EXHIBIT 3(ii).2

                  BY-LAWS OF GLOBAL MARINE INC.
                                 
                As Amended Through August 5, 1998
                                                        


                            ARTICLE I

                             OFFICES


SECTION I-1 PRINCIPAL OFFICE:  The principal office shall be in
the City of Wilmington, County of New Castle, state of Delaware.

SECTION I-2 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 the business of the corporation may require.


                            ARTICLE II

                     MEETINGS OF STOCKHOLDERS


SECTION II-1 PLACE:  All meetings of the stockholders for the
election of directors shall be held at such place, within or
without the state of Delaware, as may be fixed from time to time
by the Board of Directors.  Meetings of stockholders for any
other purpose may be held at such time and place, within or
without the state of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

SECTION II-2  DATE, TIME, AND PURPOSE OF ANNUAL MEETING:  The
annual meeting of stockholders shall be held at such date and
time as may be determined by the Board of Directors.  In the
event that the Board does not set a date and time, such meeting
shall be held at 11:00 a.m. on the fourth Wednesday in May of
each year if not a legal holiday, and if a legal holiday, then at
the same time on the next business day following.  At such annual
meeting the stockholders shall elect directors and shall transact
such other business as may properly be brought before the
meeting. 

SECTION II-3 WRITTEN NOTICE:  Written notice of the annual
meeting shall be given to each stockholder entitled to vote
thereat at least ten days before the date of the meeting.

SECTION II-4  STOCKHOLDER LIST:  The officer who has charge of
the stock ledger of the corporation shall prepare and make, at
least ten days before every meeting of stockholders, a complete
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list of the stockholders entitled to vote at said meeting,
arranged in alphabetical order, and showing the address of and
the number of shares registered in the name of each stockholder. 
Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during 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, and the list shall be produced and kept at the
time and place of the meeting during the whole time thereof, and
subject to the inspection of any stockholder who is present.

SECTION II-5 SPECIAL MEETING:  Special meetings of the
stockholders may only be called at any time by a majority of the
directors then in office or the President, or by the holders of
at least 25% of the issued and outstanding common stock of the
corporation as provided in the Certificate of Incorporation.

SECTION II-6 NOTICE OF SPECIAL MEETING:  Written notice of a
special meeting of stockholders, stating the time, place and
object thereof, shall be given to each stockholder entitled to
vote thereat, at least five days before the date fixed for the
meeting.

SECTION II-7  BUSINESS TO BE CONDUCTED AND NOMINATIONS:  (a) At
any special meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall
have been set forth in the notice relating to the meeting.

     (b)  At any annual meeting of stockholders, only such
business shall be conducted, and only such proposals shall be
acted upon, as shall have been brought before the annual meeting
(i) by or at the direction of the Board of Directors or (ii) by
any stockholder of the corporation who is a stockholder of record
at the time of the giving of such stockholder's notice provided
for in this paragraph (b), who shall be entitled to vote at such
meeting, and who complies with the requirements of this paragraph
(b) and as shall otherwise be proper subjects for stockholder
action and shall be properly introduced at the meeting.  For a
proposal to be properly brought before an annual meeting by a
stockholder, in addition to any other applicable requirements,
the stockholder must have given timely advance notice thereof in
writing to the Secretary of the corporation.  To be timely, a
stockholder's notice must be delivered to, or mailed and received
at, the principal executive offices of the corporation not later
than the close of business on the 90th day prior to the first
anniversary of the beginning of the preceding year's annual
meeting; provided, however, that in the event that the date of
the annual meeting is more than 30 days before or more than 60
days after such anniversary date, notice by the stockholder to be
timely must be so delivered not later than the close of business
on the later of the 90th day prior to the scheduled day of such
annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the
corporation, including, without limitation, by press release, by
filing with the Securities and Exchange Commission, and/or by any
written material sent to stockholders.  Any such stockholder's
notice to the Secretary of the corporation shall set forth as to
each matter the stockholder proposes to bring before the annual
meeting (i) a description of the proposal desired to be brought
before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as
they appear on the corporation's books, of the stockholder
proposing such business and any other stockholders known by such
stockholder to be supporting such proposal, (iii) the class and
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number of shares of the corporation's stock that are beneficially
owned by the stockholder on the date of such notice, (iv) any
financial interest of the stockholder in such proposal, and (v) a
representation that the stockholder intends to appear in person
or by proxy at the meeting to bring the proposed business before
the annual meeting.  The presiding officer of the annual meeting
shall determine whether the requirements of this paragraph (b)
have been met with respect to any stockholder proposal.  If the
presiding officer determines that a stockholder proposal was not
made in accordance with the terms of this paragraph (b), he shall
so declare at the meeting and such proposal shall not be acted
upon at the meeting.  

