<PAGE>
                                                         AS AMENDED THROUGH
                                                          FEBRUARY 12, 1998

                   GOVERNMENT TECHNOLOGY SERVICES, INC.
                      ______________________________

                         (A Delaware Corporation)
                      ______________________________

                                  BY-LAWS
                      ______________________________


                                 ARTICLE I

                                  Offices

     SECTION 1.  Registered Office.  The registered office of the Corporation
shall be located in the City of Dover, County of Kent, State of Delaware, and
the name of the resident agent in charge thereof shall be The Corporation
Trust Company.

     SECTION 2.  Other Offices.  The Corporation may also have offices at
such other places, within or without the State of Delaware, as the Board of
Directors may from time to time appoint or the business of the Corporation
may require.


                                ARTICLE II

                                   Seal

     The seal of the Corporation shall, subject to alteration by the Board of
Directors, consist of a flat-faced circular die with the word "Delaware,"
together with the name of the Corporation and the year of incorporation, cut
or engraved thereon.


                                ARTICLE III

                         Meetings of Stockholders

     SECTION 1.  Place of Meeting.  Meetings of the stockholders shall be
held either within or without the State of Delaware at such place as the
Board of Directors may fix.

     SECTION 2.  Annual Meetings.  The annual meeting of stockholders shall
be held on the third Tuesday of June of each year or such other date as the
Board of Directors may set by resolution, at such time as the Board of
Directors may fix.

     SECTION 3.  Special Meetings.  Special meetings of the stockholders for
any purpose or purposes may be called by the President, or by the directors
(either by written instrument signed by a majority or by resolution adopted
by a vote of the majority), and special meetings shall be called by the
President or the Secretary whenever stockholders owning a majority of the
capital stock issued, outstanding and entitled to vote so request in writing.
Such request of stockholders shall state the purpose or purposes of the
proposed meeting.

     SECTION 4.  Notice.  Written or printed notice of every meeting of
stockholders, annual or special, stating the hour, date and place thereof,
and the purpose or purposes in general terms for which the meeting is called
shall, not less than ten (10) and not more than sixty (60) days before such
meeting, be served upon or mailed to each stockholder entitled to vote
thereat, at his address as it appears upon the stock records of the
Corporation or, if such stockholder shall have filed with the Secretary of
the Corporation a written request that notices intended for him be mailed to
some other address, then to the address designated in such request.

     Notice of the hour, date, place and purpose of any meeting of
stockholders may be dispensed with if every stockholder entitled to vote
thereat shall attend either in person or by proxy and shall not object to the
holding of such meeting for lack of proper notice, or if every absent
stockholder entitled to such notice shall in writing, filed with the records
of the meeting, either before or after the holding thereof, waive such
notice.

     SECTION 5.  Quorum.  Except as otherwise provided by law or by the
Certificate of Incorporation, the presence in person or by proxy at any
meeting of stockholders of the holders of a majority of the shares of the
capital stock of the Corporation issued and outstanding and entitled to vote
thereat, shall be requisite and shall constitute a quorum.  If two or more
classes of stock are entitled to vote as separate classes upon any question,
then, in the case of each such class, a quorum for the consideration of such
question shall, except as otherwise provided by law or by the Certificate of
Incorporation, consist of a majority in interest of all stock of that class
issued, outstanding and entitled to vote.  If a majority or, where a larger
quorum is required, such quorum, shall not be represented at any meeting of
the stockholders regularly called, the holders of a majority of the shares
present or represented and entitled to vote thereat shall have power to
adjourn the meeting to another time, or to another time and place, without
notice other than announcement of adjournment at the meeting, and there may
be successive adjournments for like cause and in like manner until the
requisite amount of shares entitled to vote at such meeting shall be
represented; provided, however, that if the adjournment is for more than
thirty (30) days, notice of the hour, date and place of the adjourned meeting
shall be given to each stockholder entitled to vote thereat.  Subject to the
requirements of law and the Certificate of Incorporation, on any issue on
which two or more classes of stock are entitled to vote separately, no
adjournment shall be taken with respect to any class for which a quorum is
present unless the Chairman of the meeting otherwise directs.  At any meeting
held to consider matters which were subject to adjournment for want of a
quorum at which the requisite amount of shares entitled to vote thereat shall
be represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.

     SECTION 6.  Votes, Proxies.  At each meeting of stockholders, every
stockholder of record at the closing of the transfer books, if closed, or on
the date set by the Board of Directors for the determination of stockholders
entitled to vote at such meeting, shall have one vote for each share of stock
entitled to vote which is registered in his name on the books of the
Corporation upon any matter properly brought before the meeting.  At each
such meeting every stockholder shall be entitled to vote in person, or by
proxy appointed by an instrument in writing subscribed by such stockholder
and bearing a date not more than three (3) years prior to the meeting in
question, unless said instrument provides for a longer period during which it
is to remain in force.

