BY-LAWS
                                      OF
                        RAMTRON INTERNATIONAL CORPORATION
                                   RESTATED

                        Ramtron International Corporation
                              1850 Ramtron Drive
                          Colorado Springs, CO  80921

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                                    BY-LAWS

                                TABLE OF CONTENTS

ARTICLE I - STOCKHOLDERS

        SECTION 1.1    PLACE OF MEETINGS
        SECTION 1.2    ANNUAL MEETING
        SECTION 1.3    SPECIAL MEETINGS
        SECTION 1.4    NOTICE OF MEETINGS
        SECTION 1.5    VOTING LIST
        SECTION 1.6    QUORUM
        SECTION 1.7    ADJOURMENTS
        SECTION 1.8    VOTING AND PROXIES
        SECTION 1.9    ACTION AT MEETING
        SECTION 1.10   ACTION WITHOUT MEETING
   
        SECTION 1.11   NOTIFICATION OF BUSINESS TO BE TRANSACTED AT MEETING
        SECTION 1.12   STOCK LEDGER
        SECTION 1.13   INSPECTORS OF ELECTION
        SECTION 1.14   ORGANIZATION
        SECTION 1.15   ORDER OF BUSINESS
    

     ARTICLE II - DIRECTORS

        SECTION 2.1    GENERAL POWERS
        SECTION 2.2    NUMBER; ELECTION AND QUALIFICATION
        SECTION 2.3    ENLARGEMENT OF THE BOARD
        SECTION 2.4    TENURE
        SECTION 2.5    VACANCIES
        SECTION 2.6    RESIGNATION
        SECTION 2.7    REGULAR MEETINGS
        SECTION 2.8    SPECIAL MEETINGS
        SECTION 2.9    NOTICE OF SPECIAL MEETINGS
        SECTION 2.10   MEETINGS BY TELEPHONE CONFERENCE CALLS
        SECTION 2.11   QUORUM
        SECTION 2.12   ACTION AT MEETING
        SECTION 2.13   ACTION BY CONSENT
        SECTION 2.14   REMOVAL
        SECTION 2.15   COMMITTEES
        SECTION 2.16   COMPENSATION OF DIRECTORS

     ARTICLE III - OFFICERS

        SECTION 3.1    ENUMERATION
        SECTION 3.2    ELECTION
        SECTION 3.3    QUALIFICATION
        SECTION 3.4    TENURE
        SECTION 3.5    RESIGNATION AND REMOVAL
        SECTION 3.6    VACANCIES
        SECTION 3.7    CHAIRMAN OF THE BOARD AND VICE CHAIRMAN OF THE BOARD
        SECTION 3.8    PRESIDENT
        SECTION 3.9    VICE PRESIDENTS
        SECTION 3.10   SECRETARY AND ASSISTANT SECRETARIES
        SECTION 3.11   TREASURER AND ASSISTANT TREASURERS
        SECTION 3.12   SALARIES
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     ARTICLE IV - CAPITAL STOCK

        SECTION 4.1    ISSUANCE OF STOCK
        SECTION 4.2    CERTIFICATES OF STOCK
        SECTION 4.3    TRANSFERS
        SECTION 4.4    LOST, STOLEN OR DESTROYED CERTIFICATES
        SECTION 4.5    RECORD DATE
   
        SECTION 4.6    DIVIDENDS
    
     ARTICLE V - INDEMNIFICATION

     ARTICLE VI - GENERAL PROVISIONS

        SECTION 6.1    FISCAL YEAR
        SECTION 6.2    CORPORATE SEAL
        SECTION 6.3    WAIVER OF NOTICE
        SECTION 6.4    VOTING OF SECURITIES
        SECTION 6.5    EVIDENCE OF AUTHORITY
        SECTION 6.6    CERTIFICATE OF INCORPORATION
        SECTION 6.7    TRANSACTIONS WITH INTERESTED PARTIES
        SECTION 6.8    SEVERABILITY
        SECTION 6.9    PRONOUNS

     ARTICLE VII - AMENDMENTS

        SECTION 7.1    BY THE BOARD OF DIRECTORS
        SECTION 7.2    BY THE STOCKHOLDERS
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                                    BY-LAWS
                                      OF
                      RAMTRON INTERNATIONAL CORPORATION

ARTICLE I - STOCKHOLDERS

1.1  PLACE OF MEETINGS.  All meetings of stockholders shall be held at such
place within or without the State of Delaware as may be designated from time
to time by the Board of Directors or the President or, if not so designated,
at the registered office of the corporation.
   
