<Page 1>                                                        Exhibit 3.3
BY-LAWS

OF

KING WORLD PRODUCTIONS, INC.

(Amended and Restated as of June 25, 1997)


ARTICLE I

Stockholders

          Section 1.1 ANNUAL MEETINGS.  (a)  An annual meeting of stock-
holders shall be held for the election of directors at such date, time and
place either within or without the State of Delaware as may be designated
by the Board of Directors from time to time.  At any such annual meeting
any business properly brought before the meeting may be transacted.

          (b)  To be properly brought before an annual meeting, business
must be (i) specified in the notice of the meeting (or any supplement
thereto) given by or at the direction of the chairman of the meeting or the
Board of Directors, (ii) otherwise properly brought before the meeting by
or at the direction of the chairman of the meeting or the Board of Direc-
tors or (iii) otherwise properly brought before the meeting by a stockhold-
er.  For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given written notice thereof, either
by personal delivery or by United States mail, postage prepaid, to the
Secretary of the Corporation, not more than 120 days or less than 90 days
in advance of the anniversary date of the immediately preceding annual
meeting.  Any such notice shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (i) a brief description of the
business desired to be brought before the meeting and the reasons for
conducting such business at the meeting and in the event that such business
includes a proposal to amend either the Certificate of incorporation or By-
laws of the Corporation, the language of the proposed amendment, (ii) the
name and address of the stockholder proposing such business, (iii) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to propose such business, (iv) any
material interest of the stockholder in such business and (v) if the stock-
holder intends to solicit proxies in support of such stockholder's propos-
al, a representation to that effect.  No business shall be conducted at an
annual meeting of stockholders except in accordance with this Section
1.1(b), and chairman of the meeting may refuse to permit any business to be
brought before an annual meeting without compliance with the foregoing
procedures or if the stockholder solicits proxies in support of such
stockholder's proposal without such stockholder having made the representa-
tion required by clause (v) of the preceding sentence."


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          Section 1.2 SPECIAL MEETINGS. Except as otherwise required by law
and subject to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquida-
tion, special meetings of the stockholders for any purpose or purposes may
be called only by the Chairman of the Board, the President, or a majority
of the entire Board of Directors.  Only such business as is specified in
the notice of any special meeting of the stockholders shall come before
such meeting.

          Section 1.3 NOTICE OF MEETINGS.  Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of
the meeting shall be given which shall state the place, date and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called.  Unless otherwise provided by law, the
written notice of any meeting shall be given not less than ten nor more
than sixty days before the date of the meeting to each stockholder entitled
to vote at such meeting.  If mailed, such notice shall be deemed to be
given when deposited in the United States mail, postage prepaid, directed
to the stockholder at such stockholder's address as it appears on the
records of the Corporation.

          Section 1.4 ADJOURNMENTS.  Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if
the time and place thereof are announced at the meeting at which the
adjournment is taken.  At the adjourned meeting the Corporation may
transact any business which
might have been transacted at the original meeting.  If the adjournment is
for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

          Section 1.5 QUORUM. At each meeting of stockholders, except where
otherwise provided by law or the certificate of incorporation or these By-
laws, the holders of a majority of the outstanding shares of each class of
stock entitled to vote at the meeting, present in person or represented by
proxy, shall constitute a quorum.  For purposes of the foregoing, two or
more classes or series of stock shall be considered a single class if the
holders thereof are entitled to vote together as a single class at the
meeting.  In the absence of a quorum the stockholders so present may, by
majority vote, adjourn the meeting from time to time in the manner provided
by Section 1.4 of these By-laws until a quorum shall attend. Shares of its
own capital stock belonging on the record date for the meeting to the
Corporation or to another corporation, if a majority of the shares entitled
to vote in the election of directors of such other corporation is held,
directly or indirectly, by the Corporation, shall neither be entitled to
vote nor be counted for quorum purposes; provided, however, that the
foregoing shall not limit the right of the Corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary
capacity.


