GENERAL HOUSEWARES CORP.   
   
                              BYLAWS   
   
                   As Amended November 12, 1996  
   
1.  Offices   
   
Principal Office.  The principal office or place of business of the   
Corporation in the State shall be the Corporation's registered office in the   
City of Wilmington, County of New Castle, State of Delaware.   
   
Other Offices.  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 as the business of the Corporation may from   
time to time require.   

Stockholders   
   
Place of Meeting.  All meetings of the stockholders shall be held at the   
registered office of the Corporation in the State of Delaware or at such other 
place within or without the State of Delaware as may from time to time be   
designated by the Board of Directors or as stated in the notice of such   
meeting.   
   
Annual Meetings.  The annual meeting of the stockholders of the Corporation   
shall be held on such date and at such time each year as may be designated by  
resolution of the Board of Directors from time to time for the purpose of   
electing directors for the ensuing year and for the transaction of such other  
proper business, notice of which is given in the notice of such meeting.   
  
Notice of Stockholder Nominations of Directors.  Only persons who are
nominated in accordance with the following procedures shall be eligible for
election  as directors of the Corporation, except as may be otherwise provided
in the Certificate of Incorporation of the Corporation.  Nominations of
persons for election to the Board of Directors may be made at any annual
meeting of stockholders (a) by or at the direction of the Board of Directors
(or any duly authorized committee thereof) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of such
stockholder's giving of the notice provided for in this Section 3 and on the
record date for the determination of stockholders entitled to vote at such
annual meeting and (ii) who complies with the applicable requirements of this
Section 3, including the giving of timely notice in proper written form to the
Secretary of the Corporation.   
   
To be timely, a stockholder's notice to the Secretary must be delivered to or  
mailed and received at the principal executive offices of the Corporation not  
less than 90 days nor more than 130 days prior to the anniversary date of the  
immediately preceding annual meeting of stockholders; provided, however, that  
in the event that the annual meeting is called for a date that is not within   
30 days before or after such anniversary date, the notice must be so received  
not later than the close of business on the 10th day following the day on   
which notice of the date of the annual meeting was mailed or public disclosure 
of the date of the annual meeting was made, whichever first occurs.  In no   
event shall the public disclosure of an adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice.   
   
To be in proper written form, a stockholder's notice to the Secretary must set 
forth (a) as to each person whom the stockholder proposes to nominate for   
election as a director (i) the name, age, business address and residence   
address of the person, (ii) the principal occupation or employment of the   
person, (iii) the class or series and number of shares of capital stock of the 
Corporation which are owned beneficially or of record by the person and (iv)   
any other information relating to the person that would be required to be   
disclosed in a proxy statement or other filing required to be made in
connection with solicitations of proxies for election of directors pursuant to 
Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange   
Act"), and the rules and regulations promulgated thereunder; and (b) as to the 
stockholder giving the notice (i) the name and record address of such   
stockholder, (ii) the class or series and number of shares of capital stock of 
the Corporation which are owned beneficially or of record by such stockholder, 
(iii) a description of all arrangements or understandings between such   
stockholder and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be made by
such stockholder, (iv) a representation that such stockholder intends to
appear in person or by proxy at the meeting to nominate the persons named in
its notice and (v) any other information relating to such stockholder that
would be required to be disclosed in a proxy statement or other filing
required to be made in connection with solicitations of proxies for election
of directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder.  Such notice must be accompanied by a
written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.   
   
No person nominated by a stockholder shall be eligible for election as a   
director of the Corporation unless nominated in accordance with the procedures 
set forth in this Section 3.  If the Chairman of the meeting determines that a 
nomination was not made in accordance with this Section 3, the Chairman shall  
declare to the meeting that the nomination was defective and it shall be   
disregarded.   
   
Notwithstanding anything in this Section 3 to the contrary, in the event that  
the number of directors to be elected to the Board of Directors of the   
Corporation is increased and there is no public disclosure by the Corporation  
naming all of the nominees for director or specifying the size of the
increased Board of Directors at least 100 days prior to the first anniversary
of the preceding year's annual meeting, a stockholder's notice required by
this Bylaw shall be considered timely--but only with respect to nominees for
any new positions created by such increase--if it shall be delivered to the   
Secretary at the principal executive offices of the Corporation not later than 
the close of business on the 10th day following the day on which such public   
disclosure is first made by the Corporation.   
   