     (c)  Subject to such rights of the holders of any class or
series of preferred stock as may be prescribed in the Certificate
of Incorporation or in the resolutions of the Board of Directors
providing for the issuance of any such class or series, only
persons who are nominated in accordance with the procedures set
forth in this paragraph (c) shall be eligible for election as,
and to serve as, directors.  Nominations of persons for election
to the Board of Directors may be made at a meeting of the
stockholders at which directors are to be elected (i) by or at
the direction of the Board of Directors or (ii) by any
stockholder of the corporation who is a stockholder of record at
the time of the giving of such stockholder's notice provided for
in this paragraph (c), who shall be entitled to vote at such
meeting in the election of directors, and who complies with the
requirements of this paragraph (c).  Such nominations, other than
those made by or at the direction of the Board of Directors,
shall be preceded by timely advance notice thereof in writing to
the Secretary of the corporation.  To be timely, a stockholder's
notice must be delivered to, or mailed and received at, the
principal executive offices of the corporation not later than the
close of business on the 90th day prior to the first anniversary
of the beginning of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual
meeting is more than 30 days before or more than 60 days after
such anniversary date, notice by the stockholder to be timely
must be so delivered not later than the close of business on the
later of the 90th day prior to the scheduled day of such annual
meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the
corporation, including, without limitation, by press release, by
filing with the Securities and Exchange Commission, and/or by any
written material sent to stockholders.  Any such stockholder's
notice to the Secretary of the corporation shall set forth (x) as
to each person whom the stockholder proposes to nominate for
election or re-election as a director, (i) the name, age,
business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the
number of shares of each class of capital stock of the
corporation beneficially owned by such person and (iv) the
written consent of such person to having such person's name
placed in nomination at the meeting and to serve as a director if
elected, and (y) as to the stockholder giving the notice, (i) the
name and address, as they appear on the corporation's books, of
such stockholder, (ii) the class and number of shares of the
corporation's stock that are beneficially owned by the
stockholder on the date of such notice, (iii) any arrangement
between the nominee or nominees and the stockholder, (iv) any
other facts about the nominee or nominees that would be required
in a proxy statement and (v) a representation that the
stockholder intends to appear in person or by proxy at the
meeting to make the nomination or nominations.  The presiding
officer of the meeting of stockholders shall determine whether
the requirements of this paragraph (c) have been met with respect
to any nomination or intended nomination.  If the presiding
officer determines that any nomination was not made in accordance
with the terms of this paragraph (c), he shall so declare at the
meeting and such nomination shall be disregarded.
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     (d)  Notwithstanding the foregoing provisions of this
Section II-7, a stockholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to the
matters set forth in this Section II-7. 

SECTION II-8 QUORUM:  The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the Certificate of
Incorporation.  If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or represented.  At such adjourned
meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at
the meeting as originally notified.

SECTION II-9  REQUIRED VOTE:  When a quorum is present at any
meeting, in all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders, unless the
matter is one upon which by express provision of the statutes or
of the Certificate of Incorporation a different vote is required,
in which case such express provision shall govern and control the
decision of such matter.  In any election of directors at a
meeting when a quorum is present, the individual or individuals
elected shall be the nominee or nominees, equal in number to the
position or positions to be filled, who receives or receive a
plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the
election of directors.