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          Section 1.6 ORGANIZATION. Meetings of stockholders shall be
presided over by the Chairman of the Board, if any, or in the absence of
the Chairman of the Board by the Vice Chairman of the Board, if any, or in
the absence of the Vice Chairman of the Board by the President, or in the
absence of the President by a Vice President, or in the absence of the
foregoing persons by a chairman designated by the Board of Directors, or in
the absence of such designation by a chairman chosen at the meeting. The
Secretary, or in the absence of the Secretary an Assistant Secretary, shall
act as secretary of the meeting, but in the absence of the Secretary and
any Assistant Secretary the chairman of the meeting may appoint any person
to act as secretary of the meeting.

          Section 1.7 VOTING; PROXIES.  Unless otherwise provided in the
Certificate of Incorporation, each stockholder entitled to vote at any
meeting of stockholders shall be entitled to one vote for each share of
stock held by such stockholder which has voting power upon the matter in
question.  Each stockholder entitled to vote at a meeting of stockholders
may authorize another person or persons to act for such stockholder by
proxy, but no such proxy shall be voted or acted upon after three years
from its date, unless the proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and
if, and only as long as, it is coupled with an interest sufficient in law
to support an irrevocable power.  A stockholder may revoke any proxy which
is not irrevocable by attending the meeting and voting in person or by
filing an instrument in writing revoking the proxy or another duly executed
proxy bearing a later date with the Secretary of the Corporation.  Unless
required by law or determined by the chairman of the meeting to be advis-
able, the vote on any matter, including the election of directors, need not
be by written ballot. In the case of a vote by written ballot, each ballot
shall be signed by the stockholder voting, or by such stockholder's proxy,
and shall state the number of shares voted. Either the Board of Directors
or, in the absence of a designation of inspectors by the Board, the
chairman of any meeting of stockholders may, in its or such person's
discretion, appoint two or more inspectors to act at any meeting of
stockholders.  Such inspectors shall perform such duties as shall be
specified by the Board or the chairman of the meeting.  Inspectors need not
be stockholders. No director or nominee for the office of director shall be
appointed such inspector.  At all meetings of stockholders for the election
of directors a plurality of the votes cast shall be sufficient to elect. 
With respect to other matters, unless otherwise provided by law or by the
Certificate of Incorporation or these By-laws, the affirmative vote of the
holders of a majority of the shares of all classes of stock 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.  Where a separate vote
by class is required, the affirmative vote of the holders of a majority of
the shares of each class present in person or represented by proxy at the
meeting shall be the act of such class, except as otherwise provided by law
or by the Certificate of Incorporation or these By-laws.

          Section 1.8  ACTION BY WRITTEN CONSENT. (a) Unless otherwise
provided in the Certificate of Incorporation, any action required to be

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taken at any annual or special meeting of stockholders of the Corporation,
or any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and
without a vote if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.  Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to
those stockholders who have not consented in writing.

          (b)  Consents to corporate action shall be valid for a maximum of
60 days after the date of the earliest dated consent delivered to the
Corporation in the manner provided in Section 228(c) of the Delaware
General Corporation Law.  Consents may be revoked by written notice (i) to
the Corporation, (ii) to the stockholder or stockholder soliciting consents
or soliciting revocations in opposition to action by consent (the "Solicit-
ing Stockholders"), or (iii) to a proxy solicitor or other agent designated
by the Corporation or the Soliciting Stockholders.

          (c)  Within ten business days after receipt of the earliest dated
consent delivered to the Corporation in the manner provided in Section
228(c) of the Delaware General Corporation Law or the determination by the
Board of Directors of the Corporation that the Corporation should seek
corporate action by written consent, as the case may be, the Secretary of
the Corporation shall engage nationally recognized independent inspectors
of elections for the purpose of performing a ministerial review of the
validity of the consents and revocations.  The cost of retaining inspectors
of elections shall be borne by the Corporation.

          (d)  Following appointment of the inspectors, consents and
revocations shall be delivered to the inspectors upon receipt by the
Corporation, the Soliciting Stockholder or their proxy solicitors or other
designated agents.  As soon as practicable following the earlier of (i) the
receipt by the inspectors, a copy of which shall be delivered to the
Corporation, of any written demand by the Soliciting Stockholders, or (ii)
60 days after the date of the earliest dated consent delivered to the
Corporation in the manner provided in Section 228(c) of the Delaware
General Corporation Law, the inspectors shall issue a preliminary report to
the Corporation and the Soliciting Stockholders stating the number of valid
and unrevoked consents and whether, based on their preliminary count, the
requisite number of valid and unrevoked consents has been obtained to
authorize or take the action specified in the consents.