Notice of Stockholder Proposals of Business.  No business may be transacted at 
an annual meeting of stockholders, other than business that is either (a)   
specified in the notice of meeting (or any supplement thereto) given by or at  
the direction of the Board of Directors (or any duly authorized committee   
thereof), (b) otherwise properly brought before the annual meeting by or at   
the direction of the Board of Directors (or any duly authorized committee   
thereof) or (c) otherwise properly brought before the annual meeting by any   
stockholder of the Corporation (i) who is a stockholder of record on the date  
of such stockholder's giving of the notice provided for in this Section 4 and  
on the record date for the determination of stockholders entitled to vote at   
such annual meeting and (ii) who complies with the applicable requirements of  
this Section 4, including the giving of  timely notice in proper written form  
to the Secretary of the Corporation.   
   
To be timely, a stockholder's notice to the Secretary must be delivered to or  
mailed and received at the principal executive offices of the Corporation not  
less than 90 days nor more than 130 days prior to the anniversary date of the  
immediately preceding annual meeting of stockholders; provided, however, that  
in the event that the annual meeting is called for a date that is not within   
30 days before or after such anniversary date, the notice must be so received  
not later than the close of business on the 10th day following the day on   
which notice of the date of the annual meeting was mailed or public disclosure 
of the date of the annual meeting was made, whichever first occurs.  In no   
event shall the public disclosure of an adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice.   
   
To be in proper written form, a stockholder's notice to the Secretary must set 
forth as to each matter (i) a brief description of the business desired to be  
brought before the annual meeting and the reasons for conducting such business 
at the annual meeting, (ii) the name and record address of such stockholder,   
(iii) the class or series and number of shares of capital stock of the   
Corporation which are owned beneficially or of record by such stockholder,   
(iv) a description of all arrangements or understandings between such   
stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any   
material interest of such stockholder in such business and (v) a   
representation that such stockholder intends to appear in person or by proxy   
at the annual meeting to bring such business before the meeting.   
   
No business shall be conducted at the annual meeting of stockholders except   
business brought before the annual meeting in accordance with this Section 4;  
provided, however, that, once business has been properly brought before the   
annual meeting, nothing in this Section 4 shall be deemed to preclude   
discussion by any stockholder of any such business.  If the Chairman of the   
meeting determines that business was not properly brought before the meeting,  
the Chairman shall declare to the meeting that the business was not properly   
brought before the meeting and such business shall not be transacted.   
   
Definition.  For purposes of Sections 3 and 4 of this Article II, "public
disclosure" shall mean disclosure in a press release reported by the Dow Jones 
News Service, Associated Press or comparable national news service or in a   
document publicly filed by the Corporation with the Securities and Exchange   
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.   
   
Special Meetings.  Special meetings of the stockholders for any purpose or   
purposes may be called by the Board of Directors, the Chairman of the Board or 
the President, and shall be called by the Chairman of the Board, the President 
or Secretary upon receipt of a request in writing signed by a majority of the  
Board of Directors.  Such request shall state the purpose or purposes of the   
proposed meeting and the matters proposed to be acted upon thereat.   
   
Notice of Meetings.  Not less than 10 days nor more than 60 days written or   
printed notice of every meeting of stockholders, stating the place, date and   
time thereof, and, in the case of a special meeting (and the annual meeting,   
if so required by law), the purpose or purposes for which the meeting is   
called, shall be given to each stockholder entitled to vote thereat by leaving 
the same with him or at his residence or usual place of business or by mailing 
it, postage prepaid, and addressed to him at his address as it appears on the  
records of the Corporation.   
   
No notice of the time, date, place or purpose of any meeting of stockholders   
need be given to any stockholder entitled to such notice who attends in person 
or is represented by proxy (except when the stockholder attends a meeting for  
the express purpose of objecting at the beginning of the meeting to the   
transaction of any business on the grounds that the meeting is not lawfully   
called or convened), or to any stockholder entitled to such notice who, in   
writing executed and filed with the records of the meeting either before or   
after the time thereof, waives such notice.  Neither the business to be   
transacted at, nor the purpose of, any annual or special meeting of
stockholders need be specified in any such written waiver of notice.   
   
Any previously scheduled meeting of the stockholders may be postponed, and any 
special meeting of the stockholders may be cancelled, by resolution of the   
Board of Directors upon public notice given prior to the date scheduled for   
such meeting of stockholders.   
   
Record Dates.  The Board of Directors may fix in advance a date, not exceeding 
60 days preceding the date of any meeting of stockholders, any dividend   
payment date, any date of any other distribution, any date for the allotment   
of any rights, or any date for the exercise of any rights in respect of any   
change, conversion or exchange of stock or for the purpose of any other lawful 
action, and, in the case of any meeting of stockholders, not less than 10   
days, as a record date for the determination of the stockholders entitled to   
notice of or to vote at such meeting, or entitled to receive such dividends or 
other distributions or rights, or to exercise such rights in respect of any   
change, conversion or exchange of stock, or for the purpose of any other   
lawful action, as the case may be; and only stockholders of record on such   
dates shall be entitled to notice of and to vote at such meeting, or to   
receive such dividends or other distributions or rights, or to exercise such   
rights in respect of any change, conversion or exchange of stock, as the case  
may be.  Nothing in this Section 8 shall in any way be construed to change the 
procedure for setting the record date and for determining the effectiveness of 
stockholder action by written consent as set forth in Sections 9 and 11 of   
this Article II.   
   