SECTION II-10 THE STOCKHOLDER VOTE:  Each stockholder shall at
every meeting of the stockholders be entitled to one vote in
person or by proxy for each share of the capital stock having
voting power held by such stockholder, but no proxy shall be
voted on after three years from its date, unless the proxy
provides for a longer period.  At all elections of directors of
the corporation each stockholder having voting power shall be
entitled to exercise the right of cumulative voting as provided
in the Certificate of Incorporation.


                           ARTICLE III

                            DIRECTORS


SECTION III-1  NUMBER, QUALIFICATION, ELECTION, AND TERM OF
OFFICE:  The exact number of directors, within the limits stated
in the Certificate of Incorporation, shall be determined by
resolution or resolutions passed by a majority of the whole Board
of Directors.  If it is proposed to reduce the authorized number
of directors below five (5), the vote of stockholders holding
more than eighty percent (80%) of the voting power shall be
necessary for such reduction.  No person shall serve as a
director of this corporation who at the time of his or her
election has reached his or her 70th birthday unless such person
was elected as a director at the annual meeting of holders of
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common stock of this corporation held on May 18, 1979, in which
case such person shall be entitled to serve as a director without
regard to any limitation of age.  Each director shall serve for a
term of office within the limits stated in the Certificate of
Incorporation.  Directors need not be stockholders.

SECTION III-2 LOCATION OF BOARD MEETING:  The Board of Directors
of the corporation may hold meetings, both regular and special,
either within or without the state of Delaware.

SECTION III-3 FIRST MEETING OF THE NEWLY ELECTED BOARD:  The
first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting
shall be necessary to the newly elected directors in order to
legally constitute the meeting, provided a quorum shall be
present.  In the event of the failure of the stockholders to fix
the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at
the time and place so fixed by the stockholders, the meeting may
be held at such time and place as shall have been determined for
the next regular meeting by the previous Board of Directors or as
shall be determined by the President, which time and place shall
be specified in a notice given as hereinafter provided for
meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.

SECTION III-4 REGULAR MEETINGS:  Regular meetings of the Board of
Directors may be held without notice at such time and at such
place as shall from time to time be determined by the Board.

SECTION III-5 SPECIAL MEETINGS; Telephonic Meetings Permitted:
Special meetings of the Board of Directors may be called by the
President on reasonable notice to each director, which notice may
be written, oral, or by any other mode of notice; special
meetings shall be called by the President or Secretary in like
manner and on like notice on the written request of two
directors.  Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, members of the Board of
Directors, or any committee designated by the Board, may
participate in a meeting of the Board or of such committee, as
the case may be, 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 a meeting pursuant to this provision shall
constitute presence in person at such meeting.

SECTION III-6 QUORUM AND MAJORITY VOTE:  At any meeting of the
Board or of any committee of the Board, one-third of the
directors holding office or one-third of the members constituting
such committee, as the case may be, shall constitute a quorum for
the transaction of business, provided however that a quorum for
the transaction of business at any meeting of a committee of the
Board shall not be less than two members.  The act of a majority
of the directors or members present at any meeting at which there
is a quorum shall be the act of the Board of Directors or such
committee, as the case may be, except as may be otherwise
specifically provided by statute or by the Certificate of
Incorporation.  If a quorum shall not be present at any meeting
of the Board of Directors or of any committee of the Board, the
directors or members present thereat may adjourn the meeting from
time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

SECTION III-7 UNANIMOUS WRITTEN CONSENT:  Unless otherwise
restricted by the Certificate of Incorporation or these By-laws,
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any action required or permitted to be taken at a 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 or of such committee as the case may be, and
such written consent or consents are filed with the minutes of
proceedings of the Board or committee.

SECTION III-8  COMMITTEES - FORMATION AND POWERS:  The Board of
Directors may designate one or more committees, each committee to
consist of two or more of the directors of the corporation,
which, to the extent provided by the Board, shall have and may
exercise the powers of the Board of Directors in the management
of the business and affairs of the corporation and may authorize
the seal of the corporation to be affixed to all papers which may
require it.  Such committee or committees shall have such name or
names as may be determined from time to time by the Board of
Directors.  The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the
committee.  In the absence or disqualification of a member of a
committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or
disqualified member, 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 place of any
absent or disqualified member.