          (e)  Unless the Corporation and the Soliciting Stockholders shall
agree to a shorter or longer period, the Corporation and the Soliciting
Stockholders shall have 48 hours to review the consents and revocations and
to advise the inspectors and the opposing party in writing as to whether
they intend to challenge the preliminary report of the inspectors.  If no
written notice of an intention to challenge the preliminary report is

<PAGE>5
received within 48 hours after the inspectors' issuance of the preliminary 
report, the inspectors shall issue to the Corporation and the Soliciting
Stockholders their final report containing the information from the
inspectors' determination with respect to whether the requisite number of
valid and unrevoked consents was obtained to authorize and take the action
specified in the consents.  If the Corporation or the Soliciting Stockhold-
ers issue written notice of an intention to challenge the inspectors'
preliminary report within 48 hours after the issuance of that report, a
challenge session shall be scheduled by the inspectors as promptly as
practicable.  Following completion of the challenge session, the inspectors
shall as promptly as practicable issue their final report to the Soliciting
Stockholders and the Corporation, which report shall contain the informa-
tion included in the preliminary report, plus any change in the vote total
as a result of the challenge and a certification of whether the requisite
number of valid and unrevoked consents was obtained to authorize or take
the action specified in the consents.

          Section 1.9  FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF
RECORD.  In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than
ten days before the date of such meeting, nor more than sixty days prior to
any other action.  If no record date is fixed, (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding
the day on which notice is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held,
and (2) the record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board adopts the
resolution relating thereto.  A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.

          Notwithstanding any inconsistent provision which may be contained
in these By-Laws, in order that the Corporation may determine the stock-
holders 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 on which the resolution fixing the record date
is adopted by the Board of Directors, and which date shall not be more than
ten 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 of the Corporation, request the
Board of Directors to fix a record date.  The Board of Directors shall
thereafter promptly, but in all events within ten 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
ten days of the date upon 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 the
State of Delaware, its principal place of business, or any officer or agent
of the Corporation having custody of the book in which proceedings of 

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stockholders' meetings are recorded, to the attention of the Secretary of
the Corporation.  Delivery shall be by hand or by certified a 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 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."

          Section 1.10 LIST OF STOCKHOLDERS ENTITLED TO VOTE.  The Secre-
tary shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockhold-
er, for any purpose germane to the meeting, during ordinary business hours,
for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held.  The list shall also be produced and
kept at the time and place of the meeting during the whole time thereof and
may be inspected by any stockholder who is present.




                                ARTICLE II

                            Board of Directors

          Section 2.1 GENERAL POWERS.  The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors, which may exercise all such powers of the corporation and do all
such lawful acts and things as are not by law or by the certificate of
incorporation of the corporation directed or required to be exercised or
done by the stockholders.

          Section 2.2 NUMBER, QUALIFICATION AND ELECTION. Except as
otherwise fixed by or pursuant to the provisions of Article IV of the
Certificate of Incorporation of the Corporation relating to the rights of
the holders of any class or series of stock having preference over the
Common Stock as to dividends or upon liquidation, the number of the
directors of the Corporation shall be seven (7), but, by vote of a majority
of the entire Board of Directors, the number thereof may be increased
without limit, or decreased to not less than three (3), by amendment to
this Section 2.2.

          The directors, other than those who may be elected by the holders
of shares of any class or series of stock having a preference over the
Common Stock of the Corporation as to dividends or upon liquidation 

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pursuant to the terms of Article IV of the Certificate of Incorporation or
any resolution or resolutions providing for the issuance of such stock
adopted by the Board, shall be classified, with respect to the time for
which they severally hold office, into three classes as follows: one class
of two (2) directors shall be originally elected for a term expiring at the
annual meeting of stockholders to be held in 1986, another class of two (2)
directors shall be originally elected for a term expiring at the annual
meeting of stockholders to be held in 1987 and another class of three (3)
directors shall be originally elected for a term expiring at the annual
meeting of stockholders to be held in 1988, with each class to hold office
until its successors are elected and qualified.  At each annual meeting of
the stockholders of the Corporation, the successors of the class of
directors whose term expires at that meeting shall be elected to hold
office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election.

          Each director shall be a least 21 years of age.  Directors need
not be stockholders of the Corporation.