Record Date for Action by Written Consent.  In order that the Corporation may  
determine the stockholders entitled to consent to corporate action in writing  
without a meeting, 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 date shall not be more   
than 10 days after the date upon which the resolution fixing the record date   
is adopted by the Board of Directors.  Any stockholder of record seeking to   
have the stockholders authorize or take corporate action by written consent   
shall, by written notice to the Secretary, request the Board of Directors to   
fix a record date.  The Board of Directors shall promptly, but in all events   
within 10 days after the date on which such a request is received, adopt a   
resolution fixing the record date.  If no record date has been fixed by the   
Board of Directors within 10 days of the date on which such a request is   
received, the record date for determining stockholders entitled to consent to  
corporate action in writing without a meeting, when no prior action by the   
Board of Directors is required by applicable law, shall be the first date on   
which a signed written consent setting forth the action taken or proposed to   
be taken is delivered to the Corporation by delivery to its registered office  
in Delaware, its principal place of business or to any officer or agent of the 
Corporation having custody of the book in which proceedings of meetings of   
stockholders are recorded.  Delivery made to the Corporation's registered   
office shall be by hand or by certified or registered mail, return receipt   
requested.  If no record date has been fixed by the Board of Directors and   
prior action by the Board of Directors for corporate action to be authorized   
or taken by stockholders' written consent is required by applicable law, the   
record date for determining stockholders entitled to consent to corporate   
action in writing without a meeting shall be at the close of business on the   
date on which the Board of Directors adopts the resolution taking such prior   
action.   
   
Inspectors of Written Consent.  In the event of the delivery, in the manner   
provided by Section 9 of this Article II, to the Corporation of the requisite  
written consent or consents to take corporate action and/or any related   
revocation or revocations, the Corporation shall engage independent inspectors 
of elections for the purpose of promptly performing a ministerial review of   
the validity of the consents and revocations.  For the purpose of permitting   
the inspectors to perform such review, no action by written consent without a  
meeting shall be effective until such date as the independent inspectors   
certify to the Corporation that the consents represent at least the minimum   
number of votes  necessary to take the corporate action.  Nothing contained in 
this Section 10 shall in any way be construed to suggest or imply that the   
Board of Directors or any stockholder shall not be entitled to contest the   
validity of any consent or revocation thereof, whether before or after   
certification by the independent inspectors, or to take any other action   
(including, without limitation, the commencement, prosecution or defense of   
any litigation with respect thereto, and the seeking of injunctive relief in   
such litigation).   
   
Effectiveness of Written Consent.  Every written consent shall bear the date   
of signature of each stockholder who signs the consent and no written consent  
shall be effective to take the corporate action referred to therein unless,   
within 60 days of the date the earliest dated written consent was received in  
accordance with Section 9 of this Article II, written consents signed by a   
sufficient number of holders to take such action are delivered to the Corpora 
tion in the manner prescribed in Section 9 of this Article II.    
   
List of Stockholders Entitled to Vote.  The officer who has charge of the   
stock ledger of the Corporation shall prepare and make, or cause to be   
prepared and made, at least 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 and number of shares registered in  
the name of each stockholder.  Such list shall be open to the examination of   
any stockholder, for any purpose germane to the meeting, during ordinary   
business hours, for a period of at least 10 days prior to the meeting, either  
at a place within the city where the meeting is to be held or, if such place   
is not specified in the notice of such meeting, at the place where the meeting 
is to be held; and such 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 present.   
   
Quorum, Adjournment of Meetings.  The presence in person or by proxy of the   
holders of record of a majority of the shares of stock of the Corporation   
issued and outstanding and entitled to be voted thereat shall constitute a   
quorum at all meetings of stockholders, except as otherwise may be required by 
law.  The Chairman of the meeting or the holders of record of a majority of   
the shares of stock present in person or by proxy and entitled to be voted   
thereat shall have power to adjourn the meeting from time to time, without   
notice other than an announcement at the meeting, whether or not there is such 
a quorum.  No notice of the time and place of adjourned meetings need be given 
except as required by law.  At any such adjourned meeting at which the
requisite number of shares of stock entitled to be voted thereat shall be
present in person or by proxy, any business may be transacted which might have
been transacted at the meeting as originally called and notified.   
   
