the time stated in said notice, which
waiver shall be deemed equivalent to such notice.  Neither the
business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders, directors, or members of a
committee appointed by the Board of Directors need be specified
in any written waiver of notice.

                           ARTICLE X

  Checks, Notes, Drafts, Contracts, Voting of Securities, Etc.

     SECTION 10.1.  Checks, Notes, Drafts, Etc.  All checks,
notes, drafts or other orders for the payment of money of the
Corporation shall be signed, endorsed or accepted in the name of
the Corporation by such officer, officers, person or persons as
from time to time may be designated by the Board of Directors or
by an officer or officers authorized by the Board of Directors to
make such designation.

                              -10-

<PAGE>

     SECTION 10.2.  Execution of Contracts, Deeds, Etc.  The
Board of Directors may authorize any officer or officers, agent
or agents, in the name and on behalf of the Corporation, to enter
into or execute and deliver any and all deeds, bonds, mortgages,
contracts and other obligations or instruments, and such
authority may be general or confined to specific instances.

     SECTION 10.3.  Provision Regarding Conflicts of Interests.
No contract or transaction between the Corporation and one or
more of its directors or officers, or between the Corporation and
any other corporation, partnership, association, or other
organization in which one or more of its directors or officers
are directors or  officers, or have a financial interest, shall
be void or voidable solely for this reason, or solely because the
director or officer is present at or participates in the meeting
of the Board of Directors or committee thereof which authorizes
the contract or transaction, or solely because his or their votes
are counted for such purpose, if:

          (a)  The material facts as to his relationship or
     interest and as to the contract or transaction are disclosed
     or are known to the Board of Directors or the committee, and
     the Board or committee in good faith authorizes the contract
     or transaction by the affirmative votes of a majority of the
     disinterested directors, even though the disinterested
     directors be less than a quorum; or

          (b)  The material facts as to his relationship or
     interest and as to the contract or transaction are disclosed
     or are known to the shareholders entitled to vote thereon,
     and the contract or transaction is specifically approved in
     good faith by vote of the shareholders; or

          (c)  The contract or transaction is fair as to the
     Corporation as of the time it is authorized, approved or
     ratified by the Board of Directors, a committee thereof, or
     the shareholders.

     Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors
or of a committee which authorizes the contract or transaction.

     SECTION 10.4.  Voting of Securities Owned by the
Corporation.  Subject always to the specific directions of the
Board of Directors, any share or shares of stock or other
securities issued by any other corporation and owned or
controlled by the Corporation may be voted, whether by written
consent as set forth hereinbelow or  at any meeting of such other
corporation, by the President of the Corporation, or in the
absence of the President, by any Vice President of the
Corporation who may be present at such meeting or available to
sign such written consent.  Whenever in the judgment of the
President, or in his absence, of any Vice President, it shall be
desirable for the Corporation to execute a proxy or give a
consent with respect to any share or shares of stock or other
securities issued by any other corporation and owned by the
Corporation, such proxy or consent shall be executed in the name
of the Corporation by the President or one of the Vice Presidents
of the Corporation without necessity of any authorization by the
Board of Directors.  Any person or persons so designated as the
proxy or proxies of the Corporation shall have full right, power
and authority to vote the share or shares of stock or other
securities issued by such other corporation and owned by the
Corporation.

                              -11-

<PAGE>

                           ARTICLE XI

                 Indemnification and Insurance

     SECTION 11.1.  Third-Party Actions.  The Corporation shall
indemnify and hold harmless any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed proceeding (other than an action by or in the right of
the Corporation) by reason of the fact that he or she is or was a
director or officer of the Corporation, against expenses
(including reasonable attorneys' fees), judgments, fines,
liabilities, losses and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such
proceeding 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 and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct
was unlawful. The termination of any 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 he or
she reasonably believed to be in, or not opposed to, the best
interest of the Corporation, and, with respect to any criminal
proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

     SECTION 11.2.  Derivative Actions.  The Corporation shall
indemnify and hold harmless any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed proceeding 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, against
expenses (including reasonable attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense
or settlement of such proceeding 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 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 in which such proceeding 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 that the
court shall deem proper.

     SECTION 11.3.  Right to Indemnification of Expenses.  To the
extent that a director or officer of the Corporation has been
successful on the merits or otherwise in defense of any
proceeding referred to in Sections 11.1 and 11.2 or in defense of
any claim, issue or matter therein, he or she shall be
indemnified against expenses (including reasonable attorneys'
fees) actually and reasonably incurred by him or her in
connection therewith.

     SECTION 11.4   Determination of Indemnification.  Any
indemnification under Sections 11.1 and 11.2 (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 or officer is proper in the circumstances because he or
she has meet the applicable standards of conduct set forth in
Sections 11.1 and 11.2. Such determination shall be made (A) 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, (B) if such a quorum is not obtainable, or, even if
obtainable, if a quorum of

                              -12-

<PAGE>

disinterested directors so directs, by independent legal counsel
in a written opinion or (C) by the stockholders.

     SECTION 11.5   Expenses of Contested Indemnification Claims.
If a claim under Section 11.1 or 11.2 is not paid in full by the
Corporation within thirty (30) 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 also be entitled to be paid the expenses
of prosecuting such claim.

     SECTION 11.6   Advancement of Expenses.  Expenses (including
reasonable attorneys' fees) incurred by a director or officer in
defending any proceeding or prosecuting a claim under Section
11.5 shall be paid by the Corporation in advance of the final
disposition of such proceeding or suit upon receipt of a written
affirmation by the director or officer of his or her good faith
belief that he or she has met the standard of conduct necessary
for indemnification and a written 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 Article.

     SECTION 11.7   Indemnification Not Exclusive.  The
indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Certificate of
Incorporation, any other bylaw, 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.

     SECTION 11.8   Survival of Indemnification and Advancement
of Expenses.  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 or officer and shall inure
to the benefit of the heirs, executors and administrators of such
person.

     SECTION 11.9   Employees, Agents and Others.  The
Corporation may, to the fullest extent of the provisions of this
Article with respect to directors and officers and to the extent
authorized from time to time by the Board of Directors, grant
rights of indemnification and advancement of expenses to any
employee or agent of the Corporation or any other person who 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.

     SECTION 11.10  Contract Right.  Each of the rights of
indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall be a contract right and
any repeal or amendment of the provisions of this Article shall
not adversely affect any such right of any person existing at the
time of such repeal or amendment with respect to any act or
omission occurring prior to the time of such repeal or amendment,
and further, shall not apply to any proceeding, irrespective of
when the proceeding is initiated, arising from the service of
such person prior to such repeal or amendment.

     SECTION 11.11  Insurance.  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

                              -13-

<PAGE>

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 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
under the provisions of this Article.

     SECTION 11.12  Certain References Under Article XI.  For
purposes of this Article, the following references shall have the
following meanings:

          (A)  "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 that, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers,
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 other enterprise shall stand
in the same position under the provisions of this Article 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;

          (B)  "fines" shall include any excise taxes assessed on
a person with respect to an employee benefit plan;

          (C)  a person who acted in good faith and in a manner
he or she reasonably believed to be in the best 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;"

          (D)  "other enterprises" shall include employee benefit
plans;

          (E)  "proceeding" shall include any pending or
completed action, suit or proceeding, whether formal or informal
or civil, criminal, administrative, arbitrative or investigative,
any appeal in such an action, suit or proceeding, and any inquiry
or investigation that could lead to such an action, suit or
proceeding;

          (F)  "serving at the request of the Corporation" shall
include any service as a director, officer, employee or agent of
the Corporation that imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries.

                              -14-