          Subject to the rights of the holders of any class or series of
stock having a preference over the Common Stock of the Corporation as to
dividends or upon liquidation, at each annual meeting of the stockholders
there shall be elected the directors of the class the term of office of
which shall then expire.

          Section 2.3 NOTIFICATION OF NOMINATIONS.  Subject to the rights
of the holders of any class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation, nominations for the
election of directors may be made by the Board of Directors or by any
stockholder entitled to vote for the election of directors.  Any stockhold-
er entitled to vote for the election of directors at a meeting may nominate
persons for election as directors only if written notice of such
stockholders' intent to make such nomination is given, either by personal
delivery or by United States mail, Postage prepaid, to the Secretary of the
Corporation not later than (i) with respect to an election to be held at an
annual meeting of stockholders, not more than 120 days or less than 90 days
in advance of the anniversary date of the immediately preceding annual
meeting, and (ii) with respect to an election to be held at a special
meeting of stockholders for the election of directors, the close of
business an the seventh day following the date on which notice of such
meeting is first given to stockholders.  Each such notice shall set forth
(a) the name and address of the stockholder who intends to make the
nomination and of the person or, persons to be nominated, (b) a representa-
tion that the stockholder is a holder of record of stock of the Corporation
entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the
notice, (c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to
be made by the stockholder, (d) such other information regarding each 

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nominee proposed by such stockholder as would have been required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee be nominated, or
intended to be nominated, by the Board of Directors; (e) the consent of
each nominee to serve as a director of the corporation if so elected and
(f) if the stockholder intends to solicit proxies in support of such
stockholder's nominee(s), a representation to that effect.  The chairman of
the meeting may refuse to acknowledge the nomination of any person which
was not made in accordance with the foregoing procedure or if the stock-
holder solicits proxies in support of such stockholder's nominee(s) without
such stockholder having made the representation required by clause (f) of
the preceding sentence.

          Section 2.4 REGULAR MEETINGS.  Regular meetings of the Board of
Directors may be held at such places within or without the State of
Delaware and at such times as the Board may from time to time determine,
and if so determined notice thereof need not be given.

          Section 2.5 SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board, if any, by the Vice
Chairman of the Board, if any, by the President or by a majority of the
members of the Board. Reasonable notice thereof shall be given by the
person or persons calling the meeting.

          Section 2.6 PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE
PERMITTED.  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 participat-
ing in the meeting can hear each other, and participation in a meeting
pursuant to this By-law shall constitute presence in person at such
meeting.

          Section 2.7 QUORUM; VOTE REQUIRED FOR ACTION.  Except as other-
wise provided by law, the Certificate of Incorporation or these By-laws, at
any meeting of the Board of Directors a majority of the entire Board shall
constitute a quorum for the transaction of business and, except as so
provided, the vote of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board.  In case at any
meeting of the Board a quorum shall not be present, the members of the
Board present may adjourn the meeting from time to time until a quorum
shall attend.  At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting
originally called.

          Section 2.8 ORGANIZATION.  Meetings of the Board of Directors
shall be presided over by the Chairman of the Board, if any, or in the
absence of the Chairman of the Board by the Vice Chairman of the Board, if
any, or in the absence of the Vice Chairman of the Board by the President, 

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or in their absence by a chairman chosen at the meeting.  The Secretary, or
in the absence of the Secretary an Assistant Secretary, shall act as
secretary of the meeting, but in the absence of the Secretary and any
Assistant Secretary the chairman of the meeting may appoint any person to
act as secretary of the meeting.

          Section 2.9 ACTION BY DIRECTORS WITHOUT A MEETING.  Any action
required or permitted to be taken at any meeting of the Board of Directors,
or of any committee thereof, may be taken without a meeting if all members
of the Board or of such committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceed-
ings of the Board or committee.

          Section 2.10 RESIGNATIONS.  Any director of the Company may at
any time resign by giving written notice to the Board of Directors, the
Chairman of the Board, the President or the Secretary of the Corporation. 
Such resignation shall take effect at the time specified therein or, if the
time be not specified, upon receipt thereof; and, unless otherwise speci-
fied therein, the acceptance of such resignation shall not be necessary to
make it effective.

