SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                        --------------------

                           FORM 10-K/A

            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

            For the fiscal year ended December 31, 1997

                   Commission file number 0-25998

                  WASTE SYSTEMS INTERNATIONAL, INC.
       (Exact name of registrant as specified in its charter)
                        --------------------

            Delaware                                            95-4203626
  (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                         Identification No.)

  420 Bedford Street, Suite 300
     Lexington, Massachusetts                                    02173
(Address of principal executive offices)                       (Zip Code)

                               (781) 862-3000
            (Registrant's telephone number, including area code)
                               --------------------

          Securities registered pursuant to Section 12(b) of the Act: None

           Securities  registered  pursuant to Section 12(g) of the Act:

                       Common Stock, $.01 par value per share
                       Series F Warrants
                       Placement Agent Warrants

     Indicate by check mark whether the  registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

     Indicate by check mark if disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.

     As of March  24,  1998,  the  market  value of the  voting  stock of the
Registrant held by non-affiliates of the Registrant was $66,854,700.

     he number of shares of the  Registrant's  common stock,  par value $.01
per share, outstanding as of March 24, 1998 was 3,911,181.



<PAGE>

                                     

     Part III,  Items 10,  11,  12 and 13 of the Form  10-K  filed  with the
Securities  and  Exchange  Commission  on March 27,  1998 is hereby  amended and
restated in full by adding those items as follows:


                                  PART III

Item 10.  Directors and Executive Officers of the Registrant


Information Regarding Directors

     The following  table and  biographical  descriptions  set forth certain
information as of April 15, 1998,  unless otherwise  specified,  with respect to
the seven  Directors of the Company,  all of whom are nominees for reelection at
the 1998 Annual Meeting of Stockholders,  based on information  furnished to the
Company by each Director.

 
                                              Directors
 
                                                             Director
      Name                              Age                  Since

General Nominees

Jay Matulich                              43                    1995
Philip W. Strauss                         49                    1996
Robert Rivkin                             39                    1997

Nominees for election by Preferred Stock

David J. Breazzano                        41                    1997
Charles Johnston                          63                    1997
Judy K. Mencher                           41                    1997
William B. Philipbar                      72                    1997


     Jay J. Matulich.  Mr. Matulich is a Managing  Director of International
Capital Growth Limited  ("ICG"), formerly  Capital  Growth International  L.L.C.
and U.S.  Sachem  Financial  Consultants,  L.P.  He has held this position since
1994. From May 1990 to  October  1994,  Mr.  Matulich  was a Vice  President  of
Gruntal & Co., Incorporated, investment bankers. Mr. Matulich was elected to the
Board of Directors in March 1995 pursuant to an agreement between the Company
and Capital Growth, in connection with Capital Growth's role as placement agent
for certain securities of the Company.  That agreement, which expired in March
1998, required Mr.Matulich be nominated for election to at least three one-year
terms.  Mr.Matulich served as interim Chairman of the Board from March 29, 1996
through June 24, 1996.

     Philip W.Strauss.  Mr.Strauss has been the Chief Executive Officer and
President since March 27, 1996 and Chairman of the Board since June 24, 1996.
Previously Mr.Strauss had been Executive Vice President and Chief Operating
Officer of the Company since September 19, 1995.  He has 24 years of  experience
in project, business and corporate development.  Mr.Strauss was co-founder of
BioMedical Waste Systems, Inc., a publicly-held waste management firm, where he
served as Executive Vice President from its inception in 1987 until May 1992 and
as a Director from inception until May 1993.


                                   
<PAGE>


     Robert Rivkin.  Mr. Rivkin,  a Certified  Public  Accountant,  has been
Executive  Vice  President  Acquisitions  of the Company since April 1998,  Vice
President and Chief Financial Officer since March 1995, Secretary since May 1995
and  Treasurer  since June 1996.  Mr.  Rivkin was first  elected to the Board of
Directors  in June  1997.  For the  previous  five years  prior to  joining  the
Company,  Mr.  Rivkin was a principal  at The  Envirovision  Group Inc.,  a full
service environmental engineering,  consulting and contracting company, where he
was responsible for finance,  marketing and strategic planning.  Previously, Mr.
Rivkin practiced public  accounting in New York, where he specialized in mergers
and acquisitions, initial public offerings and SEC reporting.


     David J. Breazzano.  Mr.Breazzano was first elected to the Board of
Directors  in June 1997.  Mr.Breazzano is one of the three  principals at DDJ
Capital Management, LLC, which was established in 1996. He has over 17 years of
investment experience and served as a Vice President and Portfolio Manager at
Fidelity Investments ("Fidelity") from 1990 to 1996.  Prior to joining Fidelity,
Mr.Breazzano was President and Chief Investment Officer of the T. Rowe Price
Recovery Fund.  Mr.Breazzano also serves as a Director of Key Energy Group, Inc.

     Charles  Johnston.  Mr.  Johnston  was  first  elected  to the Board of
Directors  in June  1997.  During  the past 10 years he has  served  on  various
boards.  Mr.  Johnston is  currently  Chairman of Ventex  Technology  in Riviera
Beach,  Florida  and has held that  position  since 1993.  He is also  currently
Chairman of AFD  Technologies in Jupiter,  Florida.  He was previously  founder,
Chairman,  and CEO of ISI  Systems,  a  public  company  on the  American  Stock
Exchange prior to being sold to Teleglobe  Corporation of Montreal,  Canada. Mr.
Johnston also serves as Trustee of Worcester Polytechnic Institute in Worcester,
Massachusetts  as well as Trustee for the  Institute  of  Psychiatric  Research,
University of Pennsylvania in Philadelphia, Pennsylvania. In addition, he serves
as director of the following  companies - Kideo Productions and Infosafe Systems
both of New York City,  Hydron  Technologies  Inc.  of Boca  Raton,  Florida and
Spectrum Signal Processing of Vancouver, British Columbia.

     Judy K. Mencher. Ms.Mencher was first elected to the Board of Directors
in August 1997.  Ms.Mencher is one of the three  principals at DDJ Capital
Management, LLC, which was established in 1996. From 1990 to 1996, Ms.Mencher
was at Fidelity  working in the Distressed Investing Group.  Prior to joining
Fidelity in 1990, Ms. Mencher was a Partner at the law firm of Goodwin,  Procter
& Hoar LLP specializing in bankruptcy and creditors' rights.

     William B.Philipbar.  Mr. Philipbar was first elected a Director of the
Company on May 8, 1996.  He resigned as a Director of the Company on June 24,
1997 and was reelected to the Board on August 20, 1997.  Since December 1997,
Mr. Philipbar has been a part-time consultant for the Company in connection
with the Company's consideration of proposed acquisitions and other strategic
matters.  He has been a Director of Matlack Systems, Inc. and Rollins Truck
Leasing Corp. since 1993.  Until 1995 he was also an advisor to Charles River
Ventures.

The Board of Directors and Its Committees

Board of Directors

     The Company's Board of Directors  consists of seven members, a majority of
whom are independent of the Company's management.  Each director holds office
for a term  from  election  until  the  next  Annual  Meeting  of the  Company's
stockholders and until his or her successor is duly elected and qualified.

     Pursuant to the Certificate of Designations, Preferences and Rights
adopted June 25, 1997 with respect to the Company's Series A Preferred Stock,
the holders of the Series A Preferred Stock are entitled to elect four members
of the Board, two of whom shall be elected by B-III Capital Partners, L.P. ("B
III"), subject to certain maintenance of ownership requirements.


                                   
<PAGE>



     Prior to June 24, 1997, the Board was comprised of six members, four of
whom resigned on that date. On June 30, 1997,  the Board elected  Robert Rivkin,
Vice  President  and  Chief  Financial  Officer  of the  Company,  to one of the
vacancies  on the Board.  At the same  meeting,  pursuant to an  agreement  with
certain  purchasers of the Company's Series A Preferred Stock, the Board elected
Bart Grenier, David J. Breazzano and Charles Johnston to serve as directors.  In
August 1997,  William B. Philipbar was reelected to the Board of Directors,  Mr.
Grenier  resigned  as a director  and Judy K.  Mencher  was  elected to serve as
director to fill such vacancy.


     The Board of Directors held ten meetings  during fiscal year 1997. Each
of the Company's directors attended at least 75% of the total number of meetings
of the Board of Directors and of the committees of the Company of which he was a
member.

     The Board of Directors has appointed an Audit Committee and a Compensation
Committee.

     Compensation Committee.  The Compensation Committee currently consists of
Messrs.  Johnston and Strauss and Ms. Mencher.  Prior to June 24, 1997, the
Compensation Committee consisted of Messrs. Matulich and Simmons.  The
Compensation Committee makes recommendations and exercises all powers of the
Board of Directors in connection with certain compensation matters, including
incentive compensation and benefit plans.  The Compensation Committee (excluding
Mr. Strauss) administers, and has authority to grant awards under, the Plan to
the employee directors and management of the Company and its subsidiaries and
other key employees.  The Compensation Committee held two meetings during fiscal
year 1997.

     Audit  Committee.  The Audit  Committee  currently  consists of Messrs.
Breazzano,  Matulich and Philipbar.  Prior to June 24, 1997, the Audit Committee
consisted of Messrs. Matulich, Philipbar and Daniel Shannon. The Audit Committee
is  empowered  to  recommend  to the  Board  the  appointment  of the  Company's
independent public accountants and to periodically meet with such accountants to
discuss their fees, audit and non-audit services,  and the internal controls and
audit  results for the Company.  The Audit  Committee  also is empowered to meet
with the  Company's  accounting  personnel  to review  accounting  policies  and
reports. The Audit Committee held two meetings during fiscal year 1997.

Information Regarding Executive Officers

     Set forth below is certain information  regarding each of the executive
officers of the  Company,  including  their  principal  occupation  and business
experience for at least the last five years.

           Name                   Age                    Position

Philip W. Strauss............     49    Chief Executive Officer and President
Robert Rivkin................     39    Executive Vice President - Acquisitions,
                                        Chief Financial Officer, Secretary and
                                        Treasurer
Joseph E. Motzkin............     55    Vice President - Corporate Development
Arthur Streeter..............     38    Vice President and General Counsel


     The principal  occupation and business  experience for at least the last
five years of each  executive  officer  of the  Company,  other  than  executive
officers also serving as Directors, is set forth below.

     Joseph E. Motzkin.  Mr. Motzkin has been a Vice President of the Company
since August 1996. From 1994 to 1996, Mr. Motzkin was a General Manager at Prins
Recycling Corporation where he established recycling programs, and directed
sales programs and customer service activities.  From 1989 to 1994, he was a
General Manager at Laidlaw Waste Systems where he was responsible for their
New England operations.  Mr. Motzkin has 26 years in the solid waste management
business.