A determination of stockholders of record entitled to notice of or to vote at  
a meeting of stockholders shall apply to any adjournment of such meeting   
unless the Board of Directors fixes a new record date for the adjourned   
meeting.  If an adjournment of any meeting of stockholders shall be for more   
than 30 days, or if after adjournment a new record date is fixed by the Board  
of Directors for the adjourned meeting, a notice of the adjourned meeting   
shall be given to each stockholder of record entitled to notice of or to vote  
at the meeting.   
   
Conduct of Meetings.  The meetings of stockholders shall be presided over by   
the Chairman of the Board or the President, or if neither be present, by a   
Vice President, or if none of them is present, by a chairman to be elected at  
the meeting.  The Secretary of the Corporation, if present, shall act as   
secretary of such meeting, or if he is not present, an Assistant Secretary   
shall so act, or if neither the Secretary nor an Assistant Secretary is   
present, then the meeting shall elect its secretary.   
   
Voting and Inspectors.  Each stockholder entitled to vote at a meeting of   
stockholders or to consent or dissent to corporate action in writing without a 
meeting may vote, consent or dissent in person or by proxy, but no proxy need  
be sealed, witnessed or acknowledged.  No proxy may be voted upon or acted   
upon after three years from its date unless such proxy shall provide for a   
longer period.   
   
All elections shall be had and all questions decided by a majority of the   
votes cast at a duly constituted meeting, except as otherwise required by the  
Certificate of Incorporation, these Bylaws or by specific statutory provision  
superseding requirements contained in the Certificate of Incorporation or in   
these Bylaws.   
   
The Board of Directors shall, in advance of any meeting of the stockholders,   
appoint one or more inspectors of election as required by, and who shall act   
pursuant to, applicable law.  No candidate for the office of director shall be 
appointed such inspector or judge.   
   
All elections of directors shall be by written ballot.  The chairman of the   
meeting may cause the vote to be taken on any other matters to be by written   
ballot.   
   
Validity of Proxies and Ballots.  At every meeting of the stockholders, all   
proxies shall be received and taken in charge of, and all ballots, if any,   
shall be received and canvassed by, the inspectors of election, who shall   
decide all questions touching the qualification of voters, the validity of the 
proxies, and the acceptance or rejection of votes.    
   
Board of Directors   
   
General Powers.  The business, property and affairs of the Corporation shall   
be conducted and managed under the direction of a Board of Directors.  The   
Board of Directors shall have and exercise, or cause to be exercised, in the   
name and on behalf of the Corporation all the powers of the Corporation,   
except those conferred upon or reserved to stockholders expressly by statute,  
the Certificate of Incorporation or these Bylaws.   
   
Number and Tenure of Office.  The number of directors which shall constitute   
the whole Board shall be such as from time to time may be fixed by resolution  
of the Board of Directors at a duly held regular or special meeting, but in no 
case shall the number be less than three.  The directors shall be classified   
with respect to the time for which they shall severally hold office by   
dividing them into three classes, each class to consist of such number of   
directors as the directors may determine, provided that the whole number of   
directors of any class shall not exceed the whole number of directors of any   
other class by more than one.  At each annual meeting, the successors to the   
directors of the class whose terms shall expire in that year shall be elected  
to hold office for a term of three years from the date of their election and   
until the election and qualification of their successors, so that the term of  
office of one class of directors shall expire in each year.  Notwithstanding   
the provisions of this Section 2 of Article III, whenever the holders of any   
series of nonvoting Preferred Stock shall be entitled, voting separately as a  
class, to elect directors, the terms of all directors elected by such holders  
shall expire on the next succeeding annual meeting of stockholders.  Directors 
need not be stockholders.   
   
Vacancies.  In case of any vacancy in the Board of Directors through death,   
resignation, removal, increase in the number of directors, or other cause,   
such vacancy may be filled by the vote of a majority of the remaining   
directors, although such majority shall not constitute a quorum.  Any   
successor director so elected shall hold office for the unexpired term of the  
director whose office has been vacated.   
   
Removal of Directors.  Any director may be removed from office for cause, at   
any time, by the vote of at least two-thirds of the whole Board of Directors   
or by the vote at a special meeting, called for such purpose, of the holders   
of at least two-thirds of all shares outstanding and entitled to vote for the  
election of directors.   
   
Place of Meeting; Maintenance of Books and Records.  The directors may hold   
their meetings, whether regular or special, and keep the books, records of   
account and stock ledgers of the Corporation either within or without the   
State of Delaware, at any office or offices of the Corporation or at any place 
as they may from time to time by resolution determine, or, in the case of   
meetings, as shall be specified or fixed in the respective notices, waivers of 
notice, or consents with respect thereto.   
   