SECTION III-9 COMMITTEE MINUTES:  Each committee shall keep
regular minutes of its meeting and report the same to the Board
of Directors when required.

SECTION III-10  COMPENSATION:  The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors and a retainer for their
service as directors.  No such payment shall preclude any
director from serving the corporation in any other capacity and
receiving compensation therefor.  Members of special or standing
committees may be allowed like compensation for attending
committee meetings.

SECTION III-11 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND AGENTS:  (a)(i)  The corporation, to the full extent
permitted, and in the manner required by the laws of the state of
Delaware, as in effect at the time of the adoption of this
revised Section III-11 or as such laws may be amended from time
to time, shall indemnify any person who was or is made a party to
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (including any appeal
thereof), whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation), by reason of the fact that such person is or was a
director or officer of the corporation, or, if at a time when he
was a director or officer of the corporation, is or was serving
at the request of the corporation as a director, officer,
partner, trustee, fiduciary, employee or agent (a "Subsidiary
Officer") of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise (an "Affiliated
Entity"), against expenses (including attorneys' fees), costs,
judgments, fines, penalties and amounts paid in settlement
actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or
not opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful; provided,
<PAGE>
however, that the corporation shall not be obligated to indemnify
against any amount paid in settlement unless the corporation has
consented to such settlement, which consent shall not be
unreasonably withheld.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of NOLO CONTENDERE or its equivalent shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which such person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, that such person
had reasonable cause to believe that his conduct was unlawful. 
Notwithstanding anything to the contrary in the foregoing
provisions of this subparagraph (i) and except for any action,
suit or proceeding brought on behalf of a person to enforce the
right to indemnification hereunder or otherwise, a person shall
not be entitled, as a matter of right, to indemnification
pursuant to this subparagraph (i) against costs or expenses
incurred in connection with any action, suit or proceeding
commenced by such person against any person who is or was a
director, officer, fiduciary, employee or agent of the
corporation or a Subsidiary Officer of an Affiliated Entity, but
such indemnification may be provided by the corporation in any
specific case as permitted by paragraph (f) of this Section III-
11.

     (ii)  The corporation may indemnify any employee or agent of
the corporation in the manner and to the extent that it shall
indemnify any director or officer under this paragraph (a),
including indemnity in respect of service at the request of the
corporation as a Subsidiary Officer of an Affiliated Entity.

     (b)(i)  The corporation, to the full extent permitted, and
in the manner required by the laws of the state of Delaware, as
in effect at the time of the adoption of this Section III-11 or
as such laws may be amended from time to time, shall indemnify
any person who was or is made a party to or is threatened to be
made a party to any threatened, pending or completed action or
suit (including any appeal thereof) brought in the right of the
corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer of the
corporation, or, if at a time when he was a director or officer
of the corporation, is or was serving at the request of the
corporation as a Subsidiary Officer of an Affiliated Entity,
against expenses (including attorneys' fees) and costs actually
and reasonably incurred by such person in connection with such
action or suit if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
corporation unless, and except to the extent that, the Court of
Chancery of the state of Delaware or the court in which such
judgment was rendered 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 and costs as the Court of
Chancery of the state of Delaware or such other court shall deem
proper.  Notwithstanding anything to the contrary in the
foregoing provisions of this subparagraph (b)(i), a person shall
not be entitled, as a matter of right, to indemnification
pursuant to this subparagraph (b)(i) against costs and expenses
incurred in connection with any action or suit in the right of
the corporation commenced by such person, but such
indemnification may be provided by the corporation in any
specific case as permitted by paragraph (f) of this Section III-
11.

     (ii)  The corporation may indemnify any employee or agent of
the corporation in the manner and to the extent that it shall
<PAGE>
indemnify any director or officer under this paragraph (b),
including indemnity in respect of service at the request of the
corporation as a Subsidiary Officer of an Affiliated Entity.