                                   
<PAGE>



     Arthur  Streeter.  Mr. Streeter has been Vice President and General Counsel
since February 1988.  Prior to joining the Company he was a Partner at Goldstein
Manello, a 60 lawyer firm based in Boston, Massachusetts where he gained 12
years of experience representing both private and public companies.


     Each of the executive  officers holds his or her respective office until
the regular annual meeting of the Board of Directors following the annual
meeting of stockholders and until his or her successor is elected and qualified
or until his or her earlier resignation or removal.

Compliance with Section 16(a) of the Exchange Act

     Section  16(a) of the  Exchange Act  requires  the  Company's  executive
officers and directors,  and persons who own more than 10% of a registered class
of the Company's equity securities,  to file reports of ownership and changes in
ownership with the SEC and the Nasdaq Small-Cap Market. Officers,  directors and
greater  than 10%  stockholders  are required by SEC  regulation  to furnish the
Company  with copies of all  Section  16(a)  forms they file.  To the  Company's
knowledge, based solely on review of the copies of such reports furnished to the
Company and written  representations  that no other reports were required during
the fiscal year ended December 31, 1997,  all Section 16(a) filing  requirements
applicable to its executive officers,  directors and greater than 10% beneficial
owners were satisfied.

Item 11.  Executive Compensation

Director Compensation

     The Company does not currently pay cash  compensation  to its directors.
Non-employee directors are entitled to stock option grants under the Amended and
Restated  Waste  Systems   International,   Inc.  1995  Stock  Option  Plan  for
Non-Employee Directors (the "Director Plan"). The Director Plan provides for the
automatic granting to Independent Directors (as defined in the Director Plan) of
options that do not qualify as incentive  stock  options  (referred to as "Stock
Options")  under Section 422 of the Code.  Under the terms of the Director Plan,
each  Independent  Director  who first  becomes a Director  of the Company on or
after June 30, 1997 shall automatically be granted on the date he or she becomes
a Director of the  Company a Stock  Option to  purchase  4,000  shares of Common
Stock. In addition,  the Director Plan provides that each  Independent  Director
shall  automatically be granted, at the beginning of each calendar year in which
he or she is serving as an Independent Director, a Stock Option to acquire 2,000
shares of Stock.  Each Independent  Director entering service after the start of
any calendar year will  automatically be granted on the effective date of his or
her Board  membership  a Stock  Option to acquire a portion  of 2,000  shares of
Stock  prorated to reflect the  remaining  portion of such  calendar  year.  The
exercise  price per share  for the  Common  Stock  covered  by any Stock  Option
granted  under the Director  Plan shall be equal to the fair market value of the
Common Stock on the date such option is granted.

     Other  than  Stock  Options to  acquire  4,000  shares of Stock  granted
automatically  to each new director joining the Board on or after June 30, 1997,
which Stock  Options vest  immediately  upon grant,  options  granted  under the
Director  Plan  shall  vest at a rate of 25% of the  total  number  of shares of
Common Stock purchasable under such option for each year that the holder remains
a Director of the Company,  such vesting to take place at the end of each of the
first four calendar years following  issuance of such options.  An option issued
under the Director  Plan shall not be  exercisable  after the  expiration of ten
years from the date of grant.

Executive Compensation

     Summary Compensation Table. The following table sets forth the aggregate
cash  compensation  paid by the Company  with  respect to the fiscal years ended
December 31, 1997, 1996 and 1995 to the Company's  Chief  Executive  Officer and
the two other  senior  executive  officers  in office on  December  31, 1997 who
earned at least $100,000 in cash compensation  during 1997 (the "Named Executive
Officers").



<PAGE>



                          SUMMARY COMPENSATION TABLE


                                                                      Long-Term
                                                                   Compensation
                                                                       Awards
                                                        Annual         Shares
                                                    Compensation      Underlying
                                                        Salary       Options (1)
Name and Principal Position                   Year        ($)            (#)
---------------------------                   ----    --------------------------

Philip Strauss(2)                             1997     162,504           522,859
Chairman of the Board,                        1996     150,000         50,000(3)
President and Chief                           1995     43,750             40,000
Executive Officer

Robert Rivkin                                 1997     162,504           522,859
Executive Vice President -                    1996     150,000            41,250
Acquisitions, Chief Financial Officer,
Secretary and Treasurer                       1995     150,000             8,750

Joseph Motzkin(4)                             1997     110,000            19,300
Vice President -
Corporate Development



(1)    All information with respect to outstanding  options,  including shares
       issuable or issued and exercise  prices payable or paid per share,  has
       been  adjusted  to reflect  the 1-for-5  reverse  stock split  effected
       February 13, 1998.

(2)    Mr. Strauss has been the Chief Executive Officer and President since
       March 27, 1996 and Chairman of the Board since June 24, 1996.  Previously
       Mr.Strauss had been Executive Vice President and Chief Operating Officer
       since September 19, 1995.

(3)    Includes the options to acquire 40,000 shares of Common Stock granted in
       1995 and repriced in 1996.

(4)    Includes Mr. Motzkin's salary for 1997 only as Mr. Motzkin did not join
       the Company until the third quarter of 1996.


<PAGE>

     Option Grants in Fiscal Year 1997.  The following  table sets forth the
options  granted  during  fiscal year 1997 and the value of the options  held on
December 31, 1997 by the Company's Named Executive Officers.


<TABLE>


                         OPTION GRANTS IN FISCAL YEAR 1997 (1)

<CAPTION>

                                          Percent of Total
                        Number of         Options Granted       Exercise or
                    Shares Underlying     to Employees in       Base Price     Expiration       Grant Date
Name                Options Granted(#)        Fiscal Year        ($ /share)         Date      Present Value$(2)
----                ------------------    -------------------    ----------    -------------  --------------   
<S>                 <C>                   <C>                    <C>           <C>            <C>    
Philip Strauss        522,859                   44%               $1.406        6/30/07           $280,096
Robert Rivkin         522,859                   44%               $1.406        6/30/07           $280,096
Joseph Motzkin         19,300                    2%               $1.406        6/30/07            $10,339
------------------
</TABLE>

(1)      All information with respect to outstanding  options,  including shares
         issuable or issued and exercise  prices payable or paid per share,  has
         been  adjusted  to reflect  the 1-for-5  reverse  stock split  effected
         February 13, 1998.

(2)      The grant date present  value was  determined  using the Black  Scholes
         option pricing model with the following  weighted average  assumptions;
         volatility,  30%; expected dividend yield, 0%; risk free interest rate,
         5.499% and expected life, 5 years.

         Option Exercises and Year-End Holdings.  The following table sets forth
the options  exercised during fiscal year 1997 and the value of the options held
on December 31, 1997 by the Company's Named Executive Officers.
<TABLE>

                  AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1997
                     AND FISCAL YEAR-END 1997 OPTION VALUES
<CAPTION>

                        Number of                           Securities Underlying               Value of Unexercised
                        Shares                              Unexercised Options               in-the-Money Options
                      Acquired On         Value              at Fiscal Year-End (#)          at Fiscal Year-End ($)
                                                             ----------------------          ----------------------
Name                 Exercise (#)     Realized ($)       Exercisable   Unexercisable       Exercisable   Unexercisable
 ---------------     --------------   --------------    -------------  -------------       ------------  -------------
<S>                  <C>              <C>               <C>            <C>                 <C>    <C>

Philip Strauss            0                 0              50,000         522,859           $117,200        $1,225,581
Robert Rivkin             0                 0              50,000         522,859            117,200         1,225,581
Joseph Motzkin            0                 0               2,500          26,800              5,860            62,819

</TABLE>



     Employment  Agreements.  On June 30, 1997,  the Company and Mr. Strauss
entered into an employment  agreement.  The terms of the  agreement  provide (i)
that Mr.  Strauss  shall serve as the Company's  President  and Chief  Executive
Officer,  (ii) that he receive a salary of  $175,000  per year and (iii) that he
agree not to compete with the Company  following  termination  of his employment
for a period  of one year  following  the  termination.  In the  event  that Mr.
Strauss is terminated  for cause,  he shall not be bound to the  non-competition
provisions. The Company's agreement with Mr. Strauss is effective until June 30,
1999 and, absent ninety-day  notice from either party to the contrary,  shall be
extended  automatically for subsequent one-year terms upon the expiration of the
agreement.  The Company's  agreement  with Mr.  Strauss may be terminated at any
time by the mutual consent of the parties.



<PAGE>



     On June 30, 1997, the Company and Mr. Rivkin entered into an employment
agreement. The terms of the agreement provide (i) that Mr. Rivkin shall serve as
the Company's Vice President,  Chief Financial Officer, Secretary and Treasurer,
(ii) that he receive a salary of  $175,000  per year and (iii) that he agree not
to compete with the Company following termination of his employment for a period
of one  year  following  the  termination.  In the  event  that  Mr.  Rivkin  is
terminated for cause, he shall not be bound to the  non-competition  provisions.
The Company's  agreement  with Mr. Rivkin is effective  until June 30, 1999 and,
absent  ninety-day  notice from either party to the contrary,  shall be extended
automatically  for  subsequent   one-year  terms  upon  the  expiration  of  the
agreement. The Company's agreement with Mr. Rivkin may be terminated at any time
by the mutual consent of the parties.


Compensation Committee Interlocks and Insider Participation

     Jay Matulich and Dr. Simmons served on the Compensation Committee until
June 24, 1997.  Currently, Philip W.Strauss, Charles Johnston and Judy K.
Mencher serve on the Compensation Committee.  Philip W. Strauss, in addition to
serving as a member of the Compensation Committee is the Chief Executive Officer
and President.  No other members of the Compensation Committee in 1997 ever
served as an officer of the Company.



<PAGE>




Item 12.  Security Ownership of Certain Beneficial Owners and Management

         The following table presents information as to all directors and senior
executive  officers  of the Company as of April 15, 1998 and persons or entities
known to the Company to be  beneficial  owners of more than 5% of the  Company's
Common  Stock  as of  April  15,  1998,  unless  otherwise  indicated,  based on
representations of officers and directors of the Company and filings received by
the Company on Schedules 13D and 13G or Form 13F under the  Securities  Exchange
Act of 1934, as amended (the "Exchange Act").