          Section 2.11 VACANCIES.  Subject to the rights of the holders of
any class or series of stock having a preference over the Common Stock of
the Corporation as to dividends or upon liquidation, any vacancies on the
Board of Directors resulting from death, resignation, removal or other
cause shall only be filled by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the
Board of Directors, or by a sole remaining director, and newly created
directorships resulting from any increase in the number of directors shall
be filled by the Board, or if not so filled, by the stockholders at the
next annual meeting thereof or at a special meeting called for that purpose
in accordance with 1.2 of these By-laws.  Any director elected in accor-
dance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall
have been elected and qualified.

          Section 2.12 COMPENSATION OF DIRECTORS.  The Board of Directors
shall have the authority to fix the compensation of directors.

                                ARTICLE III

                                Committees

          Section 3.1 COMMITTEES.  The Board of Directors may, by resolu-
tion passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the directors of
the Corporation.  The Board may designate one or more directors as alter-
nate 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, the member or members thereof present at any

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meeting and not disqualified from voting, whether or not such member or 
members constitute a quorum, may unanimously appoint another member of the
Board to act at the meeting in place of any such absent or disqualified
member.  Any such committee, to the extent
provided in the resolution of the Board, shall have and may exercise all
the powers and authority of the Board 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; but no such committee
shall have power or authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation, recom-
mending to the stockholders the sale, lease or exchange of all or substan-
tially all the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of dissolu-
tion, removing or indemnifying directors or amending these By-laws; and,
unless the resolution expressly so provides, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance
of stock.  The Board shall have power at any time to change the membership
of any committee, to fill all vacancies in it and to discharge it, either
with or without cause.

          Section 3.2 COMMITTEE RULES.  Unless the Board of Directors
otherwise provides, each committee designated by the Board may adopt, amend
and repeal rules for the conduct of its business.  In the absence of a
provision by the Board or a provision in the rules of such committee to the
contrary, a majority of the entire authorized number of members of such
committee shall constitute a quorum for the transaction of business, the
vote of a majority of the members present at a meeting at the time of such
vote if a quorum is then present shall be the act of such committee, and in
other respects each committee shall conduct its business in the same manner
as the Board conducts its business pursuant to Article II of these By-laws.

                                ARTICLE IV

                                 Officers

          Section 4.1 OFFICERS; ELECTION.  As soon as practicable after the
annual meeting of stockholders in each year, the Board of Directors shall
elect a President and a Secretary, and it may, if it so determines, elect
from among its members a Chairman of the Board and a Vice Chairman of the
Board.  The Board may also elect one or more Vice Presidents, one or more
Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer
and one or more Assistant Treasurers and such other officers as the Board
may deem desirable or appropriate and may give any of them such further
designations or alternate titles as it considers desirable.  Any number of
offices may be held by the same person.

          Section 4.2 TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES. 
Except as otherwise provided in the resolution of the Board of Directors
electing any officer, each officer shall hold office until the first
meeting of the Board after the annual meeting of stockholders next succeed-
ing his or her election and until his or her successor is elected and

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qualified or until his or her earlier resignation or removal.  Any officer
may resign at any time upon written notice to the Board or to the President
or the Secretary of the Corporation.  Such resignation shall take effect at
the time specified therein, and unless otherwise specified therein no
acceptance of such resignation shall be necessary to make it effective. 
The Board may remove any officer with or without cause at any time.  Any
such removal shall be without prejudice to the contractual rights of such
officer, if any, with the Corporation, but the election of an officer shall
not of itself create contractual rights.  Any vacancy occurring in any
office of the Corporation by death, resignation, removal or otherwise may
be filled for the unexpired portion of the term by the Board at any regular
or special meeting.

          Section 4.3 CHAIRMAN OF THE BOARD.  The Chairman of the Board, if
any, shall preside at all meetings of the Board of Directors and of the
stockholders at which he or she shall be present and shall have and may
exercise such powers as may, from time to time, be assigned to him or her
by the Board and as may be provided by law.

          Section 4.4 VICE CHAIRMAN OF THE BOARD.  In the absence of the
Chairman of the Board, the Vice Chairman of the Board, if any, shall
preside at all meetings of the Board of Directors and of the stockholders
at which he or she shall be present and shall have and may exercise such
powers as may, from time to time, be assigned to him or her by the Board
and as may be provided by law.