1.2  ANNUAL MEETING.  Annual meetings of stockholders shall be held at a time
and date designated by the Board of Directors for the purpose of electing
directors and transacting such other business as may properly be brought
before the meeting.
    
1.3  SPECIAL MEETINGS.  Special meetings of stockholders may be called at any
time by the President or by the Board of Directors.  Business transacted at
any special meeting of stockholders shall be limited to matters relating to
the purpose or purposes stated in the notice of meeting.

1.4  NOTICE OF MEETINGS.  Except as otherwise provided by law, written notice
of each meeting of stockholders, whether annual or special, shall be given not
less than 10 nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting.  The notices of all meetings
shall state the place, date and hour of the meeting.  The notice of a special
meeting shall state, in addition, the purpose or purposes for which the
meeting is called.  If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the corporation.

1.5  VOTING LIST.  The officer who has charge of the stock ledger of the
corporation shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address 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 stockholder,
for any purpose germane to the meeting, during ordinary business hours for a
period of at least 10 days prior to the meeting, at a place within the city
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 of the meeting, and
may be inspected by any stockholder who is present.

1.6  QUORUM.  Except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, the holders of the majority of the shares of
the capital stock of the corporation issued and outstanding and entitled to
vote at the meeting, present in person or represented by proxy, shall
constitute a quorum for the transaction of business.

1.7  ADJOURNMENTS.  Any meeting of stockholders may be adjourned to any other
time and to any other place at which a meeting of stockholders may be held
under these By-Laws by the stockholders present or represented at the meeting
and entitled to vote, although less than a quorum, or, if no stockholder is
present, by any officer entitled to preside at or to act as Secretary of such
meeting.  It shall not be necessary to notify any stockholder of any
adjournment of less than 30 days if the time and place of the adjourned
meeting is announced at the meeting at which adjournment is taken, unless
after the adjournment a new record date is fixed for the adjourned meeting.
At the adjourned meeting, the corporation may transact any business which
might have been transacted at the original meeting.
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1.8  VOTING AND PROXIES.  Each stockholder shall have one vote for each share
of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise
provided in the Certificate of Incorporation.  Each stockholder of record
entitled to vote at a meeting of stockholders, or to express consent or
dissent to corporate action in writing without a meeting, may vote or express
such consent or dissent in person or may authorize another person or persons
to vote or act for him/her by written proxy executed by the stockholder or his
authorized agent and delivered to the Secretary of the corporation.  No such
proxy shall be voted or acted upon after three years from the date of its
execution, unless the proxy expressly provides for a longer period.

1.9  ACTION AT MEETING.  When a quorum is present at any meeting, the holders
of a majority of the stock present or represented and voting on a matter (or
if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of a majority of the
stock of that class present or represented and voting on a matter) shall
decide any matter to be voted upon by the stockholders at such meeting, except
when a different vote is required by express provision of law, the Certificate
of Incorporation or these By-Laws.  Any election by stockholders shall be
determined by a plurality of the votes cast by stockholders entitled to vote
at the election.

1.10  ACTION WITHOUT MEETING.  Any action required or permitted to be taken at
any annual or special meeting of stockholders of the corporation may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, is 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 on such action were present and voted.  Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in
writing.
   