<TABLE>

                              Beneficial Ownership
<CAPTION>


                                                                                Series A
                                      Common Stock                              Preferred Stock(1)
                                  ------------------------                      -------------------

                                      # of  Shares     % of Class               # of Shares       % of Class
Directors, Executive Officers and     Beneficially     Beneficially             Beneficially      Beneficially
5% Stockholders(3)                    Owned            Owned(3)                 owned             Owned
------------------------------------- ---------------- ------------------------ ----------------- -------------------
                                      ---------------- ------------------------ ----------------- -------------------
<S>                                   <C>              <C>                      <C>               <C>

B-III Capital Partners, L.P.(5)         11,851         *                        50,000          54.00%
c/o DDJ Capital Management, LLC
141 Linden Street
Wellesley, MA 02181

The Prudential Insurance Company of     78,260         2.00%                     7,219           7.80%
America  (6)
100 Mulberry Street
Newark, NJ  07102

PaineWebber High Income Fund (7)          
                                       374,963         9.58%                     2,383           2.57%
1285 Avenue of the Americas
New York, NY  10019

David J. Breazzano(8)                    4,000          *                         --              --
 
Charles Johnston(9)                      4,000          *                         --              --

Jay Matulich(10)                         10,800          *                         --              --

Judy K. Mencher(8)                       4,000          *                         --              --

Joseph Motzkin(11)                        3,125          *                         250             *

William B. Philipbar(12)                 4,000          *                         --              --

Robert Rivkin(13)                       50,175         1.28%                      250             *

Philip W. Strauss(14)                   50,000         1.28%                      250             *

All directors and officers as a        130,100         3.33%                      750             *
Group (8 persons)

*       less than 1%  

</TABLE>

<PAGE>


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

(1)     Does not include shares issuable upon conversion of the Series A 
        Preferred Stock.

(2)     As of April 15,  1998 there  were  92,580  shares of Series A  Preferred
        Stock  issued  and   outstanding.   The  Series  A  Preferred  Stock has
        a liquidation value of $100.00 per share and is convertible into Common 
        Stock at a conversion price of $1.40625 per share of Common Stock (which
        conversion price may be adjusted under certain circumstances), upon the 
        occurrence of certain events not within the control of the holders of 
        the Series A Preferred Stock.  This corresponds to a current conversion
        ratio of approximately 71.11 shares of Common Stock per share of Series 
        A Preferred Stock.  The Series A Preferred Stock is also redeemable (a) 
        at the Company's  option for Common Stock, if the Company's closing 
        Common Stock price for any 20 consecutive trading days
        occurring  after June 26, 1998 equals or exceeds  $2.8125 and (b) at the
        Company's  option for cash equal to the redemption price as set forth in
        the  Certificate of Designation of the Series A Preferred  Stock, if any
        Series A Preferred  Stock is  outstanding on June 26, 2002, in each case
        subject to certain trading requirements. If all Series A Preferred Stock
        were converted at the current  conversion  price they would be converted
        into 6,583,549 shares of Common Stock representing 62.72 % of the Common
        Stock on a fully diluted basis.

(3)     The persons named in the table have sole voting and investing power with
        respect to all shares  shown as  beneficially  owned by them  subject to
        community  property laws where applicable and the information  contained
        in footnotes to this table.

(4)     Based on 3,912,431 shares of Common Stock issued and outstanding as of
        April 15, 1998.

(5)    Includes  11,851 shares of Common Stock currently owned and 50,000 shares
       of Preferred Stock  currently  owned that are convertible  into 3,555,550
       shares of Common Stock. DDJ Capital Management, LLC ("DDJ") serves as the
       investment  manager  to  B-III  Capital  Partners,  L.P.  ("B  III");  an
       affiliate of DDJ acts as the general partner of B III.  Assuming 
       conversion of all outstanding Preferred Stock into Common Stock B III
       would own approximately 32.06% of the Common Stock.  

(6)    Based on information supplied by The Prudential Insurance Company of
       America ("Prudential"), as of March 14, 1998.  Includes 78,260 shares of
       Common Stock currently owned and 7,219 shares of Convertible Preferred 
       Stock currently owned that are convertible into 513,351 shares of Common
       Stock. Assuming conversion of all outstanding Preferred Stock into Common
       Stock, Prudential would hold approximately 5.31% of the Common Stock.  
       The Common Stock and Convertible Preferred Stock are held for the
       benefit of certain registered investment companies over which Prudential
       or The Prudential Investment Corporation ("PIC") may have direct or
       indirect voting and/or investment discretion, with respect to which
       Prudential has advised the Company that Prudential and PIC disclaim
       beneficial ownership.

(7)    Includes 374,963 shares of Common Stock currently owned and 2,383 shares
       of Preferred Stock currently owned that are convertible into 169,458 
       shares of Common Stock.  Assuming conversion of all outstanding Preferred
       Stock into Common Stock, the PaineWebber High Income Fund would own 
       approximately 4.89% of the Common Stock.  


(8)     Includes 4,000 shares subject to stock options which are fully vested
        and currently exercisable and excludes those shares owned by B III,
        which Mr. Breazzano and Ms. Mencher may be deemed to beneficially own
        as a result of Mr.Breazzano's and Ms.Mencher's interest in DDJ, however,
        such beneficial ownership is disclaimed.  Both Mr. Breazzano and
        Ms. Mencher are managing members of DDJ.

(9)     Includes 4,000 shares subject to stock options which are fully vested
        and currently exercisable.

(10)    Includes 9,300 shares of Common Stock currently owned and 1,500 shares
        subject to stock options which are fully vested and currently
        exercisable.

(11)    Includes  625 shares of Common  Stock  currently  owned and 2,500 shares
        subject  to  stock   options   which  are  fully  vested  and  currently
        exercisable. Also includes 250 shares of Preferred Stock currently owned
        that are convertible into 17,780 shares of Common Stock.

(12)    Includes 4,000 shares subject to stock options which are fully vested
        and currently exercisable.

(13)    Includes 175 shares of Common Stock  currently  owned and 50,000  shares
        subject  to  stock   options   which  are  fully  vested  and  currently
        exercisable. Also includes 250 shares of Preferred Stock currently owned
        that are convertible into 17,780 shares of Common Stock.

(14)    Includes  50,000 shares  subject to stock options which are fully vested
        and currently  exercisable.  Also includes 250 shares of Preferred Stock
        that are convertible into 17,780 shares of Common Stock.




<PAGE>


--------------------------------------------------------------------------------
Item 13.  Certain Relationships and Related Transactions
--------------------------------------------------------------------------------

    Jay Matulich, a Director of the Company, is a Managing Director of ICG,
which holds 11,549 Placement Agent Warrants at an exercise price of $11.50 per
share.  ICG received these securities as part of a total compensation  package
including 40,000 shares of Common Stock and 144,000 Placement Agent Warrants,
together with a gross fee of $808,000, as consideration for placement agent
services  rendered on behalf of the Company during March and April 1995. ICG was
also the placement agent for the private placement of Units in October and
November 1995 consisting of convertible debentures and Series F Warrants to
overseas  investors.  In connection with this overseas offering, ICG received a
fee calculated as 8% of gross proceeds, resulting in approximately $896,000, and
140,313 warrants to purchase shares of the Company's Common Stock at an exercise
price of $50.00 per share. In June 1996, ICG was also the placement agent for an
overseas' offering of the Company's Common Stock.  In connection with this
offering, ICG received a fee calculated at 8% of gross proceeds, resulting in
approximately $513,000.  In addition, the Company exchanged 140,313 Warrants
exercisable at a price of $50.00 into 70,000 Warrants exercisable at a price of
$17.50. Through March 29, 1996, ICG also had a continuing relationship with the
Company pursuant to which ICG provided advisory and investment banking services
to the Company, principally in connection with financing matters.  The Company
paid ICG $4,500 per month for such services,  beginning on March 29, 1995.  The
terms of this relationship were comparable to terms that would have been
obtainable from unaffiliated sources.

    B-III Capital Partners, L.P. holds 50,000 shares of the Company's Series
A  Preferred  Stock.  B III  purchased  these  securities  in June 1997 from the
Company during the Company's private placement.  Holders of the Series  A
Preferred Stock are entitled to receive, when, as and if declared by the Board
of  Directors, cumulative dividends at the annual rate of $8.00 per share for
each of the three years following June 26, 1997, and at the annual rate of
$14.00 per share thereafter.  Dividends are payable annually in arrears on June
26 of each year, commencing on June 26, 1998, in preference to and with priority
over dividends on the Common Stock.  The Series A Preferred Stock is convertible
into Common Stock at a conversion  price of $1.40625 per share of Common  Stock,
which conversion price may be reset to a lower conversion  price  upon the
occurrence of certain events. The Series A Preferred Stock is also redeemable at
the Company's option after one year,  subject to certain trading  requirements.
Each share of Series A  Preferred Stock  entitles the holder thereof to such
number of votes per share as shall equal the number of shares of Common  Stock
into which each share of Preferred Stock is then convertible. The holders of the
Series A Preferred  Stock have the right to vote  together as a single  class to
elect four (4) directors to the Board of Directors of the Corporation,  two of
whom shall be designated  by B III. B III has  nominated  Mr. Breazzano and Ms.
Mencher to serve on the Company's Board of Directors.

    Pursuant to a bridge loan transaction in February, 1998, B III was issued
11,851 shares of the Company's Common Stock and a Subordinated Promissory Note
in the amount of $4,000,000 which will mature on May 13, 1998.



<PAGE>



    On December 15, 1997, the Board of Directors voted to retain Mr. William
Philipbar, a Non-Employee Director of the Company, as a part-time consultant in
connection with the Company's consideration of proposed acquisitions and other
strategic matters.  Mr. Philipbar's compensation for providing such consulting
services for up to four days per month, as requested by the Company, will
consist of grants of options to acquire 25,000 shares of Common Stock to be
granted on  January 1 of 1998 and each succeeding year so long as Mr. Philipbar
continues to be so retained by the  Company.  Such grants will be made under an
amendment, subject to stockholder approval, of the Company's Amended and
Restated 1995 Stock Option and Incentive Plan (the "Plan") permitting the grant
of options and other benefits under the Plan to Non-Employee Directors,
consultants and other key persons.  Each such option granted to Mr. Philipbar
under such consulting arrangement (a) shall remain outstanding for a term of ten
years, subject to termination 90 days following the date of termination of
Mr.Philipbar's consulting arrangement with the Company; (b) shall be exercisable
at an exercise price per share equal to the closing  price of the Common Stock
on its principal trading market on the first trading day on or after the date of
issuance; (c) shall initially be unvested, and shall vest in full on the date
one year after the date of issuance, provided that Mr. Philipbar has been
retained as a consultant by the Company and has been ready, willing and able to
perform services as such consultant during such one year period; and (d) shall
be a non-qualified stock option for income tax purposes.  Under such consulting
arrangement, Mr. Philipbar received options on January 1, 1998 to acquire
25,000 shares of Common Stock at an exercise  price per share of $3.75,  vesting
according to the terms described above and subject to Stockholder approval.
--------------------------------------------------------------------------------



<PAGE>


   Part IV, Item 14, sub-section entitled "Exhibits" of the Form 10-K filed
with the Securities and Exchange  Commission on March 27, 1997 is hereby amended
and restated as follows:
--------------------------------------------------------------------------------
                                        PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

Exhibits

    Exhibit No.                        Description

      2.1               Articles of Merger of BioSafe International, Inc., a
                        Nevada Corporation, with and into Waste Systems
                        International, Inc., a Delaware Corporation, filed
                        October 24, 1997 (Incorporated by reference to Exhibit
                        2.1 to Form 10-Q For the Quarterly Period Ended
                        September 30, 1997 of Waste Systems International, Inc.)