     All elections of directors shall be held by ballot.  If the Chairman of
the meeting shall so determine, a vote may be taken upon any other matter by
ballot and shall be so taken upon the request of any stockholder entitled to
vote on such matter.

     At any meeting at which a quorum is present, a plurality of the votes
properly cast for election to fill any vacancy on the Board of Directors
shall be sufficient to elect a candidate to fill such vacancy, and a majority
of the votes properly cast upon any other question shall decide the question,
except in any case where a larger vote is required by law, the Certificate of
Incorporation, these By-Laws, or otherwise.

     SECTION 7.  Action Without Meeting.  Unless otherwise provided by the
Certificate of Incorporation, any action required to be taken at any annual
or special meeting of stockholders, or any action which may be taken at any
annual or special meeting, 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.

     In order that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors.  Any stockholder of record seeking to have the stockholders
authorize or take corporate action by written consent shall, by written
notice to the Secretary, request the Board of Directors to fix a record date.
The Board of Directors shall promptly, but in all events within 10 days after
the date on which such a request is received, adopt a resolution fixing the
record date.  If no record date has been fixed by the Board of Directors
within 10 days of the date on which such a request is received, the record
date for determining stockholders entitled to consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors is
required by applicable law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered
to the Corporation by delivery to its registered office in 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 meetings of
stockholders are recorded.  Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.  If no record date has been fixed by the Board of Directors and
prior action by the Board of Directors 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 8.  Organization.  The Chairman of the Board, if there be one,
or in his absence the President, or in the absence of the Chairman and the
President, a Vice President, shall call meetings of the stockholders to order
and shall act as chairman thereof.  The Secretary of the Corporation, if
present, shall act as secretary of all meetings of stockholders, and, in his
absence, the presiding officer may appoint a secretary.

     SECTION 9.  Nominations and Stockholder Business.  Nominations of
persons for election to the Board of Directors of the Corporation and the
proposal of business to be considered by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to the Corporation's notice of
meeting, (b) by or at the direction of the Board of Directors, or (c) by any
stockholder of the Corporation who was a stockholder of record at the time of
giving of notice provided for in this Section 9, who is entitled to vote at
the meeting and who complied with the notice procedures set forth in this
Section 9.

     For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to this Section 9, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation, and such business must be a proper subject for stockholder
action under the Delaware General Corporation Law.  To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not less than 90 days nor more than 180
days prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting is
advanced by more than 30 days or delayed by more than 60 days from 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
such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made.  Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected);
(b) as to any other business that the stockholder proposes to bring before
the meeting, a brief description of the business desired to be brought before
the meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such
beneficial owner, and (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner.

     Notwithstanding anything in this Section 9 to the contrary, in the event
that the number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement specifying the
size of the increased Board of Directors made by the Corporation at least 130
days prior to the first anniversary of the preceding year's annual meeting,
a stockholder's notice required by this Section 9 shall also be considered
timely, but only with respect to nominees for any new positions created by
such increase, if it shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on
the 10th day following the day on which such public announcement is first
made by the Corporation.

     Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting.  Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting
(a) by or at the direction of the Board of Directors or (b) by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this section, who shall be entitled to vote
at the meeting and who complies with the notice procedures set forth in this
section.  Nominations by stockholders of persons for election to the Board of
Directors may be made at such a special meeting of stockholders if the
stockholder's notice required by this section shall be delivered to the
secretary at the principal executive offices of the Corporation not earlier
than the 180th day prior to such special meeting and not later than the close
of business on the later of the 90th day prior to such special meeting or the
10th day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.

     Only such persons who are nominated in accordance with the procedures
set forth in this section shall be eligible for election as directors at any
meeting of stockholders.  Only such business shall be conducted at a meeting
of stockholders as shall have been brought before the meeting in accordance
with the procedures set forth in this section.  The chairman of the meeting
shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made in accordance
with the procedures set forth in this section and, if any proposed nomination
or business is not in compliance with this section, to declare that such
defective proposal shall be disregarded.

     For purposes of this section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 9, 13, 14 or 15(d) of the Exchange Act.

     Notwithstanding the foregoing provisions of this Section 9, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 9.  Nothing in this Section 9 shall be
deemed to affect any rights of stockholders to request inclusion of proposals
in the Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act.


                                ARTICLE IV

                                 Directors

     SECTION 1.  Number.  The business and property of the Corporation shall
be conducted and managed by a Board of Directors consisting of not less than
one director, none of whom needs to be a stockholder.  The Board shall be
composed of nine directors.  The whole number of directors for the ensuing
year shall be fixed at each annual meeting of stockholders, but if the number
is not so fixed, the number shall remain as it stood immediately prior to
such meeting.