Regular Meetings.  Regular meetings of the Board of Directors shall be held at 
such times and at such places either within or without the State of Delaware   
as the directors may from time to time determine.  No notice of any regular   
meeting need be given to any director, except as otherwise provided in Article 
XI hereof.   
   
The annual meeting of the Board of Directors shall be held as soon as   
practicable after the annual meeting of the stockholders for the election of   
directors, and no notice of such meeting shall be necessary if held at the   
same place as the annual meeting of stockholders following such meeting,   
except as otherwise provided in Article XI hereof.   
   
Special Meetings.  Special meetings of the Board of Directors may be held from 
time to time at such places either within or without the State of Delaware   
upon call of the Chairman of the Board, the President or by a quorum of the   
Board.  Notice of each special meeting of the Board shall be given to each   
director personally or by telephone, electronic or facsimile transmission or   
by written notice sent or mailed, postage prepaid, to each director at his   
address as it appears on the records of the Corporation, not less than 48   
hours before such meeting or such shorter period before such meeting as the   
person or persons calling such meeting deem appropriate in the circumstances.  

No notice need be given to any director who attends the meeting in person or   
to any director who, in writing executed and filed with the records of the   
meeting either before or after the holding thereof, waives such notice.  Such  
notice or waiver of notice may but need not state the business to be
transacted at, or the purpose or purposes of, such meeting.   
   
Quorum.  One-third of the total number of directors shall constitute a quorum  
for the transaction of any and all business, provided that a quorum shall in   
no case be less than two directors.  If at any meeting of the Board there   
shall be less than a quorum present, a majority of those present shall have   
power to adjourn the meeting from time to time, without notice other than   
announcement at the meeting of the time and place of such adjourned meeting,   
until a quorum shall have been obtained.  The act of the majority of the   
directors present at any meeting at which there is a quorum shall be the act   
of the Board, except as may be otherwise specifically provided by applicable   
law, by the Certificate of Incorporation or by these Bylaws.   
   
Committees.  The Board of Directors may at any time, by the affirmative vote   
of a majority of the whole Board, appoint from among its members an Executive  
Committee composed of two or more directors, and may delegate by resolution to 
such Executive Committee, in the intervals between meetings of the Board of   
Directors, any or all of the powers of the Board of Directors respecting the   
business, affairs and property of the Corporation, and the power to authorize  
the seal of the Corporation to be affixed to all papers which may require it;  
provided, however, that nothing herein shall be deemed to prohibit the   
designation of additional committees for limited and appropriate purposes with 
such memberships as may be provided in the resolution of the Board of
Directors designating any such committee.  In the absence or disqualification
of any member of any such committee at a meeting thereof, the member or
members thereof present at such meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint a
member of the Board of Directors to act at such meeting in the place of any
such absent or disqualified member.  All such committees shall report the
action taken or principal matters considered to the Board of Directors at the
next succeeding regular or special meeting, and any action by the committees
which in all cases shall be by a majority of those present at a meeting at
which there is a quorum shall be subject to revision and alteration by the
Board of Directors, provided that no rights of third persons shall be affected
by any such revision or alteration.  The Board of Directors may at any time,
by the affirmative vote of a majority of the whole Board, remove, with or
without cause, any member of any such committee and fill vacancies therein.    
Compensation.  Directors and members of any committee of the Corporation   
contemplated by these Bylaws or otherwise provided for by resolution of the   
Board of Directors who are not salaried officers of the Corporation shall, in  
consideration of their serving as such, receive from the Corporation such   
amount per annum or such fees for attendance at meetings of the Board of   
Directors or of such committee, or both, as the Board may from time to time   
determine.  All directors and members of any such committee shall receive   
reimbursement for the reasonable expenses incurred by them in connection with  
their attendance at meetings or the performance of their duties.  Nothing   
contained herein shall preclude any director or any member of such committee   
from serving the Corporation in any other capacity and receiving compensation  
therefor.   
   
Officers   
   
Election; Appointment; Vacancies.  The executive officers of the Corporation 
shall be chosen by the Board of Directors as soon as may be practicable after 
the annual meeting of stockholders.  Such executive officers may include a   
Chairman of the Board, a Vice Chairman of the Board and one or more Vice   
Presidents, and shall include a President, a Secretary and a Treasurer.  The   
Board of Directors may also in its discretion appoint Assistant Secretaries,   
Assistant Treasurers, a Controller, Assistant Controllers, and other officers, 
agents and employees, or may, by resolution, delegate this authority to the   
Chairman of the Board or President of the Corporation.  The Board of   
Directors, or the Chairman of the Board or President if authorized as   
aforesaid, may fill any vacancy which may occur in any office, except that   
vacancies in executive offices shall be filled by the Board of Directors.  Any 
number of offices, except those of President and Vice President and those of   
Treasurer and Controller, may be held by the same person, but no officer shall 
execute, acknowledge or verify any instrument in more than one capacity, if   
such instrument is required by law, these Bylaws or otherwise to be executed,  
acknowledged or verified by two or more officers.   
   