     (c)  Any indemnification under paragraph (a) or (b) of this
Section III-11 (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 under the circumstances because such
person has met the applicable standard of conduct set forth in
paragraph (a) or (b) of this Section III-11.  Such determination
shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to the
action, suit or proceeding in respect of which indemnification is
sought or by majority vote of the members of a committee of the
Board of Directors composed of at least three members each of
whom is not a party to such action, suit or proceeding, or (ii)
if such a quorum is not obtainable and/or such a committee is not
established or obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion, or (iii) by the stockholders.  In the event
a request for indemnification is made by any person referred to
in subparagraph (i) of paragraph (a) or subparagraph (i) of
paragraph (b), the corporation shall cause such determination to
be made not later than 60 days after such request is made.

     (d)(i)  Notwithstanding the other provisions of this Section
III-11, 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
paragraph (a) or (b) of this Section III-11, or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) and costs actually
and reasonably incurred by such person in connection therewith.

     (ii)  To the extent any person who is or was a director or
officer of the corporation has served or prepared to serve as a
witness in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, or in any
investigation by the corporation or the Board of Directors
thereof or a committee thereof or by any securities exchange on
which securities of the corporation are or were listed or any
national securities association, by reason of his services as a
director or officer of the corporation or, if at a time when he
was a director or officer of the corporation, is or was serving
at the request of the corporation as a Subsidiary Officer of an
Affiliated Entity, the corporation shall indemnify such person
against expenses (including attorneys' fees) and costs actually
and reasonably incurred by such person in connection therewith
within 30 days after the receipt by the corporation from such
person of a statement requesting such indemnification, averring
such service and reasonably evidencing such expenses and costs. 
The corporation may indemnify any employee or agent of the
corporation to the same extent it is required to indemnify any
director or officer of the corporation pursuant to the foregoing
sentence of this paragraph.

     (e)(i)  Expenses and costs incurred by any person referred
to in subparagraph (i) of paragraph (a) or subparagraph (i) of
paragraph (b) of this Section III-11 in defending a 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 person to repay such
amount if it shall ultimately be determined that such person is
<PAGE>
not entitled to be indemnified by the corporation as authorized
by this Section III-11.

     (ii)  Expenses and costs incurred by any person referred to
in subparagraph (ii) of paragraph (a) or subparagraph (ii) of
paragraph (b) of this Section III-11 in defending a civil,
criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by
the Board of Directors, a committee thereof or an officer of the
corporation or a committee thereof authorized to so act by the
Board of Directors upon receipt of an undertaking by or on behalf
of such person to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by
the corporation as authorized by this Section III-11.

     (f)  The provision of indemnification to or the advancement
of expenses and costs to any person under this Section III-11, or
the entitlement of any person to indemnification or advancement
of expenses and costs under this Section III-11, shall not limit
or restrict in any way the power of the corporation to indemnify
or advance expenses and costs to such person in any other way
permitted by law or be deemed exclusive of any right to which any
person seeking indemnification or advancement of expenses and
costs may be entitled under any law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in such person's capacity as an officer, director,
employee or agent of the corporation and as to action in any
other capacity while holding any such position.

     (g)  The indemnification provided or permitted under this
Section III-11 shall apply in respect of any expense, costs,
judgment, fine, penalty or amount paid in settlement, whether or
not the claim or cause of action in respect thereof accrued or
arose before or after the effective date of this revised Section
III-11.  The right of any person who is or was a director,
officer, employee or agent of the corporation to indemnification
and advance payment of expenses and costs under this Section III-
11 shall continue after he shall have ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, distributees, executors, administrators and other legal
representatives of such person.

     (h)  This Section III-11 shall be deemed to create a binding
obligation on the part of the corporation to its current and
former officers and directors and their heirs, distributees,
executors, administrators and other legal representatives, and
each director or officer in acting in such capacity shall be
entitled to rely on the provisions of this Section III-11,
without giving notice thereof to the corporation.

     (i)  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 Subsidiary Officer of any Affiliated
Entity, against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the corporation
would have the power to indemnify such person against such
liability under the provisions of this Section III-11 or
applicable law.