     At any time during any year the whole number of directors may be
increased or reduced, in each case by vote of a majority of the stock
outstanding and entitled to vote for the election of directors or a majority
of the directors in office at the time of such increase or decrease,
regardless of whether such majority of directors constitutes a quorum.

     SECTION 2.  Term of Office.  Each director shall hold office until the
next annual meeting of stockholders and until his successor is duly elected
and qualified or until his earlier death or resignation, subject to the right
of the stockholders at any time to remove any director or directors as
provided in Section 4 of this Article.

     SECTION 3.  Vacancies.  If any vacancy shall occur among the directors,
or if the number of directors shall at any time be increased, the directors
then in office, although less than a quorum, by a majority vote may fill the
vacancies or newly-created directorships, or any such vacancies or newly-
created directorships may be filled by the stockholders at any meeting.

     SECTION 4.  Removal by Stockholders.  The holders of record of the
capital stock of the Corporation entitled to vote for the election of
directors may in their discretion at any meeting duly called for the purpose,
by a majority vote, remove any director or directors and elect a new director
or directors in place thereof.

     SECTION 5.  Meetings.  Meetings of the Board of Directors shall be held
at such place, within or without the State of Delaware, as may from time to
time be fixed by resolution of the Board or by the President and as may be
specified in the notice or waiver of notice of any meeting.  Meetings may be
held at any time upon the call of the Chairman of the Board or the President
or any two (2) of the directors in office by oral, telegraphic or written
notice, duly served or sent or mailed to each director not less than twenty-
four (24) hours before such meeting, except that, if mailed, not less than
seventy-two (72) hours before such meeting.  Meetings may be held at any time
and place without notice if all the directors are present and do not object
to the holding of such meeting for lack of proper notice or if those not
present shall, in writing or by telegram, waive notice thereof.  A regular
meeting of the Board may be held without notice immediately following the
annual meeting of stockholders at the place where such meeting is held.
Regular meetings of the Board may also be held without notice at such time
and place as shall from time to time be determined by resolution of the
Board.

     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 of Directors, may participate in a meeting of the Board of
Directors, or any 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 such participation in a meeting shall
constitute presence in person at the meeting.

     SECTION 6.  Quorum.  A majority of the directors shall constitute a
quorum for the transaction of business.  If at any meeting of the Board there
shall be less than a quorum present, a majority of those present may adjourn
the meeting from time to time without notice other than announcement of the
adjournment at the meeting, and at such adjourned meeting at which a quorum
is present any business may be transacted which might have been transacted at
the meeting as originally noticed.

     SECTION 7.  Action Without 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 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 is filed with the minutes of proceedings of the
Board or committee.

     SECTION 8.  Compensation.  Directors shall receive compensation for
their services, as such, and for service on any Committee of the Board of
Directors, as fixed by resolution of the Board of Directors and for expenses
of attendance at each regular or special meeting of the Board or any
Committee thereof.  Nothing in this Section shall be construed to preclude a
director from serving the Corporation in any other capacity and receiving
compensation therefor.


                                 ARTICLE V

                          Committees of Directors

     SECTION 1.  Executive Committee.  The Board of Directors may appoint an
Executive Committee of two (2) or more members, to serve during the pleasure
of the Board, to consist of such directors as the Board may from time to time
designate.  The Board of Directors shall designate the Chairman of the
Executive Committee.

     (a)  Procedure.  The Executive Committee shall, by a vote of a majority
          of its members, fix its own times and places of meeting, determine
          the number of its members constituting a quorum for the transaction
          of business, and prescribe its own rules of procedure, no change in
          which shall be made save by a majority vote of its members.

     (b)  Responsibilities.  During the intervals between the meetings of the
          Board of Directors, except as otherwise provided by the Board of
          Directors in establishing such Committee or otherwise, the
          Executive Committee shall possess and may exercise all the powers
          of the Board in the management and direction of the business and
          affairs of the Corporation; provided, however, that the Executive
          Committee shall not have the power:

               (i)  to amend or authorize the amendment of the Certificate of
          Incorporation or these By-Laws;

               (ii) to issue stock;

               (iii)     to authorize the payment of any dividend;

               (iv) to adopt an agreement of merger or consolidation of the
          Corporation or to recommend to the stockholders the sale, lease or
          exchange of all or substantially all the property and business of
          the Corporation; or

               (v)  to recommend to the stockholders a dissolution of the
          Corporation.

     (c)  Reports.  The Executive Committee shall keep regular minutes of its
          proceedings, and all action by the Executive Committee shall be
          reported promptly to the Board of Directors.  Such action shall be
          subject to review, amendment and repeal by the Board, provided that
          no rights of third parties shall be adversely affected by such
          review, amendment or repeal.

     (d)  Appointment of Additional Members.  In the absence or
          disqualification of any member of the Executive Committee, the
          member or members thereof present at any meeting and not
          disqualified from voting, whether or not constituting a quorum, may
          unanimously appoint another member of the Board of Directors to act
          at the meeting in place of any such absent or disqualified member.