      2.2               Certificate of Merger of BioSafe International, Inc.,
                        a Nevada  Corporation,  with and into  Waste  Systems
                        International,  Inc., a Delaware  Corporation,  filed
                        October 24,  1997 and  effective  October  27,  1997.
                        (Incorporated  by  reference  to Exhibit  2.2 to Form
                        10-Q For the  Quarterly  Period Ended  September  30,
                        1997 of Waste Systems International, Inc.)

      2.3               Agreement and Plan of Merger dated October 17, 1997 by
                        and between BioSafe International, Inc. a Nevada
                        Corporation and Waste Systems International, Inc. a
                        Delaware Corporation. (Incorporated by reference to
                        Exhibit 2.3 to Form 10-Q For the Quarterly Period Ended
                        September 30, 1997 of Waste Systems International, Inc.)

      3(i).1            Second Amended and Restated Certificate of Incorporation
                        of Waste Systems International, Inc. filed February 13,
                        1998.**

      3(i).2            Certificate of Designations of Series B Convertible
                        Preferred Stock of Waste Systems International, Inc
                        filed March 5, 1998.**

      3(i).3            Certificate of Corrections to the Second Amended and
                        Restated Certificate of Incorporation of Waste Systems
                        International, Inc.  (as filed February 13, 1998), filed
                        March 17, 1998.**

      3(ii).1           Bylaws of the Company, adopted and effective as of
                        October 27, 1997.*

      4.1               Form of Placement Agent Warrant. (Incorporated by
                        reference to Exhibit No. 4.9 to the Registration
                        Statement on Form S-1 of BioSafe International, Inc.,
                        No. 33-93966.  As filed on June 26, 1995)

      4.2               Form of Series F Warrant Certificate. (Incorporated by
                        reference to Exhibit No. 4.10 to Form 10-K For the
                        Fiscal Year Ended December 31, 1995 of BioSafe
                        International, Inc.)

      4.3               Series F Warrant Agreement. (Incorporated by reference
                        to Exhibit No. 4.10 to Form 10-K For the Fiscal Year
                        Ended December 31, 1995 of BioSafe International, Inc.)



<PAGE>



      4.4               Certificate of Designation of Series A Convertible
                        Preferred Stock of Waste Systems International, Inc.
                        filed October 20, 1997 (Refer to Exhibit 3(i).3 above).

      4.5               Certificate of Designation of Series B Convertible
                        Preferred Stock of Waste Systems International, Inc.
                        filed October 20, 1997 (Refer to Exhibit 3(i).2 above).

      4.6               Amended and Restated Subscription Agreement dated as of
                        June 30, 1997 (Incorporated by reference to Exhibit 4.2
                        to Form 10-Q for the Quarterly Period Ended September
                        30, 1997 of Waste Systems International, Inc.)

      10.1              Amended and Restated Joint Venture Agreement between
                        BioSafe, Inc. and BioMed Environmental Systems, Inc.,
                        dated December 24, 1992.  (Incorporated by reference to
                        Exhibit No. 10.1 to the Registration Statement on Form
                        S-1 of BioSafe International, Inc., No. 33-93966 as
                        filed on June 26, 1995.)

      10.2              Agreement between BioSafe, Inc. and the Town of
                        Fairhaven, Massachusetts, dated July 24, 1995.
                        (Incorporated by reference to Exhibit No. 10.2 to the
                        Registration Statement on Form S-1 of BioSafe
                        International, Inc., No. 33-93966 as filed on June 26,
                        1995.)

      10.3              Letter Agreement from the Town of Fairhaven to the
                        Company, dated June 20, 1995. (Incorporated by reference
                        to Exhibit No. 10.3 to the Registration Statement on
                        Form S-1 of BioSafe International, Inc., No. 33-93966 as
                        filed on June 26, 1995.)

      10.4              Agreement and Plan of Merger dated as of March 17, 1995,
                        among the Company, Zoe Resources, Inc., certain
                        stockholders of the Company and BioSafe, Inc.
                        (Incorporated by Reference to Exhibit 2.1 of the
                        Company's Current Report on Form 8-K, dated March 29,
                        1995.)

      10.5              1995 Stock Option Plan. (Incorporated by Reference to
                        Exhibit 10.1 of the Company's Current Report on Form
                        8-K, dated March 29, 1995.)

      10.6              Agreement between BioSafe, Inc. and the Town of South
                        Hadley, Massachusetts, dated August 22, 1995.
                        (Incorporated by reference to Exhibit No. 10.12 to the
                        Registration Statement on Form S-1 of BioSafe
                        International, Inc., No. 33-93966 as filed on June 26,
                        1995.)

      10.7              Form of 10% Convertible, Redeemable, Subordinated Note
                        Due 2000. (Incorporated by reference to Exhibit No.
                        10.15 to the Registration Statement on Form S-1 of
                        BioSafe International, Inc., No. 33-93966 as filed on
                        June 26, 1995.)

      21.1              Schedule of Subsidiaries.**

*   Filed herewith.
** Filed previously with the Form 10-K on March 27, 1997.




<PAGE>


------------------------------------------------------------------------------- 
                              SIGNATURES
--------------------------------------------------------------------------------

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                       WASTE SYSTEMS INTERNATIONAL, INC.

Date: April 30, 1998                   By: /s/Robert Rivkin
                                       -----------------
                                           Robert Rivkin
                                           executive Vice President, Chief
                                           Financial Officer, Treasurer and
                                           Secretary (Principal Financial and
                                           Accounting Officer)




                                                      
EXHIBIT 3(ii).1


                                     BYLAWS

                                       OF

                        WASTE SYSTEMS INTERNATIONAL, INC.



                                    ARTICLE I

                                  Stockholders

         SECTION 1. Annual Meeting.  The annual meeting of stockholders shall be
held at the hour,  date and place  within or without the United  States which is
fixed by the majority of the Board of Directors,  the Chairman of the Board,  if
one is elected, or the President, which time, date and place may subsequently be
changed at any time by vote of the Board of Directors.  If no annual meeting has
been held for a period of thirteen  months after the  Corporation's  last annual
meeting of stockholders, a special meeting in lieu thereof may be held, and such
special  meeting shall have, for the purposes of these Bylaws or otherwise,  all
the force and effect of an annual meeting.  Any and all references  hereafter in
these  Bylaws to an annual  meeting or annual  meetings  also shall be deemed to
refer to any special meeting(s) in lieu thereof.

         SECTION 2. Matters to be Considered at Annual  Meetings.  At any annual
meeting of  stockholders  or any  special  meeting in lieu of annual  meeting of
stockholders (the "Annual Meeting"),  only such business shall be conducted, and
only such  proposals  shall be acted upon, as shall have been  properly  brought
before such Annual  Meeting.  To be  considered  as properly  brought  before an
Annual  Meeting,  business must be: (a) specified in the notice of meeting,  (b)
otherwise  properly  brought  before the meeting by, or at the direction of, the
Board of Directors,  or (c) otherwise properly brought before the meeting by any
holder of record  (both as of the time  notice of such  proposal is given by the
stockholder  as set forth below and as of the record date for the Annual Meeting
in question) of any shares of capital stock of the Corporation  entitled to vote
at such Annual  Meeting who  complies  with the  requirements  set forth in this
Section 2.



<PAGE>



         In addition to any other  applicable  requirements,  for business to be
properly  brought  before an Annual  Meeting by a  stockholder  of record of any
shares  of  capital  stock  entitled  to  vote  at  such  Annual  Meeting,  such
stockholder  shall:  (i) give timely notice as required by this Section 2 to the
Secretary  of the  Corporation  and (ii) be present at such  meeting,  either in
person or by a representative.  For all Annual Meetings,  a stockholder's notice
shall be timely if delivered  to, or mailed to and received by, the  Corporation
at its principal  executive  office not less than 75 days nor more than 120 days
prior to the anniversary  date of the immediately  preceding Annual Meeting (the
"Anniversary Date"); provided,  however, that in the event the Annual Meeting is
scheduled to be held on a date more than 30 days before the Anniversary  Date or
more than 60 days after the Anniversary  Date, a  stockholder's  notice shall be
timely if delivered  to, or mailed to and received  by, the  Corporation  at its
principal  executive office not later than the close of business on the later of
(A) the 75th day prior to the scheduled  date of such Annual  Meeting or (B) the
15th day  following  the day on which  public  announcement  of the date of such
Annual Meeting is first made by the Corporation.


         For purposes of these Bylaws,  "public  announcement"  shall mean:  (i)
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service, (ii) a report or other document filed
publicly  with  the  Securities  and  Exchange  Commission  (including,  without
limitation,  a Form 8-K),  or (iii) a letter or report sent to  stockholders  of
record of the Corporation at the time of the mailing of such letter or report.

         A  stockholder's  notice  to the  Secretary  shall set forth as to each
matter proposed to be brought before an Annual Meeting:  (i) a brief description
of the business the stockholder  desires to bring before such Annual Meeting and
the reasons for conducting such business at such Annual  Meeting,  (ii) the name
and address,  as they appear on the  Corporation's  stock transfer books, of the
stockholder proposing such business, (iii) the class and number of shares of the
Corporation's capital stock beneficially owned by the stockholder proposing such
business,  (iv) the names and addresses of the beneficial owners, if any, of any
capital stock of the Corporation  registered in such  stockholder's name on such
books,  and the class and number of shares of the  Corporation's  capital  stock
beneficially  owned by such  beneficial  owners,  (v) the names and addresses of
other stockholders  known by the stockholder  proposing such business to support
such proposal,  and the class and number of shares of the Corporation's  capital
stock  beneficially  owned by such  other  stockholders,  and (vi) any  material
interest of the stockholder proposing to bring such business before such meeting
(or any  other  stockholders  known  to be  supporting  such  proposal)  in such
proposal.



