Exhibit 3(a)

                                   BY-LAWS
                                      of
                           FORT HOWARD CORPORATION
                           (as of August 13, 1997)
                     ===================================
                                   ARTICLE I
                                    OFFICES
     SECTION 1.  REGISTERED OFFICE -- The registered office of James River 
Delaware, Inc. (the "Corporation") shall be established and maintained at the 
office of The Prentice Hall Corporation System, Inc., 1013 Centre Road in the 
City of Wilmington, County of New Castle, State of Delaware, and said 
Prentice Hall Corporation System, Inc. shall be the registered agent of the 
Corporation in charge thereof.
     SECTION 2.  OTHER OFFICES -- The Corporation may have other offices, 
either within or without the State of Delaware, at such place or places as the 
Board of Directors may from time to time select or the business of the 
Corporation may require.
                                  ARTICLE II
                           MEETINGS OF STOCKHOLDERS
     SECTION 1.  ANNUAL MEETINGS -- Annual meetings of stockholders for the 
election of directors, and for such other business as may be stated in the 
notice of the meeting, shall be held at such place, either within or without 
the State of Delaware, and at such time and date as the Board of Directors, by 
resolution, shall determine and as set forth in the notice of the meeting.  If 
the Board of Directors fails so to determine the time, date and place of 
meeting, the annual meeting of stockholders shall be held at the registered 
office of the Corporation on the first Tuesday in April.  If the date of the 
annual meeting shall fall upon a legal holiday, the meeting shall be held on 
the next succeeding business day.  At each annual meeting, the stockholders 
entitled to vote shall elect a Board of Directors and they may transact such 
other corporate business as shall be stated in the notice of the meeting.
     SECTION 2.  SPECIAL MEETINGS -- Special meetings of the stockholders for 
any purpose or purposes may be called by the Chairman of the Board, the 
President or the Secretary, or by resolution of the Board of Directors.
     SECTION 3.  VOTING -- Each stockholder entitled to vote in accordance 
with the terms of the Certificate of Incorporation of the Corporation and 
these By-Laws may vote in person or by proxy, but no proxy shall be voted 
after three years from its date unless such proxy provides for a longer 
period.  All elections for directors shall be decided by plurality vote; all 
other questions shall be decided by majority vote except as otherwise provided 
by the Certificate of Incorporation or the laws of the State of Delaware.
     A complete list of the stockholders entitled to vote at the meeting, 
arranged in alphabetical order, with the address of each, and the number of 
shares held by each, shall be open to the examination of any stockholder, for 
any purpose germane to the meeting, during 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 is entitled to be present.
     SECTION 4.  QUORUM -- Except as otherwise required by law, by the 
Certificate of Incorporation of the Corporation or by these By-Laws, the 
presence, in person or by proxy, of stockholders holding shares constituting a 
majority of the voting power of the Corporation shall constitute a quorum at 
all meetings of the stockholders.  In case a quorum shall not be present at 
any meeting, a majority in interest of the stockholders entitled to vote 
thereat, present in person or by proxy, shall have the power to adjourn the 
meeting from time to time, without notice other than announcement at the 
meeting, until the requisite amount of stock entitled to vote shall be 
present.  At any such adjourned meeting at which the requisite amount of stock 
entitled to vote shall be represented, any business may be transacted that 
might have been transacted at the meeting as originally noticed; but only 
those stockholders entitled to vote at the meeting as originally noticed shall 
be entitled to vote at any adjournment or adjournments thereof.
     SECTION 5.  NOTICE OF MEETINGS -- Written notice, stating the place, date 
and time of the meeting, and the general nature of the business to be 
considered, shall be given to each stockholder entitled to vote thereat, at 
his or her address as it appears on the records of the Corporation, not less 
than ten nor more than sixty days before the date of the meeting.  No business 
other than that stated in the notice shall be transacted at any meeting 
without the unanimous consent of all the stockholders entitled to vote 
thereat.
     SECTION 6.  ACTION WITHOUT MEETING -- Unless otherwise provided by the 
Certificate of Incorporation of the Corporation, any action required or 
permitted to be taken at any annual or special meeting of stockholders may be 
taken without a meeting, without prior notice and without a vote, if a consent 
in writing, setting forth the action so taken, shall be signed by the holders 
of outstanding stock having not less than the minimum number of votes that 
would be necessary to authorize or take such action at a meeting at which all 
shares entitled to vote thereon were present and voted.  Prompt notice of the 
taking of the corporate action without a meeting by less than unanimous 
written consent shall be given to those stockholders who have not consented in 
writing.