1.11  NOTIFICATION OF BUSINESS TO BE TRANSACTED AT MEETING.  To be properly
brought before a meeting, business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board
of Directors; (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors; or (c) otherwise properly brought before
the meeting by a stockholder entitled to vote at the meeting.  Stockholders
intending to bring business before a meeting must give written notice to the
Secretary of the Corporation by the close of business at least 60 days in
advance of the meeting or 10 days after the date on which notice of such
meeting is first given to stockholders, whichever is later, either by personal
delivery or by United States mail, postage prepaid, return receipt requested.
Each such notice shall set forth (a) a brief description of each item of
business desired to be brought before the annual meeting; (b) the name and
address, as they appear on the Corporation's books of the stockholder
proposing such business; (c) 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 bring such business
before the meeting; and (d) any material interest of the stockholder in such
business.  Notwithstanding anything in the By-laws to the contrary, no
business shall be conducted at a meeting except in accordance with the
procedures set forth in this Section 1.11.  The Chairman of the meeting may
refuse to transact any business not properly brought before the meeting.
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1.12  STOCK LEDGER.  The stock ledger of the Corporation shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by section 1.5 of this Article I or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

1.13  INSPECTORS OF ELECTION.  In advance of any meeting of stockholders, the
Board of Directors may appoint one or more persons (who shall not be
candidates for office) as inspectors of election to act at the meeting.  If
inspectors are not so appointed, or if an appointed inspector fails to appear
or fails or refuses to act at a meeting, the Chairman of any meeting of
stockholders may, and on the request of any stockholder or his proxy shall,
appoint inspectors of election at the meeting.  In the event of any dispute
between or among the inspectors, the determination of the majority of the
inspectors shall be binding.

1.14  ORGANIZATION.  At each meeting of stockholders the Chairman of the Board
of Directors, if one shall have been elected, (or in his absence or if one
shall not have been elected, the President) shall act as Chairman of the
meeting.  The Secretary (or in his absence or inability to act, the person
whom the Chairman of the meeting shall appoint as Secretary of the meeting)
shall act as Secretary of the meeting and keep the minutes thereof.

1.15  ORDER OF BUSINESS.  The order and manner of transacting business at all
meetings of stockholders shall be determined by  the Chairman of the meeting.
    
ARTICLE II - DIRECTORS

2.1  GENERAL POWERS.  The  business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, who may exercise
all of the powers of the corporation except as otherwise provided by law, the
Certificate of  Incorporation or these By-Laws.  In the event of a vacancy in
the Board of Directors, the remaining directors, except as otherwise provided
by law, may exercise the powers of the full Board until the vacancy is filled.

2.2  NUMBER; ELECTION AND QUALIFICATION.  The number of directors which shall
constitute the whole Board of Directors shall be determined by resolution of
the stockholders or the Board of Directors, but in no event shall be less than
one.  The number of directors may be decreased at any time and from time to
time either by the stockholders or by a majority of the directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or expiration of the term of one or more directors.  The
directors shall be elected at the annual meeting of stockholders by such
stockholders as have the right to vote on such election.   Directors need not
be stockholders of the corporation.

2.3  ENLARGEMENT OF THE BOARD.  The number of directors may be increased at
any time and from time to time by the stockholders or by a majority of the
directors then in office.

2.4  TENURE.  Each director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until his earlier death,
resignation or removal.
<PAGE>
2.5  VACANCIES.  Unless and until filled by the stockholders, any vacancy in
the Board of Directors, however occurring, including a vacancy resulting from
an enlargement of the Board, may be filled by vote of a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director.  A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office, and a director chosen to fill a
position resulting from an increase in the number of directors shall hold
office until the next annual meeting of stockholders and until his successor
is elected and qualified, or until earlier death, resignation or removal.

2.6  RESIGNATION.  Any director may resign by delivering his written
resignation to the corporation at its principal office or to the President or
Secretary.  Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some
other event.

2.7  REGULAR MEETINGS.  Regular meetings of the Board of Directors may be held
without notice at such time and place, either within or without the State of
Delaware, as shall be determined from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made
shall be given notice of the determination.  A regular meeting of the Board of
Directors may be held without notice immediately after and at the same place
as the annual meeting of stockholders.

