EXHIBIT 3.2

                             BYLAWS

                               of

                     GLADSTONE ENERGY, 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 at such hour of the day as the Board of
Directors shall determine, on the third Tuesday in January in
each year (or if such date shall be a legal holiday the Board of
Directors may, in its discretion, fix the date for such meeting
on the next succeeding day).

     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, the whole Executive Committee or
stockholders holding together at least one-fifth of all shares of
the Corporation entitled to vote at the meeting.  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.

     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.  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 stock
holders 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
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 three (3) years 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 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.  Informal Action.  Any action that may be
taken at any annual or special meeting of the stockholders of the
Corporation, 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, provided that a consent must bear the date of
each stockholder's signature and no consent will be effective
unless written consents received by a sufficient number of
stockholders to take the contemplated action are delivered to the
Corporation within sixty days of the date that the earliest
consent is delivered to the Corporation.  Prompt notice of the
taking of corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders
who have not consented in writing.  In the event that the action
which is consented to is such as would have required the filing
of a certificate under any section of Delaware law, if such
action had been voted on by stockholders at a meeting thereof,
the certificate filed under such other section shall state, in
lieu of any statement required by such section concerning any
vote of stockholders, that written consent and that written
notice have been given in accordance with Section 228 of the
General Corporation Law of the State of Delaware.

                          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 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.  The
first Board of Directors shall consist of one (1) member, such
number to constitute the first whole Board of Directors.  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 the
annual meeting of stockholders of the Corporation, and shall be
elected to serve until the next annual meeting of stockholders
and until their successors shall be elected and shall qualify.

     SECTION 3.2.   Removal.  Any director may be removed, with
or without cause, by the affirmative vote of the holders of a
majority of the then outstanding shares of Common Stock.

     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.

     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 five
(5) 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, 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.

                           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.

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

     SECTION 5.6.   The President.  The President shall be the
chief operating officer of the Corporation and shall have the
general powers and duties of supervision and management of the
Corporation.  The President shall also be the chief executive
officer of the Corporation and, in the absence of the Chairman of
the Board, 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 5.7.   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 5.8.   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 5.9.   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 5.10.  Vacancies.  All vacancies among the officers
for any cause shall be filled only by the Board of Directors.

     SECTION 5.11.  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.

                           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 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 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.

     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.

                           ARTICLE XI

                        Indemnification

     SECTION 11.1.  Indemnification.  Each person who was or is
made a party or is threatened to be made a party to or is
involved in any threatened, pending or completed action suit or
proceeding, whether civil, criminal or investigative (a
"proceeding"), by reason of the fact that he or a person for whom
he is the legal representative is or was a director, officer,
employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee,
trustee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise (including service with
respect to employee benefit plans) whether the basis of such
proceeding is alleged action in his official capacity as a
director, officer, employee or agent, or in any other capacity
while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest
extent permitted by the Delaware General Corporation Law against
all expenses, liability and loss (including attorneys' fees,
judgments, fines, special excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith.  Such right shall be a
contract right and shall include the right to require advancement
by the Corporation of attorneys' fees and other expenses incurred
in defending any such proceeding in advance of its final
disposition; provided, however, that the payment of such expenses
incurred by a director or officer of the Corporation in his
capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of
such proceeding, shall be made by the Corporation only upon
delivery to the corporation of an undertaking, by or on behalf of
such director or officer, to repay all amount so advanced if it
should be  determined ultimately that such director or officer is
not entitled to be indemnified under this section or otherwise.

     SECTION 11.2.  Indemnification Not Exclusive.  The indemni
fication and advancement of expenses provided by this Article XI
shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under the
Certificate of Incorporation, any 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, and shall 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 11.3.  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 of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee, trustee or agent of another
corporation, partnership, joint venture, trust or other
enterprise (including service with respect to employee benefit
plans) against any liability assessed 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
XI.





                        As Adopted a August 12, 1999