                                 ARTICLE III
                                  DIRECTORS
     SECTION 1.  NUMBER AND TERM -- The business and affairs of the 
Corporation shall be managed under the direction of a Board of Directors which 
shall consist of not less than two persons.  The exact number of directors 
shall initially be three and may thereafter be fixed from time to time by the 
Board of Directors.  Directors shall be elected at the annual meeting of 
stockholders and each director shall be elected to serve until his or her 
successor shall be elected and shall qualify.  A director need not be a 
stockholder.
     SECTION 2.  RESIGNATIONS -- Any director may resign at any time.  Such 
resignation shall be made in writing, and shall take effect at the time 
specified therein, and if no time be specified, at the time of its receipt by 
the Chairman of the Board, the President or the Secretary.  The acceptance of 
a resignation shall not be necessary to make it effective.
     SECTION 3.  VACANCIES -- If the office of any director becomes vacant, 
the remaining directors in the office, though less than a quorum, by a 
majority vote, may appoint any qualified person to fill such vacancy, who 
shall hold office for the unexpired term and until his or her successor shall 
be duly chosen.  If the office of any director becomes vacant and there are no 
remaining directors, the stockholders, by the affirmative vote of the holders 
of shares constituting a majority of the voting power of the Corporation, at a 
special meeting called for such purpose, may appoint any qualified person to 
fill such vacancy.
     SECTION 4.  REMOVAL -- Except as hereinafter provided, any director or 
directors may be removed either for or without cause at any time by the 
affirmative vote of the holders of a majority of the voting power entitled to 
vote for the election of directors, at an annual meeting or a special meeting 
called for the purpose, and the vacancy thus created may be filled, at such 
meeting, by the affirmative vote of holders of shares constituting a majority 
of the voting power of the Corporation.
     SECTION 5.  COMMITTEES -- The Board of Directors may, by resolution or 
resolutions passed by a majority of the whole Board of Directors, designate 
one or more committees, each committee to consist of one or more directors of 
the Corporation.
     Any such committee, to the extent provided in the resolution of the Board 
of Directors, or in these By-Laws, shall have and may exercise all the powers 
and authority 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.
     SECTION 6.  MEETINGS -- The newly elected directors may hold their first 
meeting for the purpose of organization and the transaction of business, if a 
quorum be present, immediately after the annual meeting of the stockholders; 
or the time and place of such meeting may be fixed by consent of all the 
Directors.
     Regular meetings of the Board of Directors may be held without notice at 
such places and times as shall be determined from time to time by resolution 
of the Board of Directors.
     Special meetings of the Board of Directors may be called by the Chairman 
of the Board or the President, or by the Secretary on the written request of 
any director, on at least one day's notice to each director (except that 
notice to any director may be waived in writing by such director) and shall be 
held at such place or places as may be determined by the Board of Directors, 
or as shall be stated in the call of the meeting.
     Unless otherwise restricted by the Certificate of Incorporation of the 
Corporation or these By-Laws, members of the Board of Directors, or any 
committee designated by the Board of Directors, may participate in any meeting 
of the Board of Directors or any committee thereof by means of a conference 
telephone or similar communications equipment by means of which all persons 
participating in the meeting can hear each other, and such participation in a 
meeting shall constitute presence in person at the meeting.
     SECTION 7.  QUORUM -- A majority of the Directors shall constitute a 
quorum for the transaction of business.  If at any meeting of the Board of 
Directors there shall be less than a quorum present, a majority of those 
present may adjourn the meeting from time to time until a quorum is obtained, 
and no further notice thereof need be given other than by announcement at the 
meeting which shall be so adjourned.  The vote of the majority of the 
Directors present at a meeting at which a quorum is present shall be the act 
of the Board of Directors unless the Certificate of Incorporation of the 
Corporation or these By-Laws shall require the vote of a greater number.
     SECTION 8.  COMPENSATION -- Directors shall not receive any stated salary 
for their services as directors or as members of committees, but by resolution 
of the Board of Directors a fixed fee and expenses of attendance may be 
allowed for attendance at each meeting.  Nothing herein contained shall be 
construed to preclude any director from serving the Corporation in any other 
capacity as an officer, agent or otherwise, and receiving compensation 
therefor.
     SECTION 9.  ACTION WITHOUT MEETING -- 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 a written consent thereto is signed by all 
members of the Board of Directors or of such committee, as the case may be, 
and such written consent is filed with the minutes of proceedings of the Board 
of Directors or such committee.