2.8  SPECIAL MEETINGS.  Special meetings of the Board of Directors may be held
at any time and place, within or without the State of Delaware, designated in
a call by the Chairman of the Board, President, two or more directors, or by
one director in the event that there is only a single director in office.

2.9  NOTICE OF SPECIAL MEETINGS.  Notice of any special meeting of directors
shall be given to each director by the Secretary or by the officer or one of
the directors calling the meeting.  Notice thereof, stating the place, date
and time of the meeting, shall be given to each director either by mailing
written notice to his last known business or home address at least three (3)
business days in advance of the meeting, or personally or by telephone,
telegram, telex or similar means of communication on 24 hour notice, or on
such shorter notice as the person or persons calling such meeting deem
necessary or appropriate under exigent circumstances.  A notice or waiver of
notice of a meeting of the Board of Directors need not specify the purposes of
the meeting.

2.10  MEETINGS BY TELEPHONE CONFERENCE CALLS.  Directors or any members of any
committee designated by the directors may participate in a meeting of the
Board of Directors or such committee 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 by such means shall
constitute presence in person at such meeting.

2.11  QUORUM.  A majority of the total number of the whole Board of Directors
shall constitute a quorum at all meetings of the Board of Directors.  In the
event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such
director so disqualified; provided, however, that in no case shall less than
one-third (1/3) of the number so fixed constitute a quorum.  In the absence of
a quorum at any such meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice other than announcement
at the meeting, until a quorum shall be present.
<PAGE>
2.12  ACTION AT MEETING.  At any meeting of the Board of Directors at which a
quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the
Certificate of Incorporation or these By-Laws.

2.13  ACTION BY CONSENT.  Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee of the Board of
Directors may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent to the action in writing, and the
written consents are filed with the minutes of proceedings of the Board or
committee.

2.14  REMOVAL.  Any one or more or all of the directors may be removed, with
or without cause, by the holders of a majority of the shares then entitled to
vote at an election of directors, except that the directors elected by the
holders of a particular class or series of stock may be removed without cause
only by vote of the holders of a majority of the outstanding shares of such
class or series.

2.15  COMMITTEES.  The Board of Directors may, by resolution 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 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, the member or
members of the committee present at any meeting and not disqualified from
voting, whether or not he/she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.  Any such committee, to the
extent provided in the resolution of the Board of Directors and subject to the
provisions of the General Corporation Law of the State of Delaware, shall have
and may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation and may authorize
the seal of the corporation to be affixed to all papers which may require it.
Each such committee shall keep minutes and make such reports as the Board of
Directors may from time to time request.  Except as the Board of Directors may
otherwise determine, any committee may make rules for the conduct of its
business, but unless otherwise provided by the directors or in such rules, its
business shall be conducted as nearly as possible in the same manner as is
provided in these By-Laws for the Board of Directors.

2.16  COMPENSATION OF DIRECTORS.  Directors may be paid such compensation for
their services, including, without limitation, for their service on committees
of the Board of Directors, and such reimbursement for expenses of attendance
at meetings of the Board of Directors and meetings of committees of the Board
of Directors, as the Board of Directors may from time to time determine.  No
such payment shall preclude any director from serving the corporation or any
of its parent or subsidiary corporations in any other capacity and receiving
compensation for such service.

ARTICLE III - OFFICERS

3.1  ENUMERATION.  The officers of the corporation shall consist of a
President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors shall determine, including Chairman of the
Board, a Vice-Chairman of the Board and one or more Vice Presidents, Assistant
Treasurers and Assistant Secretaries.  The Board of Directors may appoint such
other officers as it may deem appropriate.
<PAGE>
3.2  ELECTION.  The President, Treasurer and Secretary shall be elected
annually by the Board of Directors at its first meeting following the annual
meeting of stockholders.  Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

3.3  QUALIFICATION.  No officer need be a stockholder.  Any two or more
offices may be held by the same person.

3.4  TENURE.  Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-Laws, each officer shall hold office until his
successor is elected and qualified, unless a different term is specified in
the vote choosing or appointing him/her, or until his earlier death, resignation
or removal.