     SECTION 2.  Audit Committee.  The Board of Directors may appoint an
Audit Committee of two (2) or more members who shall not be officers or
employees of the Corporation to serve during the pleasure of the Board.  The
Board of Directors shall designate the Chairman of the Audit Committee.

     (a)  Procedure.  The Audit Committee, by a vote of a majority of its
          members, shall fix its own times and places of meeting, shall
          determine the number of its members constituting a quorum for the
          transaction of business, and shall prescribe its own rules of
          procedure, no change in which shall be made save by a majority vote
          of its members.

     (b)  Responsibilities.  The Audit Committee shall review the annual
          financial statements of the Corporation prior to their submission
          to the Board of Directors, shall consult with the Corporation's
          independent auditors, and may examine and consider such other
          matters in relation to the internal and external audit of the
          Corporation's accounts and in relation to the financial affairs of
          the Corporation and its accounts, including the selection and
          retention of independent auditors, as the Audit Committee may, in
          its discretion, determine to be desirable.

     (c)  Reports.  The Audit Committee shall keep regular minutes of its
          proceedings, and all action by the Audit Committee shall, from time
          to time, be reported to the Board of Directors as it shall direct.

     (d)  Appointment of Additional Members.  In the absence or
          disqualification of any member of the Audit Committee, the member
          or members thereof present at any meeting and not disqualified from
          voting, whether or not constituting a quorum, may unanimously
          appoint another member of the Board of Directors to act at the
          meeting in place of any such absent or disqualified member.

     SECTION 3.  Other Committees.  The Board of Directors, by vote of a
majority of the directors then in office, may at any time appoint one or more
other committees from and outside of its own number.  Every such committee
must include at least one member of the Board of Directors.  The Board may
from time to time designate or alter, within the limits permitted by law, the
Certificate of Incorporation and this Article, if applicable, the duties,
powers and number of members of such other committees or change their
membership, and may at any time abolish such other committees or any of them.

     (a)  Procedure.  Each committee, appointed pursuant to this Section,
          shall, by a vote of a majority of its members, fix its own times
          and places of meeting, determine the number of its members
          constituting a quorum for the transaction of business, and
          prescribe its own rules of procedure, no change in which shall be
          made save by a majority vote of its members.

     (b)  Responsibilities.  Each committee, appointed pursuant to this
          Section, shall exercise the powers assigned to it by the Board of
          Directors in its discretion.

     (c)  Reports.  Each committee appointed pursuant to this Section shall
          keep regular minutes of proceedings, and all action by each such
          committee shall, from time to time, be reported to the Board of
          Directors as it shall direct.

     (d)  Appointment of Additional Members.  In the absence or
          disqualification of any member of each committee, appointed
          pursuant to this Section, the member or members thereof present at
          any meeting and not disqualified from voting, whether or not
          constituting a quorum, may unanimously appoint another member of
          the Board of Directors to act at the meeting in place of any such
          absent or disqualified member.

     SECTION 4.  Term of Office.  Each member of a committee shall hold
office until the first meeting of the Board of Directors following the annual
meeting of stockholders (or until such other time as the Board of Directors
may determine, either in the vote establishing the committee or at the
election of such member or otherwise) and until his successor is elected and
qualified, or until he sooner dies, resigns, is removed, is replaced by
change of membership or becomes disqualified by ceasing to be a Director
(where membership on the Board is required), or until the committee is sooner
abolished by the Board of Directors.


                                ARTICLE VI

                                 Officers

     SECTION 1.  Officers.  The Board of Directors shall elect a President,
a Secretary and a Chief Financial Officer, and, in their discretion, may
elect a Chairman of the Board, a Chief Executive Officer, one or more
Executive Vice Presidents, Vice Presidents, Assistant Vice Presidents,
Assistant Secretaries and such other officers as deemed necessary or
appropriate.  The Chief Executive Officer (in addition to and not in lieu of
such authority as is held by the Board of Directors) may appoint one or more
Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and such
other officers as are equal to or subordinate to such positions as he deems
necessary or appropriate.  Each officer shall hold office for the term
provided by the vote of the Board, or, with respect to those officers he has
authority to appoint and has in fact appointed, for the term designated by
the Chief Executive Officer, except that each officer will be subject to
removal from office in the discretion of the Board or the Chief Executive
Officer, as the case may be, as provided herein.  The powers and duties of
more than one office may be exercised and performed by the same person.

     SECTION 2.  Vacancies.  Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors, at any regular or
special meeting.