                                  ARTICLE IV
                                   OFFICERS
     SECTION 1.  OFFICERS -- The officers of the Corporation shall be a 
President, one or more Vice Presidents, a Treasurer and a Secretary, all of 
whom shall be elected by the Board of Directors and shall hold office until 
their successors are duly elected and qualified.  In addition, the Board of 
Directors may elect such Assistant Secretaries and Assistant Treasurers as 
they may deem proper.  The Board of Directors may appoint such other officers 
and agents as it may deem advisable, 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 of Directors.
     SECTION 2.  CHAIRMAN OF THE BOARD -- The Chairman of the Board shall not 
be an officer of the Corporation.  He or she shall preside at all meetings of 
the Board of Directors and shall have and perform such duties as may be 
assigned to him or her by the Board of Directors.
     SECTION 3.  PRESIDENT -- The President shall be the Chief Executive 
Officer of the Corporation.  He or she shall have the general powers and 
duties of supervision and management usually vested in the office of President 
of a corporation.  The President shall have the power to execute bonds, 
mortgages and other contracts on behalf of the Corporation, and to cause the 
seal to be affixed to any instrument requiring it, and when so affixed the 
seal shall be attested to by the signature of the Secretary or the Treasurer 
or an Assistant Secretary or an Assistant Treasurer.
     SECTION 4.  VICE PRESIDENTS -- Each Vice President shall have such powers 
and shall perform such duties as shall be assigned to him or her by the Board 
of Directors.
     SECTION 5.  TREASURER -- The Treasurer shall be the Chief Financial 
Officer of the Corporation.  He or she shall have the custody of the Corporate 
funds and securities and shall keep full and accurate account of receipts and 
disbursements in books belonging to the Corporation.  He or she shall deposit 
all moneys and other valuables in the name and to the credit of the 
Corporation in such depositaries as may be designated by the Board of 
Directors.  He or she shall disburse the funds of the Corporation as may be 
ordered by the Board of Directors or the President, taking proper vouchers for 
such disbursements.  He or she shall render to the Chairman of the Board, the 
President and Board of Directors at the regular meetings of the Board of 
Directors, or whenever they may request it, an account of all his or her 
transactions as Treasurer and of the financial condition of the Corporation.  
If required by the Board of Directors, he or she shall give the Corporation a 
bond for the faithful discharge of his or her duties in such amount and with 
such surety as the Board of Directors shall prescribe.
     SECTION 6.  SECRETARY -- The Secretary shall give, or cause to be given, 
notice of all meetings of stockholders and of the Board of Directors and all 
other notices required by law or by these By-Laws, and in case of his or her 
absence or refusal or neglect so to do, any such notice may be given by any 
person thereunto directed by the Chairman of the Board or the President, or by 
the Board of Directors, upon whose request the meeting is called as provided 
in these By-Laws.  He or she shall record all the proceedings of the meetings 
of the Board of Directors, any committees thereof and the stockholders of the 
Corporation in a book to be kept for that purpose, and shall perform such 
other duties as may be assigned to him or her by the Board of Directors, the 
Chairman of the Board or the President.  He or she shall have the custody of 
the seal of the Corporation and shall affix the same to all instruments 
requiring it, when authorized by the Board of Directors, the Chairman of the 
Board or the President, and attest to the same.
     SECTION 7.  ASSISTANT TREASURERS AND ASSISTANT SECRETARIES -- Assistant 
Treasurers and Assistant Secretaries, if any, shall be elected and shall have 
such powers and shall perform such duties as shall be assigned to them, 
respectively, by the Board of Directors.
                                  ARTICLE V
     SECTION 1.  GENERAL.  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, to the 
full extent authorized or permitted by law, as now or hereafter in effect, 
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 or 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.  DERIVATIVE ACTIONS.  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, to the full extent authorized or permitted by law, as now or 
hereafter in effect, 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; 
provided, however, that no indemnification shall be made in respect of any 
claim, issue or matter as to which such person shall have been adjudged to be 
liable to the Corporation unless and only to the extent that the Court of 
Chancery of the State of Delaware or the court in which such action or suit 
was brought shall determine upon application that, despite the adjudication of 
liability but in view of all the circumstances of the case, such person is 
fairly and reasonably entitled to indemnity for such expenses which the Court 
of Chancery or such other court shall deem proper.