     (j)(i)  For purposes of this Section III-11, references to
"the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
<PAGE>
constituent of a constituent) absorbed in a consolidation or
merger which, if its corporate existence had continued, would
have been permitted under applicable law 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 Subsidiary Officer of any
Affiliated Entity, shall stand in the same position under the
provisions of this Section III-11 with respect to the resulting
or surviving corporation as such person would have with respect
to such constituent corporation if its separate existence had
continued.

     (ii)  For purposes of this Section III-11, references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; references to "serving at
the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted
in good faith and in a manner such person 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 interest of the corporation" as referred
to in this Section III-11.

SECTION III-12 DIRECTORS EMERITUS:  The Board of Directors may,
from time to time, elect one or more Directors Emeritus, each of
whom shall serve until the first meeting of the Board next
following the annual meeting of stockholders or until his earlier
resignation or removal by the Board.  Directors Emeritus shall
serve as advisors and consultants to the Board of Directors,
shall be invited to attend all meetings of the Board and may
participate in all discussions occurring during such meetings. 
Directors Emeritus shall not be privileged to vote on matters
brought before the Board and shall not be counted for the purpose
of determining whether a quorum of the Board is present.


                            ARTICLE IV

                   NOTICES AND WAIVERS THEREOF


SECTION IV-1  NOTICES:  Whenever under the provisions of these
By-laws notice is required to be given to any stockholder,
director or officer, such notice may be written, oral or by any
other mode of notice unless otherwise provided by law, the
Certificate of Incorporation or these By-laws.  If given by
United States mail, notice is given when deposited in the United
States mail, postage prepaid, directed to such stockholder,
director, or officer at his address as it appears on the records
of the corporation, or in default of other address, to such
stockholder, director, or officer at the general post office in
the City of Wilmington, County of New Castle, Delaware.

SECTION IV-2 WAIVER OF NOTICE:  Whenever any notice whatever is
required to be given by law, or under the provisions of the
Certificate of Incorporation, or of these By-laws, a waiver
thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein,
shall be deemed equivalent to receipt of such required notice.
<PAGE>

                            ARTICLE V

                             OFFICERS


SECTION V-1 ELECTION OF OFFICERS:  The officers of the
corporation shall be chosen by the Board of Directors, and shall
be a Chairman of the Board, a President, a Vice President, a
Secretary and a Treasurer.  The Board of Directors may also
choose additional vice presidents, and one or more assistant
secretaries and/or assistant treasurers, and one or more such
other officers, with such other titles, as the Board may deem
necessary or desirable.  Two or more offices may be held by the
same person, except that where the offices of president and
secretary are held by the same person, such person shall not hold
any other office.  The Board of Directors shall designate either
the Chairman of the Board or the President to be the Chief
Executive Officer of the corporation.

SECTION V-2 TIME OF ELECTION OF PRINCIPAL OFFICERS:  The Board of
Directors at its first meeting after each annual meeting of
stockholders shall choose a Chairman of the Board, a President,
one or more Vice Presidents, a Secretary and a Treasurer; the
Chairman of the Board shall be a member of the Board; none of the
other officers need be a member of the Board.

SECTION V-3 TIME OF ELECTION OF OTHER OFFICERS:  The Board of
Directors may appoint such other officers and agents as it shall
deem necessary who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.

SECTION V-4 SALARIES:  The salaries of the Chairman of the Board
and the President shall be fixed by the Board of Directors.  The
salaries of other officers shall be fixed by the Chief Executive
Officer subject to review by the Board of Directors.

SECTION V-5 TERM OF OFFICE, Removal and Filling of Vacancies: 
The officers of the corporation shall hold office until their
successors are chosen and qualify.  Any officer elected or
appointed by the Board of Directors may be removed at any time by
the affirmative vote of a majority of the Board of Directors. 
Any vacancy occurring in any office of the corporation shall be
filled by the Board of Directors.

SECTION V-5a THE CHAIRMAN OF THE BOARD:  The Chairman of the
Board shall preside at all meetings of the Board of Directors,
and shall exercise and perform such other powers and duties as
may be from time to time assigned to him by the Board of
Directors or prescribed by the By-laws.