          Section 4.5 PRESIDENT.  In the absence of the Chairman of the
Board and Vice Chairman of the Board, the President shall preside at all
meetings of the Board of Directors and of the stockholders at which he or
she shall be present.  The President shall be the chief executive officer
and shall have general charge and supervision of the business of the
Corporation and, in general, shall perform all duties incident to the
office of president of a corporation and such other duties as may, from
time to time, be assigned to him or her by the Board or as may be provided
by law.

          Section 4.6 VICE PRESIDENTS.  The Vice President or Vice Presi-
dents, at the request or in the absence of the President or during the
President's inability to act, shall perform the duties of the President,
and when so acting shall have the powers of the President.  If there be
more than one Vice President, the Board of Directors may determine which
one or more of the Vice Presidents shall perform any of such duties; or if
such determination is not made by the Board, the President may make such
determination; otherwise any of the Vice Presidents may perform any of such
duties.  The Vice President or Vice Presidents shall have such other powers
and shall perform such other duties as may, from time to time, be assigned
to him or her or them by the Board or the President or as may be provided
by law.

          Section 4.7 SECRETARY.  The Secretary shall have the duty to
record the proceedings of the meetings of the stockholders, the Board of 

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Directors and any committees in a book to be kept for that purpose, shall
see that all notices are duly given in accordance with the provisions of
these By-laws or as required by law, shall be custodian of the records of
the Corporation, may affix the corporate seal to any document the execution
of which, on behalf of the Corporation, is duly authorized, and when so
affixed may attest the same, and, in general, shall perform all duties
incident to the office of secretary of a corporation and such other duties
as may, from time to time, be assigned to him
or her by the Board or the President or as may be provided by law.

          Section 4.8 TREASURER.  The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation and shall deposit or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust
companies or other depositories as shall, from time to time, be selected by
or under authority of the Board of Directors.  If required by the Board,
the Treasurer shall give a bond for the faithful discharge of his or her
duties, with such surety or sureties as the Board may determine.  The
Treasurer shall keep or cause to be kept full and accurate records of all
receipts and disbursements in books of the Corporation, shall render to the
President and to the Board, whenever requested, an account of the financial
condition of the Corporation, and, in general, shall perform all the duties
incident to the office of treasurer of a corporation and such other duties
as may, from time to time, be assigned to him or her by the Board or the
President or as may be provided by law.

          Section 4.9 OTHER OFFICERS.  The other officers, if any, of the
Corporation shall have such powers and duties in the management of the
Corporation as shall be stated in a resolution of the Board of Directors
which is not inconsistent with these By-laws and, to the extent not so
stated, as generally pertain to their respective offices, subject to the
control of the Board. The Board may require any officer, agent or employee
to give security for the faithful performance of his or her duties.

                                 ARTICLE V

                                   Stock

          Section 5.1 CERTIFICATES.  Every holder of stock in the Corpora-
tion shall be entitled to have a certificate signed by or in the name of
the Corporation by the Chairman or Vice Chairman of the Board of Directors,
if any, or the President or a Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, of the
Corporation, certifying the number of shares owned by such holder in the
Corporation. Any of the signatures on the certificate may be a facsimile. 
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue.


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          Section 5.2 LOST, STOLEN OR DESTROYED STOCK CERTIFICATES;
ISSUANCE OF NEW CERTIFICATES.  The Corporation may issue a new certificate
of stock in the place of any certificate theretofore issued by it, alleged
to have been lost, stolen or destroyed, and the Corporation may require the
owner of the lost, stolen or destroyed certificate, or such owner's legal
representative, to give the Corporation a bond in such sum and with such
surety or sureties as the Corporation may direct sufficient to indemnify
the Corporation and its transfer agents or registrars against any claim
that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certifi-
cate.