3.5  RESIGNATION AND REMOVAL.  Any officer may resign by delivering his
written resignation to the corporation at its principal office or to the
President or Secretary.  Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the
happening of some other event.

     Any officer may be removed at any time, with or without cause, by vote of
     a majority of the entire number of directors then in office.

     Except as the Board of Directors may otherwise determine, no officer who
     resigns or is removed shall have any right to any compensation as an
     officer for any period following his resignation or removal, or any right
     to damages on account of such removal, whether his compensation be by the
     month or by the year or otherwise, unless such compensation is expressly
     provided in a duly authorized written agreement with the corporation.

3.6  VACANCIES.  The Board of Directors may fill any vacancy occurring in any
office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President,
Treasurer and Secretary.  Each such successor shall hold office for the
unexpired term of his predecessor and until his successor is elected and
qualified, or until his earlier death, resignation or removal.

3.7  CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OF THE BOARD.  The Board of
Directors may appoint a Chairman of the Board and may designate the Chairman
of the Board as Chief Executive Officer.  If the Board of Directors appoints a
Chairman of the Board, he/she shall perform such duties and possess such
powers as are assigned to him/her by the Board of Directors.  If the Board of
Directors appoints a Vice-Chairman of the Board, he/she shall, in the absence
or disability of the Chairman of the Board, perform the duties and exercise
the powers of the Chairman of the Board and shall perform such other duties
and possess such other powers as may from time to time be vested in him/her by
the Board of Directors.

3.8  PRESIDENT.  The President shall be the Chief Operating Officer of the
corporation.  Unless the Board of Directors has designated the Chairman of the
Board as Chief Executive Officer, the President shall also be the Chief
Executive Officer of the corporation.  The President shall, subject to the
direction of the Board of Directors, have general charge and supervision of
the business of the corporation.  Unless otherwise provided by the Board of
Directors, he/she shall preside at all meetings of the stockholders, if he/she
is a director, at all meetings of the Board of Directors.  The President shall
perform such other duties and shall have such other powers as the Board of
Directors may from time to time prescribe.
<PAGE>
3.9  VICE PRESIDENTS.  Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the President may from time
to time prescribe.  In the event of the absence, inability or refusal to act
of the 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
perform the duties of the President and when so performing shall have all the
powers of and be subject to all the restrictions upon the President.  The
Board of Directors may assign to any Vice President the title of Executive
Vice President, Senior Vice President or any other title selected by the Board
of Directors.

3.10  SECRETARY AND ASSISTANT SECRETARIES.  The Secretary shall perform such
duties and shall have such powers as the Board of Directors or the President
may from time to time prescribe.  In addition, the Secretary shall perform
such duties and have such powers as are incident to the office of the
Secretary, including without limitation the duty and power to give notices of
all meetings of stockholders and special meetings of the Board of Directors,
to attend all meetings of stockholders and the Board of Directors and keep a
record of the proceedings, to maintain a stock ledger and prepare lists of
stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on
documents.

     Any Assistant Secretary shall perform such duties and possess such powers
     as the Board of Directors, the President or the Secretary may from time
     to time prescribe.  In the event of the absence, inability or refusal to
     act of the Secretary, the Assistant Secretary (or if there shall be more
     than one, the Assistant Secretaries in the order determined by the Board
     of Directors), shall perform the duties and exercise the powers of the
     Secretary.

     In the absence of the Secretary or any Assistant Secretary at any meeting
     of stockholders or directors, the person presiding at the meeting shall
     designate a temporary secretary to keep a record of the meeting.