<PAGE>



         If the Board of Directors or a designated  committee thereof determines
that any  stockholder  proposal was not made in a timely  fashion in  accordance
with the  provisions  of this  Section 2 or that the  information  provided in a
stockholder's  notice  does not  satisfy the  information  requirements  of this
Section 2 in any material  respect,  such  proposal  shall not be presented  for
action at the Annual Meeting in question.  If neither the Board of Directors nor
such  committee  makes a  determination  as to the  validity of any  stockholder
proposal  in the manner set forth  above,  the  presiding  officer of the Annual
Meeting shall determine whether the stockholder  proposal was made in accordance
with the terms of this Section 2. If the presiding  officer  determines that any
stockholder  proposal was not made in a timely  fashion in  accordance  with the
provisions of this Section 2 or that the information provided in a stockholder's
notice does not satisfy the  information  requirements  of this Section 2 in any
material respect,  such proposal shall not be presented for action at the Annual
Meeting in question.  If the Board of Directors,  a designated committee thereof
or the presiding  officer  determines  that a  stockholder  proposal was made in
accordance with the requirements of this Section 2, the presiding  officer shall
so declare at the Annual  Meeting and ballots  shall be provided  for use at the
meeting with respect to such proposal.


         Notwithstanding  the foregoing  provisions of this Bylaw, a stockholder
shall also comply with all applicable  requirements  of the Securities  Exchange
Act of 1934,  as amended (the  "Exchange  Act"),  and the rules and  regulations
thereunder with respect to the matters set forth in this By-Law,  and nothing in
this  By-Law  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.

         SECTION 3. Special  Meetings.  Except as otherwise  required by law and
subject to the rights,  if any, of the holders of any series of Preferred  Stock
of the Corporation,  special meetings of the stockholders of the Corporation may
be called only by the Board of Directors  pursuant to a  resolution  approved by
the affirmative vote of a majority of the Directors then in office.

         SECTION 4. Matters to be  Considered  at Special  Meetings.  Only those
matters set forth in the notice of the  special  meeting  may be  considered  or
acted  upon at a special  meeting of  stockholders  of the  Corporation,  unless
otherwise provided by law.

         SECTION 5. Notice of Meetings;  Adjournments.  A written  notice of all
Annual  Meetings  stating the hour, date and place of such Annual Meetings shall
be given by the Secretary or an Assistant  Secretary (or other person authorized
by these  Bylaws or by law) not less  than 10 days nor more than 60 days  before
the Annual  Meeting,  to each  stockholder  entitled to vote thereat and to each
stockholder  who,  by law or under  the  Amended  and  Restated  Certificate  of
Incorporation  of the  Corporation  (as the same may hereafter be amended and/or
restated,  the "Certificate") or under these Bylaws, is entitled to such notice,
by delivering such notice to him or by mailing it, postage prepaid, addressed to
such  stockholder  at the  address  of such  stockholder  as it  appears  on the
Corporation's  stock transfer books. Such notice shall be deemed to be delivered
when hand delivered to such address or deposited in the mail so addressed,  with
postage prepaid.

         Notice of all special  meetings of  stockholders  shall be given in the
same manner as provided for Annual  Meetings,  except that the written notice of
all special  meetings  shall state the purpose or purposes for which the meeting
has been called.

         Notice of an Annual Meeting or special meeting of stockholders need not
be given to a  stockholder  if a written  waiver  of notice is signed  before or
after such  meeting by such  stockholder  or if such  stockholder  attends  such
meeting,  unless such attendance was for the express purpose of objecting at the
beginning of the meeting to the transaction of any business  because the meeting
was not lawfully  called or convened.  Neither the business to be transacted at,
nor the purpose of, any Annual Meeting or special meeting of  stockholders  need
be specified in any written waiver of notice.



<PAGE>



         The Board of  Directors  may  postpone and  reschedule  any  previously
scheduled  Annual Meeting or special meeting of stockholders and any record date
with respect thereto, regardless of whether any notice or public disclosure with
respect to any such meeting has been sent or made  pursuant to Section 2 of this
Article I or Section 3 of Article II hereof or otherwise.  In no event shall the
public  announcement  of an  adjournment,  postponement  or  rescheduling of any
previously scheduled meeting of stockholders  commence a new time period for the
giving of a  stockholder's  notice under Section 2 of Article I and Section 3 of
Article II of these Bylaws.


         When any meeting is  convened,  the  presiding  officer may adjourn the
meeting if (a) no quorum is present for the  transaction  of  business,  (b) the
Board of Directors  determines  that  adjournment is necessary or appropriate to
enable  the  stockholders  to  consider  fully  information  which  the Board of
Directors  determines  has not been made  sufficiently  or timely  available  to
stockholders,  or (c) the Board of  Directors  determines  that  adjournment  is
otherwise in the best interests of the  Corporation.  When any Annual Meeting or
special  meeting of  stockholders  is adjourned to another hour,  date or place,
notice need not be given of the adjourned  meeting other than an announcement at
the  meeting at which the  adjournment  is taken of the hour,  date and place to
which the meeting is adjourned;  provided,  however,  that if the adjournment is
for more than 30 days,  or if after the  adjournment  a new record date is fixed
for the adjourned  meeting,  notice of the  adjourned  meeting shall be given to
each stockholder of record entitled to vote thereat and each stockholder who, by
law or under the Certificate or these Bylaws, is entitled to such notice.

         SECTION 6. Quorum. The holders of shares of voting stock representing a
majority of the voting power of the  outstanding  shares of voting stock issued,
outstanding  and entitled to vote at a meeting of  stockholders,  represented in
person or by proxy at such meeting,  shall constitute a quorum; but if less than
a quorum is present at a meeting,  the holders of voting  stock  representing  a
majority of the voting power present at the meeting or the presiding officer may
adjourn the meeting from time to time,  and the meeting may be held as adjourned
without  further  notice,  except as provided in Section 5 of this Article I. 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.  The stockholders present at a duly constituted meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders to leave less than a quorum.



<PAGE>



         SECTION 7.  Voting and  Proxies.  Stockholders  shall have one vote for
each share of stock  entitled to vote owned by them of record  according  to the
books  of  the  Corporation,   unless  otherwise  provided  by  law  or  by  the
Certificate.  Stockholders may vote either in person or by written proxy, but no
proxy shall be voted or acted upon after  three years from its date,  unless the
proxy provides for a longer period. Proxies shall be filed with the Secretary of
the meeting  before  being  voted.  Except as  otherwise  limited  therein or as
otherwise  provided by law, proxies shall entitle the persons authorized thereby
to vote at any  adjournment  of such meeting,  but they shall not be valid after
final  adjournment  of such  meeting.  A proxy with respect to stock held in the
name of two or more  persons  shall be valid if  executed by or on behalf of any
one of them  unless at or prior to the  exercise  of the  proxy the  Corporation
receives a specific written notice to the contrary from any one of them. A proxy
purporting  to be  executed  by or on  behalf of a  stockholder  shall be deemed
valid, and the burden of proving invalidity shall rest on the challenger.


         SECTION 8.  Action at  Meeting.  When a quorum is  present,  any matter
before any meeting of stockholders shall be decided by the vote of a majority of
the voting power of shares of voting stock,  present in person or represented by
proxy at such meeting and entitled to vote on such matter, except where a larger
vote is required by law, by the Certificate or by these Bylaws.  Any election by
stockholders  shall be determined by a plurality of the votes cast, except where
a larger vote is required by law, by the  Certificate  or by these  Bylaws.  The
Corporation  shall not directly or indirectly  vote any shares of its own stock;
provided,  however,  that the  Corporation  may vote shares  which it holds in a
fiduciary capacity to the extent permitted by law.

         SECTION 9. Action by Consent.  Any action  required or  permitted to be
taken by the Stockholders of the Corporation at any annual or special meeting of
stockholders  of the  Corporation  must be effected at a  duly-called  Annual or
Special  Meeting of  Stockholders  and may not be taken or effected by a written
consent of stockholders in lieu thereof.


         SECTION 10. Stockholder Lists. The Secretary or an Assistant  Secretary
(or the Corporation's  transfer agent or other person authorized by these Bylaws
or by law) shall prepare and make, at least 10 days before every Annual  Meeting
or special meeting of stockholders, a complete list of the stockholders entitled
to vote at the meeting,  arranged in alphabetical order, and showing the address
of each  stockholder  and the  number of shares  registered  in the name of each
stockholder.  Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least 10 days  prior to the  meeting,  either at a place  within  the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting,  or, if not so  specified,  at the place where the meeting is to be
held.  The list shall also be produced  and kept at the hour,  date and place of
the  meeting  during  the  whole  time  thereof,  and  may be  inspected  by any
stockholder who is present.

         SECTION 11.  Presiding  Officer.  The Chairman of the Board,  if one is
elected,  or if not  elected  or in his or her  absence,  the  President,  shall
preside at all Annual  Meetings or special  meetings of  stockholders  and shall
have the power, among other things, to adjourn such meeting at any time and from
time to time,  subject  to  Sections  5 and 6 of this  Article  I. The  order of
business and all other  matters of procedure at any meeting of the  stockholders
shall be determined by the presiding officer.



<PAGE>



         SECTION  12.  Voting  Procedures  and  Inspectors  of  Elections.   The
Corporation  shall,  in advance of any meeting of  stockholders,  appoint one or
more  inspectors to act at the meeting and make a written  report  thereof.  The
Corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate is able to act at a
meeting  of  stockholders,  the  presiding  officer  shall  appoint  one or more
inspectors  to act at the  meeting.  Any  inspector  may,  but need  not,  be an
officer, employee or agent of the Corporation.  Each inspector,  before entering
upon the discharge of his or her duties,  shall take and sign an oath faithfully
to execute the duties of inspector with strict impartiality and according to the
best of his or her  ability.  The  inspectors  shall  perform such duties as are
required by the General  Corporation  Law of the State of  Delaware,  as amended
from time to time (the "DGCL"), including the counting of all votes and ballots.
The  inspectors  may appoint or retain  other  persons or entities to assist the
inspectors in the  performance  of the duties of the  inspectors.  The presiding
officer may review all determinations made by the inspector(s),  and in so doing
the presiding officer shall be entitled to exercise his or her sole judgment and
discretion  and he or she shall not be bound by any  determinations  made by the
inspector(s).  All  determinations by the inspector(s)  and, if applicable,  the
presiding  officer shall be subject to further  review by any court of competent
jurisdiction.



                                   ARTICLE II

                                    Directors

         SECTION 1.  Powers.  The business and affairs of the Corporation shall 
be managed by or under the direction of the Board of Directors except as 
otherwise provided by the Certificate or required by law.

         SECTION 2. Number and Terms. The number of Directors of the Corporation
shall be fixed by  resolution  duly  adopted  from  time to time by the Board of
Directors.  The  Directors  shall  hold  office in the  manner  provided  in the
Certificate.