SECTION V-5b CHIEF EXECUTIVE OFFICER:  The Board shall designate
either the Chairman of the Board or the President to be the Chief
Executive Officer of this corporation; the Chief Executive
Officer shall see that all orders and resolutions of the Board of
Directors are carried into effect, and shall exercise or perform
such other powers and duties as may be from time to time assigned
to him by the Board of Directors or prescribed by the By-laws.

SECTION V-6 THE PRESIDENT - DUTIES:  The President shall have
general and active management of the business of the corporation
subject to the direction and control of the Board of Directors,
<PAGE>
and if the President is not the Chief Executive Officer, subject
also to the direction and control of the Chief Executive Officer. 
The President shall assume the duties and responsibilities of the
Chairman of the Board in the absence of the Chairman of the
Board, or if there shall be no person occupying that office.

SECTION V-7 THE PRESIDENT - EXECUTION OF DOCUMENTS REQUIRING A
SEAL:  He shall execute bonds, mortgages, and the contracts
requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other
officer or agent of the corporation.

SECTION V-8 THE VICE PRESIDENT:  The Vice President, or if there
shall be more than one, the Vice Presidents in the order
determined by the Board of Directors, shall in the absence or
disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and
have such other powers as the Board of Directors may from time to
time prescribe.

SECTION V-9 THE SECRETARY:  The Secretary shall attend all
meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings of the meetings of
the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the
standing committees when required.  He shall give, or cause to be
given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform other such
duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be.  He shall keep in
safe custody the seal of the corporation, and when authorized by
the Board of Directors, affix the same to any instrument
requiring it.

SECTION V-10 THE ASSISTANT SECRETARY:  The Assistant Secretary,
or if there be more than one, the Assistant Secretaries in the
order determined by the Board of Directors, shall, in the absence
or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties
and have such other powers as the Board of Directors may from
time to time prescribe.

SECTION V-11 THE TREASURER - Responsibility for Funds:  The
Treasurer shall have custody of and be responsible for all the
monies and funds of the company.  He shall deposit or cause to be
deposited all company monies, funds and other valuables in the
name and to the credit of the company in such banks or other
financial institutions as in his judgment is proper or as shall
be directed by the Board, Chairman of the Board or the President,
and shall disburse the funds of the company which have been duly
approved for disbursement.  He shall enter regularly in the books
of the company to be kept by him for the purpose of full and
accurate accounts of all monies received and paid out by him on
account of the company.

SECTION V-12 THE TREASURER - OTHER DUTIES:  The Treasurer shall
have such other powers and perform such other duties as may from
time to time be prescribed by the Board, the Chairman of the
Board, the President or the By-laws, and he shall in general,
subject to control of the Board, the Chairman of the Board and
the President, perform all the duties usually incident to the
office of treasurer of a corporation.
<PAGE>

SECTION V-13 THE ASSISTANT TREASURER:  Each Assistant Treasurer
shall assist the Treasurer and, in the absence or disability of
the Treasurer, any Assistant Treasurer may perform the duties of
the Treasurer unless and until the contrary is expressed by the
Board, and shall perform such other duties as may be prescribed
by the Board or the Treasurer.


                            ARTICLE VI

                       CERTIFICATE OF STOCK


SECTION VI-1 RIGHT OF STOCKHOLDER TO CERTIFICATE:  Every holder
of stock in the corporation shall be entitled to have a
certificate, signed by, or in the name of the corporation by, the
President or a Vice President and the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him in the
corporation.

SECTION VI-2 FACSIMILE SIGNATURE:  Where a certificate is signed
(1) by a transfer agent other than the corporation or its
employee or (2) by a registrar other than the corporation or its
employee, the signature of any such President, Vice President,
Treasurer, Assistant Treasurer, Secretary or Assistant Secretary
may be by facsimile.  In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used
on any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death,
resignation or otherwise, before such certificate or certificates
have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile
signature or signatures have been used thereon had not ceased to
be such officer or officers of the corporation.

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

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

SECTION VI-5 RECORD DATE:  (a)  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, the Board
<PAGE>
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 shall
not be more than sixty nor less than ten days before the date of
such meeting.  If no record date is fixed by the Board of
Directors, 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.  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.