3.11  TREASURER AND ASSISTANT TREASURERS.  The Treasurer shall perform such
duties and shall have such powers as the Board of Directors or the President
may from time to time prescribe.  In addition, the Treasurer shall perform
such duties and have such powers as are incident to the office of the
Treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds
of the corporation in depositories selected in accordance with these By-Laws,
to disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

     Any Assistant Treasurers shall perform such duties and possess such
     powers as the Board of Directors, the President or the Treasurer may from
     time to time prescribe.  In the event of the absence, inability or
     refusal to act of the Treasurer, the Assistant Treasurer (or if there
     shall be more than one, the Assistant Treasurers in the order determined
     by the Board of Directors), shall perform the duties and exercise the
     powers of the Treasurer.

3.12  SALARIES.  Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.
<PAGE>
ARTICLE IV - CAPITAL STOCK

4.1  ISSUANCE OF STOCK.  Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or
any part of any unissued balance of the authorized capital stock of the
corporation or the whole or any part of any unissued balance of the authorized
capital stock of the corporation held in its treasury may be issued, sold,
transferred or otherwise disposed of by vote of the Board of Directors in such
manner, for such consideration and on such terms as the Board of Directors may
determine.

4.2  CERTIFICATES OF STOCK.  Every holder of stock of the corporation shall be
entitled to have a certificate, in such form as may be prescribed by law and
by the Board of Directors, certifying the number and class of shares owned by
him/her in the corporation.  Each such certificate shall be signed by, or in
the name of the corporation by, the Chairman or Vice-Chairman, if any, of the
Board of Directors, or the President or a Vice President, and the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation.  Any or all of the signatures on the certificate may be a
facsimile.

     Each certificate for shares of stock which are subject to any restriction
     on transfer pursuant to the Certificate of Incorporation, the By-Laws,
     applicable securities laws or any agreement among any number of
     shareholders or among such holders and the corporation shall have
     conspicuously noted on the face or back of the certificate either the
     full text of the restriction or a statement of the existence of such
     restriction.

4.3  TRANSFERS.  Except as otherwise established by rules and regulations
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the corporation by the surrender to
the corporation or its transfer agent of the certificate representing such
shares properly endorsed or accompanied by a written assignment or power of
attorney properly executed, and with such proof of authority or the
authenticity of signature as the corporation or its transfer agent may
reasonably require.  Except as may be otherwise required by law, by the
Certificate of Incorporation or by these By-Laws, the corporation shall be
entitled to treat the record holder of stock as shown on its books as the
owner of such stock for all purposes, including the payment of dividends and
the right to vote with respect to such stock, regardless of any transfer,
pledge or other disposition of such stock until the shares have been
transferred on the books of the corporation in accordance with the
requirements of these By-Laws.

4.4  LOST, STOLEN OR DESTROYED CERTIFICATES.  The corporation may issue a new
certificate of stock in place of any previously issued certificate alleged to
have been lost, stolen or destroyed upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving of such indemnity
as the Board of Directors may require for the protection of the corporation or
any transfer agent or registrar.
<PAGE>
4.5  RECORD DATE.  The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action.  Such record date shall not be more than 60 days nor less than
10 days before the date of such meeting, nor more than 60 days prior to any
other action to which such record date relates.

     If no record date is fixed, 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 before the day on which notice is given,
     or, if notice is waived, at the close of business on the day before the
     day on which the meeting is held.  The record date for determining 
     stockholders entitled to express consent to corporate action in writing
     without a meeting, when no prior action by the Board of Directors is
     necessary, shall be the day on which the first written consent is
     expressed.  The record date for determining stockholders for any other
     purpose shall be at the close of business on the day on which the Board
     of Directors adopts the resolution relating to such purpose.

     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.
   
4.6  DIVIDENDS.  Subject to limitations contained in the General Corporation
Law of the State of Delaware and the Certificate of Incorporation, the Board
of Directors may declare and pay dividends upon the shares of capital stock of
the Corporation, which dividends may be paid either in cash, securities of the
Corporation or other property.
    