     SECTION 3.  Chairman of the Board.  The Chairman of the Board of
Directors, if elected, shall be a member of the Board of Directors and shall
preside at its meetings.  He shall advise and counsel with the President, and
shall perform such duties as from time to time may be assigned to him by the
Board of Directors.  The Board of Directors may also elect a Vice Chairman of
the Board who, if elected, shall be a member of the Board of Directors and
may preside at its meetings.  Any person occupying the position or having the
title of Chairman of the Board or Vice Chairman of the Board shall not,
merely in such capacity or because of such title, be either an officer or
employee of the Corporation unless the Board duly adopts a resolution with
respect to such person subsequent to his/her election to such position
specifically designating such position as an officer and/or employee position
specifically with respect to such person.

     SECTION 4.  Chief Executive Officer.  Subject to such supervisory
powers, if any, as may be given by the Board of Directors to the Chairman of
the Board, if there be such an officer, and subject to the control of the
Board of Directors, the Chief Executive Officer of the Corporation, if there
be such an officer, shall have general supervision, direction and control of
the business and officers of the Corporation.  Subject to the Board of
Directors, the Chief Executive Officer shall be the final arbiter in all
differences between the officers of the Corporation and his decision as to
any matter affecting the Corporation shall be final and binding as between
the officers of the Corporation.  The Chief Executive Officer shall preside
at all meetings of the shareholders and, in the absence of the Chairman of
the Board, or if there be none, at all meetings of the Board of Directors.
The Chief Executive Officer shall have the general powers and duties of
management usually vested in the office of chief executive officer of a
corporation and shall have such other powers and perform such other duties as
may be assigned to him from time to time by the Board of Directors or
prescribed by the By-Laws.

     SECTION 5.  President.  Subject to the control of the Board of Directors
and the Chief Executive Officer of the Corporation, if there be such an
officer, the President of the Corporation shall have such general powers and
duties of management as may be assigned to him from time to time by the Board
of Directors or the Chief Executive Officer of the Corporation or prescribed
by the By-Laws.  In the absence or disability of the Chief Executive Officer,
or if there be none, the President shall perform all the duties of the Chief
Executive Officer, and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the Chief Executive Officer.

     SECTION 6.  Executive Vice Presidents, Vice Presidents and Other
Officers.  Each Executive Vice President, Vice President, Assistant Vice
President, Assistant Secretary and such other officers as may be duly elected
or appointed under these By-Laws shall have and exercise such powers and
shall perform such duties as from time to time may be assigned to him by the
Board of Directors, the Chief Executive Officer or the President.

     SECTION 7.  Secretary.  The Secretary shall keep the minutes of all
meetings of the stockholders and of the Board of Directors in books provided
for the purpose; he shall see that all notices are duly given in accordance
with the provisions of law and these By-Laws; he shall be custodian of the
records and of the corporate seal or seals of the Corporation; he shall see
that the corporate seal is affixed to all documents the execution of which,
on behalf of the Corporation under its seal, is duly authorized, and, when
the seal is so affixed, he may attest the same; he may sign, with the Chief
Executive Officer, President, an Executive Vice President or a Vice
President, certificates of stock of the Corporation; and, in general, he
shall perform all duties incident to the office of secretary of a
corporation, and such other duties as from time to time may be assigned to
him by the Board of Directors.

     SECTION 8.  Assistant Secretaries.  The Assistant Secretaries in order
of their seniority 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 as the Board of Directors shall prescribe or as from time
to time may be assigned by the Secretary.

     SECTION 9.  Chief Financial Officer.  The Chief Financial Officer of the
Corporation shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of
the Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus, and shares.  The books of
account shall at all reasonable times be open to inspection by any director.
The Chief Financial Officer shall deposit all monies and other valuables in
the name and to the credit of the Corporation with such depositaries as may
be designated by the Board of Directors.  He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all his
transactions as Chief Financial Officer and of the financial condition of the
Corporation, and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors of the By-Laws.

     SECTION 10.  Subordinate Officers.  The Board of Directors may appoint
such subordinate officers as it may deem desirable.  Each such officer shall
hold office for such period, have such authority and perform such duties as
the Board of Directors may prescribe.  The Board of Directors may, from time
to time, authorize any officer to appoint and remove subordinate officers and
to prescribe the powers and duties thereof.

     SECTION 11.  Compensation.  The Board of Directors shall fix the
compensation of all officers of the Corporation.  It may authorize any
officer, upon whom the power of appointing subordinate officers may have been
conferred, to fix the compensation of such subordinate officers, in
conjunction with the Chairperson of the Compensation Committee, as the case
may be.

     SECTION 12.  Removal.  Any officer of the Corporation may be removed,
with or without cause, by action of the Board of Directors or the Chief
Executive Officer.

     SECTION 13.  Bonds.  The Board of Directors may require any officer of
the Corporation to give a bond to the Corporation, conditional upon the
faithful performance of his duties, with one or more sureties and in such
amount as may be satisfactory to the Board of Directors.