Tenure of Office; Removal.  Executive officers, and other officers if to be   
elected by the Board, shall be elected at the first meeting of the Board of   
Directors, or as soon thereafter as practicable, after the annual meeting of   
stockholders to hold office until their successors are chosen and qualified.   

Other officers, if appointed by the Chairman of the Board or President as   
provided in Section 1 of this Article IV, shall have a tenure in office until  
their successors be chosen and qualified.  Executive officers and any other   
officers, agents, or employees elected by the Board may be removed from office 
at any time with or without cause by the Board of Directors, and officers,   
agents or employees appointed by the Chairman of the Board or President, as   
aforesaid, may be removed from office at any time with or without cause by   
such officers or by the Board of Directors, but any such removal shall be   
without prejudice to contractual rights with the Corporation, if any, of the   
officers, agents or employees so removed.   
   
Powers and Duties.  Officers, agents and employees shall have such powers and  
duties in the management of the business, property and affairs of the   
Corporation as are provided by statute, the Certificate of Incorporation and   
these Bylaws, as well as such powers and duties as generally pertain to their  
respective offices and such powers and duties as may from time to time be
conferred by resolution of the Board of Directors.   
   
Salaries.  The salaries of all officers, agents and employees of the   
Corporation shall be fixed by or pursuant to the authority of the Board of   
Directors.   
   
Fidelity Bonds.  The Board of Directors may require any officer, agent or   
employee of the Corporation to give bond for the faithful discharge of his   
duties, in such sum and of such character as the Board of Directors may from   
time to time prescribe.   
   
Checks, Notes, Etc.   
   
All checks and drafts on the Corporation's bank accounts and all bills of   
exchange and promissory notes, and all acceptances, guarantees, obligations,   
evidences of indebtedness and other instruments for the payment of money, and  
all certificates or other instruments representing the Corporation's stock or  
other securities, and any indentures, mortgages or agreements with respect   
thereto, shall be signed by such officer or officers, agent or agents, as   
shall be thereunto authorized from time to time by the Board of Directors.   
   
Capital Stock   
   
Certificate of Shares.  The interest of each stockholder of the Corporation   
shall be evidenced by certificates for shares of stock in such form as the   
Board of Directors may from time to time prescribe, except insofar as provided 
by law.  No certificate shall be valid unless it is signed by the Chairman of  
the Board, or the President or a Vice President, and by the Secretary or an   
Assistant Secretary or the Treasurer or an Assistant Treasurer of the   
Corporation and sealed with its seal (which seal may be in facsimile), and if  
such certificate is countersigned by a transfer agent or registered by a   
registrar (in each case other than the Corporation or its employees), the   
signatures of the aforesaid officers of the Corporation may be by facsimile.   

In the event that any such officer so signing a certificate manually or by   
facsimile is no longer an officer of the Corporation or holds a different   
office at the time the certificate is issued, such certificate may   
nevertheless be issued and, if so issued, shall have the same force and effect 
as if such officer held at such time the office held by him when so signing,   
whether manually or by facsimile, the certificate.   
   
Transfer of Shares.  Shares of the Corporation shall be transferable on the   
books of the Corporation by the holder thereof in person or by his duly   
authorized attorney or legal representative, upon surrender and cancellation   
of certificates for the same number of shares of the same class or series,   
duly endorsed or accompanied by proper instruments of assignment and transfer, 
with such proof of the authenticity of the signature as the Corporation or its 
agents may reasonably require.  The Board of Directors shall designate an   
officer of the Corporation to act as transfer clerk in the absence of the   
appointment of a transfer agent.   
   
Stock Ledgers.  The stock ledgers of the Corporation, containing the names and 
addresses of the stockholders and the number of shares held by them
respectively, shall be kept at the office of the Secretary of the Corporation, 
whether within or without the State of Delaware, in the custody of the   
transfer clerk or, if the Corporation employs a transfer agent, at the offices 
of such transfer agent, and shall during the usual business hours of every   
business day be open for inspection and for copying for any proper purpose by  
any person authorized by the laws of the State of Delaware and the Certificate 
of Incorporation to do so.   
   