ARTICLE V - INDEMNIFICATION

The corporation shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of Delaware or any other applicable provisions of
Delaware law, as such law may be amended and supplemented from time to time,
indemnify any director, officer or trustee which it shall have power to
indemnify under such law  against any expenses, liabilities or other matters
referred to in or covered by such law.  The indemnification provided for in
this Article: (i) shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any by-law, agreement or vote of
stockholders or disinterested directors or otherwise, both as to action in
their official capacities and as to action in another capacity while holding
such office; (ii) shall continue as to a person who has ceased to be a
director, officer or trustee; and (iii) shall inure to the benefit of the
heirs, executors and administrators of such a person.  The corporation's
obligation to provide indemnification under this Article shall be offset to
the extent of any other source of indemnification or any otherwise applicable
insurance coverage under a policy maintained by the corporation or any other
person.
<PAGE>
To assure indemnification under this Article of all such persons who are
determined by the corporation or otherwise to be or to have been "fiduciaries"
of any employee benefit plan of the corporation which may exist from time to
time, such Section 145 shall, for the purposes of this Article, be interpreted
as follows:  an "other enterprise" shall be deemed to include such an employee
benefit plan, including without limitation, any plan of the corporation which
is governed by the Act of Congress entitled "Employee Retirement Income
Security Act of 1974," as amended from time to time; the corporation shall be
deemed to have requested a person to serve an employee benefit plan where the
performance by such person of his duties to the corporation also imposes
duties on, or otherwise involves services by, such person to the plan or
participants or beneficiaries of the plan; excise taxes assessed on a person
with respect to an employee benefit plan pursuant to such Act of Congress
shall be deemed "fines"; and action taken or omitted by a person with respect
to an employee benefit plan in the performance of such person's duties for a
purpose reasonably believed by such person to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a purpose
which is not opposed to the best interests of the corporation.

ARTICLE VI - GENERAL PROVISIONS

6.1  FISCAL YEAR.  Except as from time to time otherwise designated by the
Board of Directors, the fiscal year of the corporation shall begin on the
first day of January in each year and end on the last day of December in each
year.

6.2  CORPORATE SEAL.  The corporate seal shall be in such form as shall be
approved by the Board of Directors.

6.3  WAIVER OF NOTICE.  Whenever any notice whatsoever is required to be given
by law, by the Certificate of Incorporation or by these By-Laws, a waiver of
such notice either in writing signed by the person entitled to such notice or
such person's duly authorized attorney, or by telegraph, cable or any other
available method, whether before, at or after the time stated in such waiver,
or the appearance of such person or persons at such meeting in person or by
proxy, shall be deemed equivalent to such notice.

6.4  VOTING OF SECURITIES.  Except as the directors may otherwise designate,
the President or Treasurer may waive notice of, and act as, or appoint any
person or persons to act as, proxy or attorney-in-fact for this corporation
(with or without power of substitution) at, any meeting of stockholders or
shareholders of any other corporation or organization, the securities of which
may be held by this corporation.

6.5  EVIDENCE OF AUTHORITY.  A certificate by the Secretary, or an Assistant
Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith
be conclusive evidence of such action.

6.6  CERTIFICATE OF INCORPORATION.  All references in these By-Laws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.
<PAGE>
6.7  TRANSACTIONS WITH INTERESTED PARTIES.  No contract or transaction between
the corporation and one or more of the directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of the 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 a committee of the
Board of Directors which authorizes the contract or transaction or solely
because his or their votes are counted for such purpose, if:

  (1)  The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors
or the committee, and the Board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than
a quorum;

  (2)  The material facts as to his relationship or interest and as to the
contract or transaction 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 fair as to the corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee of the Board of Directors or the stockholders.

Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

6.8  SEVERABILITY.  Any determination that any provision of these By-Laws is
for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-Laws.

6.9  PRONOUNS.  All pronouns used in these By-Laws shall be deemed to refer to
the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.

Article VII - AMENDMENTS

7.1  BY THE BOARD OF DIRECTORS.  These By-Laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of a majority
of the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present.

7.2  BY THE STOCKHOLDERS.  These By-Laws may be altered, amended or repealed
or new by-laws may be adopted by the affirmative vote of the holders of a
majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new by-laws shall have been stated in the
notice of such special meeting.