     SECTION 3.  SUCCESSFUL DEFENSE.  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 
Sections 1 and 2 above 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.  PROCEEDINGS INITIATED BY ANY PERSON.  Notwithstanding 
anything to the contrary contained in Sections 1 or 2 above, except for 
proceedings to enforce rights to indemnification, the Corporation shall not be 
obligated to indemnify any person in connection with a proceeding (or part 
thereof) initiated by such person unless such proceeding (or part thereof) was 
authorized in advance, or unanimously consented to, by the Board of Directors.
     SECTION 5.  PROCEDURE.  Any indemnification under Sections 1 and 2 above 
(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 Sections 1 
and 2 above.  Such determination shall be made (1) by a majority vote of the 
directors who are not parties to such action, suit or proceeding even though 
less than a quorum, or (2) if there are no such directors, or if such 
directors so direct, by independent legal counsel in a written opinion, or (3) 
by the stockholders.
     SECTION 6.  ADVANCEMENT OF EXPENSES.  Expenses (including attorneys' 
fees) incurred by an officer or director in defending any civil, criminal, 
administrative or investigative action, suit or proceeding shall 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 such director or 
officer to repay such amount if it shall ultimately be determined that he is 
not entitled to be indemnified by the Corporation pursuant to this Article V 
or as otherwise authorized by law.  Such expenses (including attorneys' fees) 
incurred by other employees and agents may be so paid upon such terms and 
conditions, if any, as the Board of Directors deems appropriate.
     SECTION 7.  RIGHTS NOT EXCLUSIVE.  The indemnification and advancement of 
expenses provided by, or granted pursuant to, the other sections of this 
Article V shall not be deemed exclusive of any other rights to which those 
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 8.  INSURANCE.  The Corporation may 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 the General 
Corporation Law of the State of Delaware.
     SECTION 9.  DEFINITION OF "CORPORATION".  For purposes of this Article V, 
references to "the Corporation" shall include, in addition to the resulting 
corporation, any constituent corporation (including any constituent of a 
constituent) absorbed in a consolidation or merger which, if its separate 
existence had continued, would have had power and authority to indemnify its 
directors, officers, 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 V with respect to the resulting or surviving 
corporation as he would have with respect to such constituent corporation if 
its separate existence had continued.
     SECTION 10.  CERTAIN OTHER DEFINITIONS.  For purposes of this Article V, 
references to "other enterprises" shall include employee benefit plans; 
references to "fines" shall include any excise taxes assessed on a person with 
respect to any 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 
service 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 this Article V.
     SECTION 11.  CONTINUATION OF RIGHTS.  The indemnification and advancement 
of expenses provided by, or granted pursuant to, this Article V 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.
     SECTION 12.  REPEAL OR MODIFICATION.  Any repeal or modification of this 
Article V by the stockholders of the Corporation shall not adversely affect 
any rights to indemnification and to advancement of expenses that any person 
may have at the time of such repeal or modification with respect to any acts 
or omissions occurring prior to such repeal or modification.
                                  ARTICLE VI
                                 MISCELLANEOUS
     SECTION 1.  CERTIFICATES OF STOCK -- A certificate of stock shall be 
issued to each stockholder certifying the number of shares owned by such 
stockholder in the Corporation.  Certificates of stock of the Corporation 
shall be of such form and device as the Board of Directors may from time to 
time determine.
     SECTION 2.  LOST CERTIFICATES -- A new certificate of stock may be issued 
in the place of any certificate theretofore issued by the Corporation, alleged 
to have been lost or destroyed, and the Board of Directors may, in its 
discretion, require the owner of the lost or destroyed certificate, or such 
owner's legal representatives, to give the Corporation a bond, in such sum as 
they may direct, not exceeding double the value of the stock, to indemnify the 
Corporation against any claim that may be made against it on account of the 
alleged loss of any such certificate, or the issuance of any such new 
certificate.
     SECTION 3.  TRANSFER OF SHARES -- The shares of stock of the Corporation 
shall be transferable only upon its books by the holders thereof in person or 
by their duly authorized attorneys or legal representatives, and upon such 
transfer the old certificates shall be surrendered to the Corporation by the 
delivery thereof to the person in charge of the stock and transfer books and 
ledgers, or to such other person as the Board of Directors may designate, by 
whom they shall be cancelled, and new certificates shall thereupon be issued.  
A record shall be made of each transfer and whenever a transfer shall be made 
for collateral security, and not absolutely, it shall be so expressed in the 
entry of the transfer.