          Section 5.3 TRANSFER OF SHARES. Transfers of shares of stock of
each class of the Corporation shall be made only on the books of the
Corporation by the holder thereof, or by such holder's attorney thereunto
authorized by a power of attorney duly executed and filed with the Secre-
tary of the Corporation or a transfer agent for such stock, if any, and on
surrender of the certificate or certificates for such shares properly
endorsed or accompanied by a duly executed stock transfer power and the
payment of all taxes thereon. The person in whose name shares stand on the
books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation; provided, however, that whenever any transfer
of shares shall be made for collateral security and not absolutely, and
written notice thereof shall be given to the Secretary or to such transfer
agent, such fact shall be stated in the entry of the transfer. No transfer
of shares shall be valid as against the Corporation, its stockholders and
creditors for any purpose, except to render the transferee liable for the
debts of the Corporation to the extent provided by law, until it shall have
been entered in the stock records of the Corporation by an entry showing
from and to whom transferred.

                                ARTICLE VI

                               Miscellaneous

          Section 6.1 FISCAL YEAR.  The fiscal year of the Corporation
shall be determined by the Board of Directors.

          Section 6.2 SEAL.  The Corporation may have a corporate seal
which shall have the name of the Corporation inscribed thereon and shall be
in such form as may be approved from time to time by the Board of Direc-
tors.  The corporate seal may be used by causing it or a facsimile thereof
to be impressed or affixed or in any other manner reproduced.

          Section 6.3 WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS,
DIRECTORS AND COMMITTEES.  Whenever notice is required to be given by law
or under any provision of the certificate of incorporation or these By-
laws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent
to notice.  Attendance of a person at a meeting shall constitute a waiver 

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of notice of such meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the stockholders, directors, or members
of a committee of directors need be specified in any written waiver of
notice unless so required by the certificate of incorporation or these By-
laws.

          Section 6.4 INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES.

The Corporation shall indemnify to the full extent authorized by law any
person made or threatened to be made a party to any action, suit or
proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that such person or such person's testator or intestate
is or was a director, officer or employee of the Corporation or serves or
served at the request of the Corporation any other enterprise as a direc-
tor, officer or employee.  For purposes of this By-law, the term "Corpora-
tion" shall include any predecessor of the Corporation and any constituent
corporation (including any constituent of a constituent) absorbed by the
Corporation in a consolidation or merger; the term "other enterprise" shall
include any corporation, partnership, joint venture, trust or employee
benefit plan; service "at the request of the Corporation" shall include
service as a director, officer or employee of the Corporation which imposes
duties on, or involves services by, such director, officer or employee with
respect to an employee benefit plan, its participants or beneficiaries; any
excise taxes assessed on a person with respect to an employee benefit plan
shall be deemed to be indemnifiable expenses; and action by a person with
respect to an employee benefit plan which such person reasonably believes
to be in the interest of the participants and beneficiaries of such plan
shall be deemed to be action not opposed to the best interests of the
Corporation.

          Section 6.5 INTERESTED DIRECTORS; QUORUM.  No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partner-
ship, association or other organization in which one or more of its
directors or officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the
meeting of the Board of Directors or committee thereof which authorizes the
contract or transaction, or solely because his or her or their votes are
counted for such purpose, if: (1) the material facts as to his or her
relationship or interest and as to the contract or transaction are dis-
closed or are known to the Board or the committee, and the Board or commit-
tee in good faith authorizes the contract or transaction by the affirmative
votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (2) the material facts as
to his or her relationship or interest and as to the contract or transac-
tion are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good
faith by vote of the stockholders; or (3) the contract or transaction is 

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fair as to the Corporation as of the time it is authorized, approved or
ratified, by the Board, a committee thereof or the stockholders.  Common or
interested directors may be counted in determining the presence of a quorum
at a meeting of the Board or of a committee which authorizes the contract
or transaction.

          Section 6.6 FORM OF RECORDS.  Any records maintained by the
Corporation in the regular course of its business, including its stock
ledger, books of account and minute books, may be kept on, or be in the
form of, punch cards, magnetic tape, photographs, microphotographs or any
other information storage device, provided that the records so kept can be
converted into clearly legible form within a reasonable time.  The Corpora-
tion shall so convert any records so kept upon the request of any person
entitled to inspect the same.

          Section 6.7 AMENDMENT OF BY-LAWS.  These By-laws may be amended
or repealed, and new By-laws adopted, by the Board of Directors at any
meeting thereof, provided that such proposed action in respect thereof
shall be stated in the notice of such meeting. The stockholders entitled to
vote shall have the power to adopt additional By-laws and may amend or
repeal any By-law, whether or not adopted by them, only to the extent and
in the manner provided in the Certificate of Incorporation.