         SECTION 3. Director Nominations. Nominations of candidates for election
as directors of the  Corporation  at any Annual Meeting may be made only (a) by,
or at the  direction  of, a  majority  of the Board of  Directors  or (b) by any
holder of record (both as of the time notice of such  nomination is given by the
stockholder  as set forth below and as of the record date for the Annual Meeting
in question) of any shares of the capital stock of the  Corporation  entitled to
vote at such Annual  Meeting who  complies  with the timing,  informational  and
other requirements set forth in this Section 3. Any stockholder who has complied
with the timing,  informational and other requirements set forth in this Section
3 and who seeks to make such a  nomination,  or his, her or its  representative,
must be present in person at the  Annual  Meeting.  Only  persons  nominated  in
accordance with the procedures set forth in this Section 3 shall be eligible for
election as directors at an Annual Meeting.



<PAGE>



         Nominations,  other  than those  made by, or at the  direction  of, the
Board of  Directors,  shall be made  pursuant to timely notice in writing to the
Secretary  of the  Corporation  as set  forth in this  Section  3. For the first
Annual  Meeting  following  the initial  public  offering of common stock of the
Corporation,  a stockholder's  notice shall be timely if delivered to, or mailed
to and received by, the Corporation at its principal  executive office not later
than  the  close of  business  on the  later  of (A) the  75th day  prior to the
scheduled  date of such Annual  Meeting or (B) the 15th day following the day on
which public  announcement  of the date of such Annual  Meeting is first made by
the  Corporation.  For all subsequent  Annual Meetings,  a stockholder's  notice
shall be timely if delivered  to, or mailed to and received by, the  Corporation
at its principal  executive  office not less than 75 days nor more than 120 days
prior to the Anniversary Date; provided,  however,  that in the event the Annual
Meeting  is  scheduled  to be  held on a date  more  than  30  days  before  the
Anniversary   Date  or  more  than  60  days  after  the  Anniversary   Date,  a
stockholder's notice shall be timely if delivered to, or mailed and received by,
the  Corporation at its principal  executive  office not later than the close of
business  on the later of (i) the 75th day prior to the  scheduled  date of such
Annual  Meeting  or  (ii)  the  15th  day  following  the  day on  which  public
announcement  of  the  date  of  such  Annual  Meeting  is  first  made  by  the
Corporation.


         A  stockholder's  notice  to the  Secretary  shall set forth as to each
person whom the stockholder  proposes to nominate for election or re-election as
a director:  (i) the name, age,  business address and residence  address of such
person,  (ii) the principal  occupation or employment of such person,  (iii) the
class  and  number  of  shares  of the  Corporation's  capital  stock  which are
beneficially  owned by such person on the date of such stockholder  notice,  and
(iv)  the  consent  of each  nominee  to  serve  as a  director  if  elected.  A
stockholder's  notice  to  the  Secretary  shall  further  set  forth  as to the
stockholder giving such notice: (i) the name and address,  as they appear on the
Corporation's  stock transfer books,  of such  stockholder and of the beneficial
owners  (if  any)  of  the  Corporation's   capital  stock  registered  in  such
stockholder's  name and the name and address of other stockholders known by such
stockholder  to be  supporting  such  nominee(s),  (ii) the class and  number of
shares of the Corporation's capital stock which are held of record, beneficially
owned or represented by proxy by such stockholder and by any other  stockholders
known by such  stockholder to be supporting  such  nominee(s) on the record date
for the  Annual  Meeting  in  question  (if such date  shall then have been made
publicly  available) and on the date of such  stockholder's  notice, and (iii) a
description of all arrangements or  understandings  between such stockholder and
each  nominee and any other  person or persons  (naming  such person or persons)
pursuant  to  which  the  nomination  or  nominations  are to be  made  by  such
stockholder.

         If the Board of Directors or a designated  committee thereof determines
that any  stockholder  nomination  was not made in accordance  with the terms of
this Section 3 or that the information  provided in a stockholder's  notice does
not satisfy the  informational  requirements  of this  Section 3 in any material
respect,  then such nomination  shall not be considered at the Annual Meeting in
question.  If  neither  the  Board  of  Directors  nor  such  committee  makes a
determination  as to  whether  a  nomination  was  made in  accordance  with the
provisions of this Section 3, the presiding  officer of the Annual Meeting shall
determine  whether a nomination was made in accordance with such provisions.  If
the presiding officer determines that any stockholder nomination was not made in
accordance with the terms of this Section 3 or that the information  provided in
a stockholder's  notice does not satisfy the informational  requirements of this
Section 3 in any material respect,  then such nomination shall not be considered
at the Annual  Meeting in  question.  If the Board of  Directors,  a  designated
committee thereof or the presiding officer determines that a nomination was made
in accordance  with the terms of this Section 3, the presiding  officer shall so
declare at the Annual  Meeting  and  ballots  shall be  provided  for use at the
meeting with respect to such nominee.



<PAGE>



         Notwithstanding  anything to the contrary in the second sentence of the
second paragraph of this Section 3, 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  by the  Corporation  naming all of the  nominees for
director or specifying the size of the increased  Board of Directors at least 75
days prior to the  Anniversary  Date, a  stockholder's  notice  required by this
Section 3 shall also be considered timely, but only with respect to nominees for
any new positions  created by such  increase,  if such notice shall be delivered
to, or mailed to and received by, the  Corporation  at its  principal  executive
office not later than the close of business on the 15th day following the day on
which such public announcement is first made by the Corporation.


         No person  shall be elected by the  stockholders  as a Director  of the
Corporation unless nominated in accordance with the procedures set forth in this
Section.  Election of  Directors  at the annual  meeting  need not be by written
ballot, unless otherwise provided by the Board of Directors or presiding officer
at such annual meeting.  If written ballots are to be used,  ballots bearing the
names of all the persons who have been  nominated  for  election as Directors at
the annual  meeting in accordance  with the procedures set forth in this Section
shall be provided for use at the annual meeting.

         SECTION 4.  Qualification.  No Director need be a stockholder of the 
Corporation.

         SECTION 5. Vacancies.  Subject to the rights, if any, of the holders of
any series of Preferred  Stock of the Corporation to elect Directors and to fill
vacancies in the Board of Directors  relating thereto,  any and all vacancies in
the Board of Directors,  however occurring,  including,  without limitation,  by
reason  of an  increase  in  size  of the  Board  of  Directors,  or the  death,
resignation,  disqualification or removal of a Director,  shall be filled solely
by the affirmative vote of a majority of the remaining Directors then in office,
even if less than a quorum of the Board of Directors.  Any Director appointed in
accordance  with the preceding  sentence  shall hold office for the remainder of
the full  term of the  class of  Directors  in which  the new  directorship  was
created or the vacancy  occurred and until such Director's  successor shall have
been duly  elected  and  qualified  or until his or her earlier  resignation  or
removal.  Subject  to the  rights,  if any,  of the  holders  of any  series  of
Preferred  Stock of the  Corporation  to elect  Directors,  when the  number  of
Directors is increased or decreased,  the Board of Directors shall determine the
class or classes to which the increased or decreased  number of Directors  shall
be apportioned;  provided,  however, that no decrease in the number of Directors
shall shorten the term of any incumbent  Director.  In the event of a vacancy in
the Board of Directors, the remaining Directors, except as otherwise provided by
law, may exercise the powers of the full Board of Directors until the vacancy is
filled.

         SECTION 6.  Removal.  Directors may be removed from office in the 
manner provided in the Certificate.

         SECTION 7.  Resignation.  A Director may resign at any time by giving 
written notice to the Chairman of the Board, if one is elected, the President or
the Secretary.  A resignation shall be effective upon receipt, unless the 
resignation otherwise provides.


<PAGE>



         SECTION 8. Regular Meetings. The regular annual meeting of the Board of
Directors shall be held, without notice other than this By-Law, on the same date
and at the same place as the Annual  Meeting  following the close of such Annual
Meeting of Stockholders. Other regular meetings of the Board of Directors may be
held at such hour,  date and place as the Board of Directors  may by  resolution
from time to time determine without notice other than such resolution.


         SECTION 9. Special Meetings. Special meetings of the Board of Directors
may be called,  orally or in writing,  by or at the request of a majority of the
Directors,  the Chairman of the Board, if one is elected, or the President.  The
person  calling any such special  meeting of the Board of Directors  may fix the
hour, date and place thereof.

         SECTION 10. Notice of Meetings.  Notice of the hour,  date and place of
all special  meetings of the Board of Directors  shall be given to each Director
by the Secretary or an Assistant  Secretary,  or in case of the death,  absence,
incapacity or refusal of such persons,  by the Chairman of the Board,  if one is
elected,  or the President or such other  officer  designated by the Chairman of
the Board, if one is elected, or the President. Notice of any special meeting of
the Board of Directors shall be given to each Director in person,  by telephone,
or  by  telex,   telecopy,   telegram,  or  other  written  form  of  electronic
communication, sent to his or her business or home address, at least 24 hours in
advance of the meeting,  or by written  notice  mailed to his or her business or
home address, at least 48 hours in advance of the meeting.  Such notice shall be
deemed  to be  delivered  when  hand  delivered  to such  address,  read to such
Director by telephone,  deposited in the mail so addressed, with postage thereon
prepaid if mailed,  dispatched or transmitted if telexed or telecopied,  or when
delivered to the telegraph company if sent by telegram.

         When any Board of  Directors  meeting,  either  regular or special,  is
adjourned for 30 days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting. It shall not be necessary to give any notice
of the hour, date or place of any meeting  adjourned for less than 30 days or of
the business to be transacted thereat, other than an announcement at the meeting
at which  such  adjournment  is taken of the  hour,  date and place to which the
meeting is adjourned.

         A  written  waiver  of notice  signed  before  or after a meeting  by a
Director  and  filed  with the  records  of the  meeting  shall be  deemed to be
equivalent to notice of the meeting.  The  attendance of a Director at a meeting
shall  constitute  a waiver of notice of such  meeting,  except where a Director
attends a meeting for the express  purpose of objecting at the  beginning of the
meeting to the transaction of any business  because such meeting is not lawfully
called or convened.  Except as otherwise  required by law, by the Certificate or
by these Bylaws,  neither the business to be transacted  at, nor the purpose of,
any meeting of the Board of Directors  need be specified in the notice or waiver
of notice of such meeting.



<PAGE>



         SECTION  11.  Quorum.  At any  meeting  of the  Board of  Directors,  a
majority  of the  Directors  then in office  shall  constitute  a quorum for the
transaction  of business,  but if less than a quorum is present at a meeting,  a
majority of the Directors present may adjourn the meeting from time to time, and
the meeting may be held as adjourned without further notice,  except as provided
in Section 10 of this Article II. Any business which might have been  transacted
at the meeting as originally noticed may be transacted at such adjourned meeting
at which a quorum is present.


         SECTION 12. Action at Meeting. At any meeting of the Board of Directors
at which a quorum is present,  a majority of the Directors  present may take any
action on behalf of the Board of Directors, unless otherwise required by law, by
the Certificate or by these Bylaws.

