<PAGE>
                                                         AS AMENDED THROUGH
                                                           NOVEMBER 3, 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.  The Chairman of the meeting shall have the power
to adjourn any meeting with respect to any issue or matter, whether or not
a quorum is present.  At any adjourned meeting, any business may be
transacted which might have been transacted at the original meeting.

     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 have the authority
          and responsibility to:  (1) select the Company's independent
          accountants, review reports from accountants and from the
          Company's financial officers; (2) review transactions relating to
          officers and directors; (3) assess the Company's quality of
          financial reporting and accounting principles as it relates to
          the financial condition of the Company; (4) monitor compliance
          with applicable laws and regulations that may significantly
          impact the Company, including Federal procurement and employment
          laws; and (5) monitor compliance with the Company's code of
          ethical conduct.

     (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.