Lost, Stolen or Destroyed Certificates.  The Board of Directors may determine  
the conditions upon which a new certificate representing shares of any class   
or series may be issued in place of a certificate which is alleged to have   
been lost, stolen or destroyed; and may, in their discretion, require the   
owner of such certificate or his legal representative to give bond, with   
sufficient surety to the Corporation and the transfer agent, if any, to   
indemnify it and such transfer agent against any and all loss or claims which  
may arise by reason of the issue of a new certificate in the place of the one  
so lost, stolen or destroyed.   
   
Corporate Seal   
   
The corporate seal shall have inscribed thereon the name of the Corporation,   
the year of its organization, the words "Corporate Seal, Delaware," and such   
other inscriptions, if any, as the Board of Directors may from time to time   
determine.  The seal may be used by causing it or a facsimile thereof to be   
impressed or affixed or reproduced or otherwise.   
   
Fiscal Year   
   
The fiscal year of the Corporation shall cover such period of 12 calendar   
months as the Board of Directors may determine.  In the absence of any such   
determination, the accounts of the Corporation shall be kept on a  
calendar-year basis.   
   
Voting the Stock of Other Corporations   
   
Any stock or other securities of other corporations, which may from time to   
time be held by the Corporation, may be represented and voted at any meeting   
of stockholders or security holders of such other corporations by the Chairman 
of the Board, the President, or any Vice President of the Corporation, or by   
proxy or proxies appointed by any such person, or otherwise pursuant to   
authorization thereunto given by resolution of the Board of Directors.   
   
Indemnification of Directors, Officers and Others   
   
Indemnification of Directors and Officers.  The Corporation shall, to the   
fullest extent permitted by applicable law, indemnify any person (and the   
heirs, executors and administrators thereof) who was or is made, or threatened 
to be made, a party to or otherwise required to appear in an action, suit,   
matter or proceeding, or was or is otherwise involved with any agency or body, 
whether civil, criminal, administrative, arbitrative, or investigative,   
whether formal or informal, whether involving any actual or alleged breach of  
duty, neglect or error, any accountability, or any actual or alleged
misstatement, misleading statement or other act or omission, whether involving
conduct in any capacity or the person's status arising from any capacity, and
whether brought or threatened in any court or administrative or legislative
body or agency, including an action by or in the right of the Corporation to
procure a judgment in its favor and an action by or in the right of any other  
corporation of any type or kind, domestic or foreign, or any partnership,   
joint venture, trust, employee benefit plan or other enterprise, which any   
director or officer of the Corporation is serving or served in any capacity at 
the request of the Corporation (individually and collectively, a
"proceeding"), by reason of the fact that such person, his or her testator,   
intestate or other successor in interest is or was a director or officer of   
the Corporation, or is serving or served such other corporation, partnership,  
joint venture, trust, employee benefit plan or other enterprise in any
capacity, against judgments, fines, amounts paid in settlement, and costs,
charges and expenses, including attorneys' fees, incurred therein or in any
appeal thereof.   
   
Indemnification of Others.  The Corporation shall indemnify other persons and  
reimburse the expenses thereof, to the extent required by applicable law, and  
may indemnify any other person to whom the Corporation is permitted to provide 
indemnification or the advancement of expenses, whether pursuant to rights   
granted pursuant to, or provided by, the Delaware General Corporation Law or   
other rights created by (i) a resolution of stockholders, (ii) a resolution of 
the Board of Directors, or (iii) an agreement providing for such
indemnification, it being expressly intended that these Bylaws authorize the
creation of other rights in any such manner.   
   
Advances or Reimbursement of Expenses.  The Corporation shall, from time to   
time, reimburse or advance to any person referred to in Section 1, upon his or 
her good faith written request, the funds necessary for payment of expenses,   
including attorneys' fees, incurred in connection with any action, suit or   
proceeding referred to in Section 1, upon receipt of a written undertaking by  
or on behalf of such person to repay such amount(s) if a judgment or other   
final adjudication adverse to the director or officer establishes that (i) his 
or her acts were committed in bad faith or were the result of active and   
deliberate dishonesty and, in either case, were material to the cause of   
action so adjudicated, (ii) such person personally gained in fact a financial  
profit or other advantage to which he or she was not legally entitled, or   
(iii) his or her conduct was otherwise of a character such that Delaware law   
would require that such amount(s) be repaid.  In connection with any request   
for advancement or reimbursement, the amount of expenses shall be presumed to  
be reasonable and necessarily incurred.  Solely for purposes of the
advancement or reimbursement of expenses that may be incurred, in connection   
with his or her appearance as a witness in a proceeding at a time when not a   
party, a person referred to in Section 1 of this Article X shall be deemed to  
be threatened to be made such a party.   
   