         SECTION 13. Action by Consent.  Any action  required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
all members of the Board of Directors  consent thereto in writing.  Such written
consent  shall be  filed  with  the  records  of the  meetings  of the  Board of
Directors  and shall be treated  for all  purposes as a vote at a meeting of the
Board of Directors.

         SECTION 14.  Manner of  Participation.  Directors  may  participate  in
meetings of the Board of Directors by means of  conference  telephone or similar
communications  equipment by means of which all Directors  participating  in the
meeting  can hear each  other,  and  participation  in a meeting  in  accordance
herewith  shall  constitute  presence in person at such  meeting for purposes of
these Bylaws.

         SECTION 15. Committees.  The Board of Directors,  by vote of a majority
of the  Directors  then  in  office,  may  elect  from  its  number  one or more
committees,   including,   without  limitation,   an  Executive   Committee,   a
Compensation Committee, a Stock Option Committee and an Audit Committee, and may
delegate  thereto  some or all of its powers  except  those which by law, by the
Certificate  or by these  Bylaws  may not be  delegated.  Except as the Board of
Directors may  otherwise  determine,  any such  committee may make rules for the
conduct of its business, but unless otherwise provided by the Board of Directors
or in such rules, its business shall be conducted so far as possible in the same
manner as is provided by these Bylaws for the Board of Directors. All members of
such  committees  shall  hold  such  offices  at the  pleasure  of the  Board of
Directors.  The Board of Directors  may abolish any such  committee at any time.
Any  committee  to which the Board of Directors  delegates  any of its powers or
duties  shall keep  records of its  meetings  and shall report its action to the
Board of  Directors.  The Board of  Directors  shall have  power to rescind  any
action of any committee,  to the extent permitted by law, but no such rescission
shall have retroactive effect.

         SECTION 16.  Compensation  of Directors.  Directors  shall receive such
compensation  for their  services  as shall be  determined  by a majority of the
Board of Directors  provided that  Directors who are serving the  Corporation as
employees and who receive  compensation  for their  services as such,  shall not
receive any salary or other  compensation for their services as Directors of the
Corporation.


                                   ARTICLE III



<PAGE>



                                    Officers


         SECTION 1.  Enumeration.  The officers of the Corporation shall consist
of a President,  a Treasurer,  a Secretary and such other  officers,  including,
without  limitation,  a Chairman of the Board of Directors  and one or more Vice
Presidents  (including  Executive  Vice  Presidents or Senior Vice  Presidents),
Assistant Vice Presidents,  Assistant Treasurers and Assistant  Secretaries,  as
the Board of Directors may determine.

         SECTION  2.  Election.  At the  regular  annual  meeting  of the  Board
following the annual meeting of stockholders, the Board of Directors shall elect
the President, the Treasurer and the Secretary. Other officers may be elected by
the Board of Directors at such regular  annual meeting of the Board of Directors
or at any other regular or special meeting.

         SECTION  3.  Qualification.  No  officer  need  be a  stockholder  or a
Director.  Any person may occupy more than one office of the  Corporation at any
time. Any officer may be required by the Board of Directors to give bond for the
faithful  performance of his or her duties in such amount and with such sureties
as the Board of Directors may determine.

         SECTION 4. Tenure.  Except as otherwise  provided by the Certificate or
by these Bylaws, each of the officers of the Corporation shall hold office until
the regular annual  meeting of the Board of Directors  following the next annual
meeting of stockholders  and until his or her successor is elected and qualified
or until his or her earlier resignation or removal.

         SECTION 5. Resignation. Any officer may resign by delivering his or her
written  resignation  to  the  Corporation  addressed  to the  President  or the
Secretary,  and such  resignation  shall be effective  upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

         SECTION 6.  Removal.  Except as otherwise provided by law, the Board of
Directors may remove any officer with or without cause by the affirmative vote 
of a majority of the Directors then in office.

         SECTION  7.  Absence  or  Disability.  In the event of the  absence  or
disability of any officer,  the Board of Directors may designate another officer
to act temporarily in place of such absent or disabled officer.

         SECTION 8.  Vacancies.  Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors.



<PAGE>



         SECTION  9.  President.  Unless  otherwise  provided  by the  Board  of
Directors or the Certificate, the President shall be the Chief Executive Officer
of the  Corporation  and  shall,  subject  to the  direction  of  the  Board  of
Directors,  have general supervision and control of the Corporation's  business.
If there is no  Chairman of the Board or if he or she is absent,  the  President
shall preside, when present, at all meetings of stockholders and of the Board of
Directors.  The  President  shall have such other  powers and perform such other
duties as the Board of Directors may from time to time designate.


         SECTION 10. Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside, when present, at all meetings of the stockholders and of
the Board of  Directors.  The Chairman of the Board shall have such other powers
and shall  perform such other duties as the Board of Directors  may from time to
time designate.

         SECTION 11. Vice  Presidents  and Assistant Vice  Presidents.  Any Vice
President  (including any Executive Vice President or Senior Vice President) and
any  Assistant  Vice  President  shall have such powers and shall  perform  such
duties as the Board of Directors or the Chief Executive Officer may from time to
time designate.

         SECTION 12.  Treasurer and Assistant  Treasurers.  The Treasurer shall,
subject to the  direction of the Board of  Directors  and except as the Board of
Directors or the Chief  Executive  Officer may otherwise  provide,  have general
charge of the financial  affairs of the  Corporation  and shall cause to be kept
accurate  books of  account.  The  Treasurer  shall  have  custody of all funds,
securities, and valuable documents of the Corporation. He or she shall have such
other duties and powers as may be  designated  from time to time by the Board of
Directors or the Chief Executive Officer.

         Any Assistant  Treasurer shall have such powers and perform such duties
as the Board of Directors or the Chief  Executive  Officer may from time to time
designate.

         SECTION 13.  Secretary and Assistant  Secretaries.  The Secretary shall
record all the proceedings of the meetings of the  stockholders and the Board of
Directors (including committees of the Board) in books kept for that purpose. In
his or her absence from any such meeting,  a temporary  secretary  chosen at the
meeting shall record the proceedings thereof. The Secretary shall have charge of
the stock ledger (which may, however,  be kept by any transfer or other agent of
the  Corporation).  The  Secretary  shall  have  custody  of  the  seal  of  the
Corporation,  and the Secretary, or an Assistant Secretary, shall have authority
to affix it to any instrument  requiring it, and, when so affixed,  the seal may
be attested  by his or her  signature  or that of an  Assistant  Secretary.  The
Secretary shall have such other duties and powers as may be designated from time
to time by the Board of Directors or the Chief Executive Officer. In the absence
of the  Secretary,  any  Assistant  Secretary  may perform his or her duties and
responsibilities.

         Any Assistant  Secretary shall have such powers and perform such duties
as the Board of Directors or the Chief  Executive  Officer may from time to time
designate.

         SECTION 14.  Other  Powers and Duties.  Subject to these  Bylaws and to
such limitations as the Board of Directors may from time to time prescribe,  the
officers of the Corporation  shall each have such powers and duties as generally
pertain to their respective  offices,  as well as such powers and duties as from
time to time may be conferred  by the Board of Directors or the Chief  Executive
Officer.



<PAGE>



                                   ARTICLE IV


                                  Capital Stock

         SECTION 1. Certificates of Stock. Each stockholder shall be entitled to
a certificate  of the capital stock of the  Corporation in such form as may from
time to time be prescribed by the Board of Directors.  Such certificate shall be
signed  by the  Chairman  of the Board of  Directors,  the  President  or a Vice
President and by the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant  Secretary.  The  Corporation  seal and the  signatures by Corporation
officers,  the transfer  agent or the registrar may be  facsimiles.  In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been  placed on such  certificate  shall  have  ceased  to be such  officer,
transfer agent or registrar before such certificate is issued,  it may be issued
by the  Corporation  with the same  effect  as if he or she were  such  officer,
transfer  agent or registrar  at the time of its issue.  Every  certificate  for
shares of stock  which are  subject to any  restriction  on  transfer  and every
certificate  issued when the  Corporation  is  authorized to issue more than one
class or series of stock shall  contain such legend with  respect  thereto as is
required by law.

         SECTION 2.  Transfers.  Subject to any  restrictions  on  transfer  and
unless  otherwise  provided  by the Board of  Directors,  shares of stock may be
transferred  only  on the  books  of the  Corporation  by the  surrender  to the
Corporation  or its  transfer  agent  of the  certificate  theretofore  properly
endorsed or  accompanied by a written  assignment or power of attorney  properly
executed,  with transfer stamps (if necessary)  affixed,  and with such proof of
the  authenticity  of signature  as the  Corporation  or its transfer  agent may
reasonably require.

         SECTION 3. Record Holders.  Except as may otherwise be required by law,
by the  Certificate  or by these Bylaws,  the  Corporation  shall be entitled to
treat  the  record  holder  of stock as shown on its  books as the owner of such
stock for all purposes, including the payment of dividends and the right to vote
with respect thereto, regardless of any transfer, pledge or other disposition of
such  stock,  until  the  shares  have  been  transferred  on the  books  of the
Corporation in accordance with the requirements of these Bylaws.

         It shall be the duty of each  stockholder to notify the  Corporation of
his or her post office address and any changes thereto.



<PAGE>



         SECTION 4. Record Date. In order that the Corporation may determine the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof or entitled to receive payment of any dividend or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action,  the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors,  and which record date: (1) in the case of
determination  of stockholders  entitled to vote at any meeting of stockholders,
shall,  unless  otherwise  required by law, not be more than sixty nor less than
ten days  before  the  date of such  meeting  and (2) in the  case of any  other
action,  shall not be more than sixty days  prior to such  other  action.  If no
record date is fixed: (1) the record date for determining  stockholders entitled
to notice of or to vote at a meeting  of  stockholders  shall be at the close of
business  on the day next  preceding  the day on which  notice is given,  or, if
notice is waived,  at the close of business on the day next preceding the day on
which the meeting is held and (2) the record date for  determining  stockholders
for any other  purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.


         SECTION 5.  Replacement of  Certificates.  In case of the alleged loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be  issued in place  thereof,  upon such  terms as the  Board of  Directors  may
prescribe.


                                    ARTICLE V

                                 Indemnification

         SECTION 1.  Definitions.  For purposes of this  Article:  (a) "Officer"
means any  person  who  serves or has  served as a  Director  or  officer of the
Corporation  or in any other  office  filled by election or  appointment  by the
stockholders  or the  Board  of  Directors  of the  Corporation  and any  heirs,
executors,  administrators  or  personal  representatives  of such  person;  (b)
"Non-Officer  Employee" means any person who serves or has served as an employee
of the  Corporation,  but  who is not or was  not an  Officer,  and  any  heirs,
executors,  administrators  or  personal  representatives  of such  person;  (c)
"Proceeding"  means  any  threatened,  pending,  or  completed  action,  suit or
proceeding  (or  part  thereof),   whether  civil,   criminal,   administrative,
arbitrative or investigative,  any appeal of such an action, suit or proceeding,
and any inquiry or  investigation  which could lead to such an action,  suit, or
proceeding;  and (d) "Expenses" means any liability fixed by a judgment,  order,
decree or award in a Proceeding,  any amount  reasonably paid in settlement of a
Proceeding  and any  professional  fees and  other  expenses  and  disbursements
reasonably incurred in a Proceeding or in settlement of a Proceeding,  including
fines, taxes and penalties relating thereto.