     (b)  In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders
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, and which record
date shall be not more than sixty days prior to such action.  If
no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the
resolution relating thereto.

     (c)  In each case when a record date has been duly fixed,
such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to
notice of and to vote at the meeting of stockholders and any
adjournment thereof, or to receive payment of the dividend or
other distribution, or to receive the allotment of rights, or to
exercise the rights or participate in the other action, as the
case may be, notwithstanding any transfer of any stock on the
books of the corporation after such record date is fixed.

SECTION VI-6 REGISTERED STOCKHOLDERS:  The corporation shall be
entitled to recognize the exclusive right of a person registered
on its books as the owner of shares to receive dividends, and to
vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by
the laws of Delaware.


                           ARTICLE VII

                        GENERAL PROVISIONS


SECTION VII-1 DIVIDENDS - DECLARATION AND PAYMENT:  Dividends
upon the capital stock of the corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special
meeting pursuant to law.  Dividends may be paid in cash, in
property, or in shares of the capital stock of the corporation,
subject to the provisions of the Certificate of Incorporation.

SECTION VII-2 RESERVE OUT OF FUNDS AVAILABLE FOR DIVIDENDS: 
Before payment of any dividend, there may be set aside out of any
<PAGE>
funds of the corporation available for dividends such sum or sums
as the directors from time to time in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing and maintaining any
property of the corporation, or for such other purpose as the
directors think conducive to the interest of the corporation, and
the directors may modify or abolish any such reserve in the
manner in which it was created.

SECTION VII-3 ANNUAL REPORT:  The Board of Directors shall cause
an annual report to be sent to the stockholders, not later than
three months after the close of the fiscal year, but at least
fifteen days in advance of the annual meeting of stockholders,
such report to include a balance sheet as of such closing date
and a statement of income and profit and loss for the year ended
on such closing date.

SECTION VII-4 EXECUTION OF DOCUMENTS:  Unless otherwise
authorized or prescribed by the Board of Directors, all
contracts, leases, deeds, deeds of trust, mortgages, bonds,
indentures, endorsements, assignments, powers of attorney to
transfer stock or for other purposes, and other documents and
instruments of whatever kind shall be executed for and on behalf
of the corporation by the President, a Vice President, or the
Treasurer, or by any such officer and the Secretary or an
Assistant Secretary, who shall have authority to affix the
corporate seal to the same.

The Board of Directors also may authorize any other officer or
officers, or agent or agents, to execute any contract, document
or instrument of whatever kind for and on behalf of the
corporation and such authority may be general or be confined to
specific instances.

SECTION VII-5 UNDERTAKINGS AND COMMITMENTS:  No undertaking,
commitment, contract, instrument or document shall be binding
upon the corporation unless previously authorized or subsequently
ratified by the Board of Directors or executed by an officer or
officers or an agent or agents of the corporation acting under
powers conferred by the Board of Directors or by these By-laws.

SECTION VII-6 CHECKS:  All checks, notes and other obligations
for collection, deposit or transfer, and all checks and drafts
for disbursement from company funds, and all bills of exchange
and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be endorsed or signed
by such officer or officers, agent or agents, as shall be
thereunto authorized from time to time by the Board of Directors.

SECTION VII-7 REPRESENTATION OF SHARES OF OTHER CORPORATIONS: 
Shares standing in the name of the corporation may be voted or
represented and all rights incident thereto may be exercised on
behalf of the corporation by the President, a Vice President, the
Secretary or the Treasurer, or by such other officers as to whom
the Board of Directors may from time to time confer like powers.

SECTION VII-8 FISCAL YEAR:  The fiscal year of the corporation
shall end the thirty-first day of December in each year.

SECTION VII-9 CORPORATE SEAL:  The corporate seal shall have
inscribed thereon the name of the corporation, the year of its
organization and the words "Corporate Seal, Delaware."  The seal
may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.
<PAGE>

                           ARTICLE VIII

                       AMENDMENT OF BY-LAWS


SECTION VIII-1 AMENDMENT:  These By-laws may be altered or
repealed at any meeting of the stockholders or of the Board of
Directors.