                                ARTICLE VII

                           Certificates of Stock

     SECTION 1.  Form and Execution of Certificates.  The interest of each
stockholder of the Corporation shall be evidenced by a certificate or
certificates for shares of stock in such form as the Board of Directors may
from time to time prescribe.  The certificates of stock of each class shall
be consecutively numbered and signed by the President, an Executive Vice
President or a Vice President and by the Secretary, an Assistant Secretary,
the Treasurer or an Assistant Treasurer of the Corporation, and may be
countersigned and registered in such manner as the Board of Directors may by
resolution prescribe, and shall bear the corporate seal or a printed or
engraved facsimile thereof.  Where any such certificate is signed by a
transfer agent or transfer clerk acting on behalf of the Corporation, the
signatures of any such President, Executive Vice President, Vice President,
Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be
facsimiles, engraved or printed.  In case any officer or officers, who shall
have signed, or whose facsimile signature or signatures shall have been used
on, any such certificate or certificates, shall cease to be such officer or
officers, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation,
such certificate or certificates may nevertheless be issued and delivered by
the Corporation as though the person or persons who signed such certificate
or certificates or whose facsimile signature or signatures shall have been
used thereon had not ceased to be such officer or officers.

     In case the corporate seal which has been affixed to, impressed on, or
reproduced in any such certificate or certificates shall cease to be the seal
of the Corporation before such certificate or certificates have been
delivered by the Corporation, such certificate or certificates may
nevertheless be issued and delivered by the Corporation as though the seal
affixed thereto, impressed thereon or reproduced therein had not ceased to be
the seal of the Corporation.

     Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to law, the Certificate of Incorporation,
these By-Laws, or any agreement to which the Corporation is a party, shall
have the restriction noted conspicuously on the certificate, and shall also
set forth, on the face or back, either the full text of the restriction or a
statement of the existence of such restriction and (except if such
restriction is imposed by law) a statement that the Corporation will furnish
a copy thereof to the holder of such certificate upon written request and
without charge.

     Every certificate issued when the Corporation is authorized to issue
more than one class or series of stock shall set forth on its face or back
either the full text of the preferences, voting powers, qualifications, and
special and relative rights of the shares of each class and series authorized
to be issued, or a statement of the existence of such preferences, powers,
qualifications and rights, and a statement that the Corporation will furnish
a copy thereof to the holder of such certificate upon written request and
without charge.

     SECTION 2.  Transfer of Shares.  The shares of the stock of the
Corporation shall be transferred on the books of the Corporation by the
holder thereof in person or by his attorney lawfully constituted, upon
surrender for cancellation of certificates for the same number of shares,
with an assignment and power of transfer endorsed thereon or attached
thereto, duly executed, with such proof or guaranty of the authenticity of
the signature as the Corporation or its agents may reasonably require.  The
Corporation shall be entitled to treat the holder of record of any share or
shares of stock as the holder in fact thereof and accordingly 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, save as expressly provided by law or by the
Certificate of Incorporation.  It shall be the duty of each stockholder to
notify the Corporation of his post office address.

     SECTION 3.  Closing of Transfer Books.  The stock transfer books of the
Corporation may, if deemed appropriate by the Board of Directors, be closed
for such length of time not exceeding fifty (50) days as the Board may
determine, preceding the date of any meeting of stockholders or the date for
the payment of any dividend or the date for the allotment of rights or the
date when any issuance, change, conversion or exchange of capital stock shall
go into effect, during which time no transfer of stock on the books of the
Corporation may be made.

     SECTION 4.  Dates of Record.  If deemed appropriate, the Board of
Directors may fix in advance a date for such length of time not exceeding
sixty (60) days (and, in the case of any meeting of stockholders, not less
than ten (10) days) as the Board may determine, preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights or the date when any issuance, change,
conversion or exchange of capital stock shall go into effect, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting or entitled to receive payment of any such dividend
or to any such allotment of rights, or to exercise the rights in respect of
any such issuance, change, conversion or exchange of capital stock, as the
case may be, and in such case only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to such notice of, and to
vote at, such meeting, or to receive payment of such dividend, or to receive
such allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation
after any record date fixed as aforesaid.  If no such record date is so
fixed, the record date shall be determined by applicable law.

     SECTION 5.  Lost or Destroyed Certificates.  In case of the loss or
destruction of any certificate of stock, a new certificate may be issued
under the following conditions:

     (a)  The owner of said certificate shall file with the Secretary or any
          Assistant Secretary of the Corporation an affidavit giving the
          facts in relation to the ownership, and in relation to the loss or
          destruction of said certificate, stating its number and the number
          of shares represented thereby; such affidavit shall be in such form
          and contain such statements as shall satisfy the President, any
          Executive Vice President, Vice President, the Secretary, any
          Assistant Secretary, the Treasurer or any Assistant Treasurer, that
          said certificate has been accidentally destroyed or lost, and that
          a new certificate ought to be issued in lieu thereof.  Upon being
          so satisfied, any such officer shall require such owner to furnish
          the Corporation a bond in such penal sum and in such form as he may
          deem advisable, and with a surety or sureties approved by him, to
          indemnify and save harmless the Corporation from any claim, loss,
          damage or liability which may be occasioned by the issuance of a
          new certificate in lieu thereof.  Upon such bond being so filed, a
          new certificate for the same number of shares shall be issued to
          the owner of the certificate so lost or destroyed; and the transfer
          agent and registrar, if any, of stock shall countersign and
          register such new certificate upon receipt of a written order
          signed by any such officer, and thereupon the Corporation will save
          harmless said transfer agent and registrar in the premises.  In
          case of the surrender of the original certificate, in lieu of which
          a new certificate has been issued, or the surrender of such new
          certificate, for cancellation, the bond of indemnity given as a
          condition of the issue of such new certificate may be surrendered;
          or

     (b)  The Board of Directors of the Corporation may by resolution
          authorize and direct any transfer agent or registrar of stock of
          the Corporation to issue and register respectively from time to
          time without further action or approval by or on behalf of the
          Corporation new certificates of stock to replace certificates
          reported lost, stolen or destroyed upon receipt of an affidavit of
          loss and bond of indemnity in form and amount and with surety
          satisfactory to such transfer agent or registrar in each instance
          or upon such terms and conditions as the Board of Directors may
          determine.


                               ARTICLE VIII

                          Execution of Documents

     SECTION 1.  Execution of Checks, Notes, etc.  All checks and drafts on
the Corporation's bank accounts and all bills of exchange and promissory
notes, and all acceptances, obligations and other instruments for the payment
of money, shall be signed by such officer or officers, or agent or agents, as
shall be thereunto authorized from time to time by the Board of Directors,
which may in its discretion authorize any such signatures to be facsimile.

     SECTION 2.  Execution of Contracts, Assignments, etc.  Unless the Board
of Directors shall have otherwise provided generally or in a specific
instance, all contracts, agreements, endorsements, assignments, transfers,
stock powers, or other instruments shall be signed by the President, any
Executive Vice President, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer or any Assistant Treasurer.  The Board of Directors
may, however, in its discretion, require any or all such instruments to be
signed by any two or more of such officers, or may permit any or all of such
instruments to be signed by such other officer or officers, agent or agents,
as it shall be thereunto authorize from time to time.

     SECTION 3.  Execution of Proxies.  The President, any Executive Vice
President or any Vice President, and the Secretary, the Treasurer, any
Assistant Secretary or any Assistant Treasurer, or any other officer
designated by the Board of Directors, may sign on behalf of the Corporation
proxies to vote upon shares of stock of other companies standing in the name
of the Corporation.


                                ARTICLE IX

                            Inspection of Books

     The Board of Directors shall determine from time to time whether, and if
allowed, to what extent and at what time and places and under what conditions
and regulations, the accounts and books of the Corporation (except such as
may by law be specifically open to inspection) or any of them, shall be open
to the inspection of the stockholders, and no stockholder shall have any
right to inspect any account or book or document of the Corporation, except
as conferred by the laws of the State of Delaware, unless and until
authorized so to do by resolution of the Board of Directors or of the
stockholders of the Corporation.


                                 ARTICLE X

                                Fiscal Year

     The fiscal year of the Corporation shall be determined from time to time
by vote of the Board of Directors.


                                ARTICLE XI

                                Amendments

     These By-Laws may be altered, amended, changed or repealed and new
By-Laws adopted by the stockholders or by the Board of Directors, in either
case at any meeting called for that purpose at which a quorum shall be
present.  Any By-Law, whether made, altered, amended, changed or repealed by
the stockholders or the Board of Directors may be repealed, amended, changed,
further amended, changed, repealed or reinstated, as the case may be either
by the stockholders or by the Board of Directors, as herein provided; except
that this Article may be altered, amended, changed or repealed only by vote
of the stockholders.


                                ARTICLE XII

                              Indemnification

     SECTION 1.  Indemnification.

     (a)  The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding or investigation, whether civil, criminal,
administrative or investigative and whether external or internal to the
Corporation (other than a judicial action or suit brought by or in the right
of the Corporation) by reason of the fact that he or she is or was a
director, officer or employee of the Corporation, or that, being or having
been such a director, officer, or employee, he or she is or was serving at
the request of the Corporation as a director, officer, employee, trustee or
agent of another corporation, partnership, joint venture, trust or other
enterprise (all such persons being referred to hereafter as an "Agent"),
against expenses (including attorneys' fees) judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding, or any appeal therein, if
such person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe such conduct was unlawful.  The termination of any action, suit or
proceeding -- whether 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
he or she reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his or her conduct was unlawful.

     (b)  The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
judicial action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was an Agent
(as defined above) against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense, settlement or
appeal of such action or suit if he acted in good faith and in a manner he
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 in the performance of his or her duty to the
Corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought 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 which the Court of Chancery or other such court
shall deem proper.