     SECTION 4.  STOCKHOLDERS RECORD DATE -- 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 
a record date, which record date shall not precede the date upon which the 
resolution fixing the record date is adopted by the Board of Directors and 
which record date:  (1) in the case of determination of stockholders entitled 
to vote at any meeting of stockholders or adjournment thereof, shall, unless 
otherwise required by law, not be more than sixty nor less than ten days 
before the date of such meeting; (2) in the case of determination of 
stockholders entitled to express consent to corporate action in writing 
without a meeting, shall not be more than ten days from the date upon which 
the resolution fixing the record date is adopted by the Board of Directors; 
and (3) in the case of any other action, shall not be more than sixty days 
prior to such other action.  If no record date is fixed:  (1) the record date 
for determining stockholders entitled to notice of or to vote at a meeting of 
stockholders shall be at the close of business on the day next preceding the 
day on which notice is given, or, if notice is waived, at the close of 
business on the day next preceding the day on which the meeting is held; 
(2) the record date for determining stockholders entitled to express consent 
to corporate action in writing without a meeting when no prior action of the 
Board of Directors is required by law, shall be the first day on which a 
signed written consent setting forth the action taken or proposed to be taken 
is delivered to the Corporation in accordance with applicable law, or, if 
prior action by the Board of Directors is required by law, shall be at the 
close of business on the day on which the Board of Directors adopts the 
resolution taking such prior action; and (3) the record date for determining 
stockholders for any other purpose shall be at the close of business on the 
day on which the Board of Directors adopts the resolution relating thereto.  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.
     SECTION 5.  DIVIDENDS -- Subject to the provisions of the Certificate of 
Incorporation of the Corporation, the Board of Directors may, out of funds 
legally available therefor at any regular or special meeting, declare 
dividends upon stock of the Corporation as and when they deem appropriate.  
Before declaring any dividend there may be set apart out of any funds of the 
Corporation available for dividends, such sum or sums as the Board of 
Directors from time to time in their discretion deem proper for working 
capital or as a reserve fund to meet contingencies or for equalizing dividends 
or for such other purposes as the Board of Directors shall deem conducive to 
the interests of the Corporation.
     SECTION 6.  SEAL -- The corporate seal of the Corporation shall be in 
such form as shall be determined by resolution of the Board of Directors.  
Said seal may be used by causing it or a facsimile thereof to be impressed or 
affixed or reproduced or otherwise imprinted upon the subject document or 
paper.
     SECTION 7.  FISCAL YEAR -- The fiscal year of the Corporation shall be 
determined by resolution of the Board of Directors.
     SECTION 8.  CHECKS -- All checks, drafts or other orders for the payment 
of money, notes or other evidences of indebtedness issued in the name of the 
Corporation shall be signed by such officer or officers, or agent or agents, 
of the Corporation, and in such manner as shall be determined from time to 
time by resolution of the Board of Directors.
     SECTION 9.  NOTICE AND WAIVER OF NOTICE -- Whenever any notice is 
required to be given under these By-Laws, personal notice is not required 
unless expressly so stated, and any notice so required shall be deemed to be 
sufficient if given by depositing the same in the United States mail, postage 
prepaid, addressed to the person entitled thereto at his or her address as it 
appears on the records of the Corporation, and such notice shall be deemed to 
have been given on the day of such mailing.  Stockholders not entitled to vote 
shall not be entitled to receive notice of any meetings except as otherwise 
provided by law.  Whenever any notice is required to be given under the 
provisions of any law, or under the provisions of the Certificate of 
Incorporation of the Corporation or of these By-Laws, a waiver thereof, in 
writing and signed by the person or persons entitled to said notice, whether 
before or after the time stated therein, shall be deemed equivalent to such 
required notice.
                                 ARTICLE VII
                                  AMENDMENTS
     These By-Laws may be altered, amended or repealed at any annual meeting 
of the stockholders (or at any special meeting thereof if notice of such 
proposed alteration, amendment or repeal to be considered is contained in the 
notice of such special meeting) by the affirmative vote of the holders of 
shares constituting a majority of the voting power of the Corporation.  Except 
as otherwise provided in the Certificate of Incorporation of the Corporation, 
the Board of Directors may by majority vote of those present at any meeting at 
which a quorum is present alter, amend or repeal these By-Laws, or enact such 
other By-Laws as in their judgment may be advisable for the regulation and 
conduct of the affairs of the Corporation; provided, that the provisions set 
forth in Article V of these By-Laws shall not be amended, repealed or 
otherwise modified prior to August 13, 2003 in any manner that would adversely 
affect the rights thereunder of individuals who at or at any time prior to 
August 13, 2003 were directors, officers, employees, fiduciaries or agents of 
the Corporation or its subsidiaries.