<PAGE>



         SECTION 2. Officers. Except as provided in Section 4 of this Article V,
each Officer of the  Corporation  shall be indemnified  and held harmless by the
Corporation to the fullest extent  authorized by the DGCL, as the same exists or
may hereafter be amended (but,  in the case of any such  amendment,  only to the
extent that such amendment  permits the  Corporation  to provide  broader rights
than said law permitted  the  Corporation  to provide  prior to such  amendment)
against any and all  Expenses  incurred by such Officer in  connection  with any
Proceeding  in which such  Officer is  involved as a result of serving or having
served (a) as an Officer or  employee  of the  Corporation,  (b) as a  director,
officer or employee of any subsidiary of the Corporation, or (c) in any capacity
with any other corporation,  organization,  partnership, joint venture, trust or
other entity at the written request or direction of the  Corporation,  including
service with respect to employee or other benefit  plans,  and shall continue as
to an Officer after he or she has ceased to be an Officer and shall inure to the
benefit  of  his  or  her  heirs,   executors,   administrators   and   personal
representatives;  provided,  however,  that the Corporation  shall indemnify any
such Officer seeking  indemnification in connection with a Proceeding  initiated
by such Officer only if such Proceeding was authorized by the Board of Directors
of the Corporation.


         SECTION 3.  Non-Officer  Employees.  Except as provided in Section 4 of
this  Article  V, each  Non-Officer  Employee  of the  Corporation  may,  in the
discretion of the Board of Directors,  be indemnified by the  Corporation to the
fullest  extent  authorized  by the DGCL, as the same exists or may hereafter be
amended  (but, in the case of any such  amendment,  only to the extent that such
amendment  permits  the  Corporation  to provide  broader  rights  than said law
permitted the Corporation to provide prior to such amendment) against any or all
Expenses incurred by such Non-Officer Employee in connection with any Proceeding
in which such Non-Officer  Employee is involved as a result of serving or having
served (a) as a  Non-Officer  Employee  of the  Corporation,  (b) as a director,
officer or employee of any subsidiary of the Corporation, or (c) in any capacity
with any other corporation,  organization,  partnership, joint venture, trust or
other entity at the request or direction of the Corporation,  including  service
with  respect to employee or other  benefit  plans,  and shall  continue as to a
Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and
shall  inure  to the  benefit  of his or her  heirs,  personal  representatives,
executors  and  administrators;  provided,  however,  that the  Corporation  may
indemnify any such Non-Officer  Employee seeking  indemnification  in connection
with a Proceeding initiated by such Non-Officer Employee only if such Proceeding
was authorized by the Board of Directors of the Corporation.

         SECTION 4. Good Faith. No indemnification shall be provided pursuant to
this  Article V to an Officer or to a  Non-Officer  Employee  with  respect to a
matter as to which  such  person  shall  have been  finally  adjudicated  in any
Proceeding  not to have 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 Proceeding, had no reasonable cause to believe
his or her conduct was unlawful.  In the event that a Proceeding is  compromised
or  settled  prior  to final  adjudication  so as to  impose  any  liability  or
obligation upon an Officer or Non-Officer  Employee, no indemnification shall be
provided pursuant to this Article V to said Officer or Non-Officer Employee with
respect to a matter if there be a determination that with respect to such matter
such  person  did not act 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 Proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The determination contemplated by the preceding
sentence  shall be made by (i) a majority  vote of those  Directors  who are not
involved  in  such  Proceeding  (the  "Disinterested  Directors");  (ii)  by the
stockholders;  or (iii) if directed by a majority of Disinterested Directors, by
independent  legal counsel in a written opinion.  However,  if more than half of
the Directors are not Disinterested  Directors,  the determination shall be made
by (i) a majority vote of a committee of one or more  disinterested  Director(s)
chosen by the Disinterested Director(s) at a regular or special meeting; (ii) by
the  stockholders;  or (iii) by independent legal counsel chosen by the Board of
Directors in a written opinion.



<PAGE>



         SECTION 5. Prior to Final Disposition.  Unless otherwise  determined by
(i) the Board of Directors, (ii) if more than half of the Directors are involved
in a Proceeding by a majority  vote of a committee of one or more  Disinterested
Director(s)  chosen in accordance with the procedures  specified in Section 4 of
this  Article or (iii) if directed  by the Board of  Directors,  by  independent
legal counsel in a written opinion,  any indemnification  extended to an Officer
or Non-Officer  Employee pursuant to this Article V shall include payment by the
Corporation  or a  subsidiary  of the  Corporation  of  Expenses as the same are
incurred in defending a Proceeding in advance of the final  disposition  of such
Proceeding  upon  receipt  of an  undertaking  by such  Officer  or  Non-Officer
Employee  seeking  indemnification  to repay  such  payment  if such  Officer or
Non-Officer  Employee  shall be  adjudicated or determined not to be entitled to
indemnification under this Article V.


         SECTION 6. Contractual  Nature of Rights.  The foregoing  provisions of
this Article V shall be deemed to be a contract between the Corporation and each
Officer and  Non-Officer  Employee who serves in such capacity at any time while
this Article V is in effect,  and any repeal or  modification  thereof shall not
affect any rights or  obligations  then  existing  with  respect to any state of
facts then or theretofore  existing or any Proceeding  theretofore or thereafter
brought  based in whole or in part upon any such state of facts.  If a claim for
indemnification   or  advancement  of  expenses   hereunder  by  an  Officer  or
Non-Officer Employee is not paid in full by the Corporation within 60 days after
a written  claim for  indemnification  or  documentation  of  expenses  has been
received by the  Corporation,  such Officer or  Non-Officer  Employee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim, and if successful in whole or in part, such Officer or Non-Officer
Employee  shall also be entitled to be paid the  expenses  of  prosecuting  such
claim.  The failure of the Corporation  (including its Board of Directors or any
committee  thereof,  independent  legal  counsel,  or  stockholders)  to  make a
determination   concerning  the   permissibility  of  such   indemnification  or
advancement  of  expenses  under  this  Article V shall not be a defense  to the
action  and  shall  not  create  a  presumption  that  such  indemnification  or
advancement is not permissible

         SECTION 7.  Non-Exclusivity  of Rights.  The  provisions  in respect of
indemnification  and the payment of expenses  incurred in defending a Proceeding
in advance  of its final  disposition  set forth in this  Article V shall not be
exclusive of any right which any person may have or hereafter  acquire under any
statute,  provision  of the  Certificate  or these  Bylaws,  agreement,  vote of
stockholders or disinterested directors or otherwise; provided, however, that in
the event the  provisions  of this  Article V in any respect  conflict  with the
terms of any agreement  between the Corporation or any of its  subsidiaries  and
any person entitled to indemnification  under this Article V, then the provision
which is more favorable to the relevant individual shall govern.

         SECTION 8. Insurance.  The Corporation may maintain  insurance,  at its
expense,  to protect itself and any Officer or Non-Officer  Employee against any
liability of any character  asserted  against or incurred by the  Corporation or
any such  Officer or  Non-Officer  Employee,  or arising out of any such status,
whether or not the  Corporation  would have the power to  indemnify  such person
against such liability under the DGCL or the provisions of this Article V.



<PAGE>





                                   ARTICLE VI

                            Miscellaneous Provisions

         SECTION 1.  Fiscal Year. Except as otherwise determined by the Board of
Directors, the fiscal year of the Corporation shall end on the last day of 
December of each year.

         SECTION 2.  Seal.  The Board of Directors shall have power to adopt and
alter the seal of the Corporation.

         SECTION 3.  Execution of  Instruments.  All deeds,  leases,  transfers,
contracts,  bonds,  notes  and  other  obligations  to be  entered  into  by the
Corporation in the ordinary course of its business  without  Director action may
be executed on behalf of the Corporation by the Chairman of the Board, if one is
elected, the President or the Treasurer or any other officer,  employee or agent
of the  Corporation  as the  Board  of  Directors  or  Executive  Committee  may
authorize.

         SECTION  4.  Voting  of  Securities.  Unless  the  Board  of  Directors
otherwise provides,  the Chairman of the Board, if one is elected, the President
or the Treasurer may waive notice of and act on behalf of this  Corporation,  or
appoint  another  person or persons to act as proxy or attorney in fact for this
Corporation with or without discretionary power and/or power of substitution, at
any  meeting  of  stockholders  or  shareholders  of any  other  corporation  or
organization, any of whose securities are held by this Corporation.

         SECTION 5.  Resident Agent.  The Board of Directors may appoint a 
resident agent upon whom legal process may be served in any action or proceeding
against the Corporation.

         SECTION 6. Corporate  Records.  The original or attested  copies of the
Certificate,   Bylaws  and  records  of  all  meetings  of  the   incorporators,
stockholders  and the Board of Directors  and the stock  transfer  books,  which
shall  contain the names of all  stockholders,  their record  addresses  and the
amount of stock held by each,  may be kept  outside  the State of  Delaware  and
shall be kept at the principal office of the  Corporation,  at the office of its
counsel or at an office of its  transfer  agent or at such other place or places
as may be designated from time to time by the Board of Directors.

         SECTION 7.  Certificate.  All references in these Bylaws to the 
Certificate shall be deemed to refer to the Amended and Restated Certificate of 
Incorporation of the Corporation, as amended and in effect from time to time.

         SECTION 8.  Amendment of Bylaws.

         (a)      Amendment by Directors.  Except as provided otherwise by law, 
these Bylaws may be amended or repealed by the Board of Directors.



<PAGE>



         (b) Amendment by Stockholders.  These Bylaws may be amended or repealed
at any annual meeting of stockholders, or special meeting of stockholders called
for such purpose,  by the affirmative  vote of at least  two-thirds of the total
votes  eligible  to be cast on such  amendment  or repeal by  holders  of voting
stock, voting together as a single class;  provided,  however, that if the Board
of Directors  recommends that  stockholders  approve such amendment or repeal at
such meeting of  stockholders,  such  amendment or repeal shall only require the
affirmative  vote of a majority of the total  votes  eligible to be cast on such
amendment  or repeal by holders of voting  stock,  voting  together  as a single
class.


Adopted and effective as of October 27, 1997.