     (c)  Notwithstanding the other provisions of this Article, to the extent
that an Agent has been successful on the merits or otherwise, including,
without limitation, the dismissal of an action without prejudice or the
settlement of an action without admission of liability, in defense of any
action, suit or proceeding referred to in this Section or in defense of any
claim, issue or matter therein or on appeal from any such action, suit,
proceeding, claim or matter, he or she shall be indemnified against all
expenses incurred in connection therewith.

     (d)  Any indemnification provided pursuant to this Section 1 shall be
paid promptly, and in any event within sixty (60) days of the final
disposition of the action, suit or proceeding, upon the written request of
the Agent, unless with respect to claims for indemnification under Paragraphs
(a) or (b) of this Section, a determination is reasonably and promptly made
by the Board of Directors by a majority vote of a quorum of disinterested
directors that such Agent acted in a manner set forth in such Paragraphs as
to justify the Corporation's not indemnifying the Agent.

     SECTION 2.  Authorization.  Any indemnification under Section 1 of this
Article (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 in the circumstances
because he has met the applicable standard of conduct set forth in Section 1
of this Article.  Such determination shall be made: (a) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (b) if such a quorum is not
obtainable, or even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
stockholders.

     SECTION 3.  Expense Advance.  Costs, charges and expenses (including
attorneys' fees) incurred by or on behalf of a director or officer in
defending any action, suit, proceeding or investigation or any appeal
therefrom shall be paid by the Corporation in advance of the final
disposition of such matter, and in any event within sixty (60) days of the
receipt by the Corporation of a demand therefor, upon receipt of an
undertaking by or on behalf of such director or officer to repay the amount
of all such advances if it shall be ultimately determined that he or she is
not entitled to be indemnified by the Corporation as authorized in this
Article.  Such expenses incurred by employees and agents of the Corporation
who are not officers, directors or employees may be so paid upon such terms
and conditions, if any, as the Board of Directors deems appropriate.

     SECTION 4.  Nonexclusivity.  The rights provided by this Article shall
not be deemed exclusive of, and shall not affect, any other rights to which
those seeking indemnification or advancement of expenses may be entitled
under any law, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office.  All rights to
indemnification under this Article shall be deemed to be provided by a
contract between the Corporation and the Agent who serves in such capacity at
any time while these By-Laws and other relevant provisions of the Delaware
General Corporation Law and other applicable law, if any, are in effect.  Any
repeal or modification thereof shall not affect any rights or obligations
then existing.

     SECTION 5.  Insurance.  The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by  him in any such capacity,
or arising out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the provisions
of this Article.  The Corporation may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of
credit) to ensure the payment of such sums as may become necessary to effect
indemnification as provided herein.

     SECTION 6.  "The Corporation."  For the purposes of this Article,
references to "the Corporation" include any constituent corporation absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers and
employees or agents, as well as the resulting or surviving corporation, so
that any person who is or was a director, officer, employee or trustee of
such a constituent corporation or who, being or having been such a director,
officer, employee or trustee, is or was serving at the request of such
constituent corporation as director, officer, employee, or trustee of another
corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect
to the resulting or surviving corporation as such person would have stood
with respect to such a constituent corporation if its separate existence had
continued.

     SECTION 7.  "Other Enterprises."  For purposes of this Article,
references to "other enterprise" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person
with respect to any employee benefit plan; and references to "serving at the
request of the corporation" shall include any service of an Agent which
imposes duties on, or involves services by, such Agent with respect to any
employee benefit plan, its participants, or beneficiaries;  and a person who
acted in good faith and in a manner he or she 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
interests of the Corporation" as referred to in this Article.

     SECTION 8.  Benefit.  The rights provided by, or granted pursuant to,
this Article shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be an Agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.  Such
rights shall be enforceable by the Agent in any court of competent
jurisdiction, if the board or independent legal counsel denies Agent's claim,
in whole or in part, or if no disposition of such claim is made within the
respective time periods provided by this Article.  Agent's costs and expenses
incurred in connection with successfully establishing, in whole or in part,
his or her right to such indemnification or advancements in any such
proceeding shall also be indemnified by the Corporation.  If this Article or
any portion thereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation shall nevertheless indemnify
each Agent as to expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement with respect to any action, suit, appeal,
proceeding or investigation, whether civil, criminal or administrative, and
whether internal or external, including a grand jury proceeding and an action
or suit brought by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article that shall not have been
invalidated, or by any other applicable law.

     SECTION 9.  Amendment.  Notwithstanding any other provision of these
By-Laws, this Article XII may be altered, amended or repealed by the Board of
Directors only pursuant to the affirmative vote of 80 percent or more of all
members of the board in office at the time of such alteration, amendment or
repeal.