Service of Certain Entities Deemed Requested.  Any director or officer of the  
Corporation serving (i) another corporation, of which a majority of the shares 
entitled to vote in the election of its directors is held , directly or   
indirectly, by the Corporation, or (ii) any employee benefit plan of the   
Corporation or any corporation referred to in clause (i), in any capacity   
shall be deemed to be doing so at the request of the Corporation.  Referring   
to clause (i) of the preceding sentence, the provisions of this Article X   
shall apply only if and to the extent that, after the exertion of such efforts 
as shall be reasonable in the circumstances, the claimant is unable to obtain  
indemnification from such other corporation, or any other enterprise served by 
the claimant at the Corporation's request, or reimbursement from its insurer.  

Interpretation.  Any person entitled to be indemnified or to the reimbursement 
or advancement of expenses as a matter of right pursuant to this Article X may 
elect, to the extent permitted by applicable law, to have the right to   
indemnification (or advancement of expenses) interpreted on the basis of the   
applicable corporate indemnification provisions or the applicable law in   
effect at the time of the occurrence of the event or events giving rise to the 
action, suit or proceeding, or on the basis of the applicable corporate
indemnification provisions or the applicable law in effect at the time
indemnification is sought.  The rights referred to in the preceding sentence
shall include any applicable provisions of the Certificate of Incorporation or
these Bylaws.   
   
Indemnification Right.  The right to be indemnified or to the reimbursement or 
advancement of expenses pursuant to this Article X (i) is a contract right   
pursuant to which the person entitled thereto may bring suit as if the   
provisions hereof were set forth in a separate written contract between the   
Corporation and the director or officer, (ii) is intended to be retroactive   
and shall be available with respect to events occurring prior to the adoption  
hereof, and (iii) shall continue to exist after the rescission or restrictive  
modification hereof with respect to events occurring prior thereto.     
   
Indemnification Procedure.  Consistent with Section 1 of this Article X, the   
Corporation shall, promptly upon the submission of a request to be   
indemnified, take whatever steps may be prescribed by law, or otherwise may be 
necessary or appropriate, in order to authorize the requested indemnification. 
  
In connection therewith, it shall be presumed that the requester is entitled   
to be indemnified and that presumption shall be overcome only if   
indemnification is forbidden by an adverse judgement or other final   
adjudication directly establishing that the requester engaged in a form of   
improper conduct as specified in Section 1 of this Article X.   
   
Indemnification Claims.  If a request to be indemnified or for the   
reimbursement or advancement of expenses pursuant hereto is not paid in full   
by the Corporation within 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 be entitled also to be paid the   
expenses of prosecuting such claim.  Neither the failure of the Corporation   
(including its Board of Directors, independent legal counsel, or its   
stockholders) to have made a determination prior to the commencement of such   
action that indemnification of or reimbursement or advancement of expenses to  
the claimant is proper -- or cannot be provided -- in the circumstances, nor   
an actual determination by the Corporation (including its Board of Directors,  
independent legal counsel, or its stockholders) that the claimant is not
entitled to indemnification or to the reimbursement or advancement of
expenses, shall be a defense to the action or create a presumption that the
claimant is not so entitled.   
   
Limitation on Indemnification.  Notwithstanding anything contained in this   
Article X to the contrary, except for proceedings to enforce rights to   
indemnification (which shall be governed by Section 8 of this Article X), the  
Corporation shall not be obligated to indemnify any director or officer in   
connection with a proceeding (or part thereof) initiated by such person unless 
such proceeding (or part thereof) was authorized or consented to by the Board  
of Directors.   
   
Severability.  If this Article X or any portion hereof shall be invalidated on 
any ground by any court of competent jurisdiction, then the Corporation shall  
nevertheless indemnify each director or officer of the Corporation as to   
liabilities incurred in connection with any proceeding, including an action by 
or in the right of the Corporation, to the full extent permitted by any   
applicable portion of this Article X that shall not have been invalidated.    
   
Amendments   
   
The Bylaws of the Corporation may be altered, amended, added to or repealed at 
any annual or special meeting of stockholders at which a quorum is present or  
represented, provided notice of the proposed alteration, amendment, addition   
or repeal is set forth in the notice of such meeting, by the affirmative vote  
of a majority of the shares of stock present or represented at such meeting   
and entitled to vote thereat, or by the Board of Directors at any regular or   
special meeting of the Board if notice of the proposed alteration, amendment,  
addition or repeal is contained in the notice of any such meeting or in the   
waivers or consents with respect thereto.  Any action of the Board of
Directors of the Corporation taken under this Article XI may be altered,
amended, added to or repealed by the stockholders at such meeting or at any
other meeting.  In no event shall the Board of Directors of the Corporation
have power to alter, amend, add to or repeal this Article XI.