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                                                                     EXHIBIT 3.2

                                    BY-LAWS

                                       OF

                      THE BUREAU OF NATIONAL AFFAIRS, INC.





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                                     BY-LAWS
                                       OF
                      THE BUREAU OF NATIONAL AFFAIRS, INC.
            AS ADOPTED BY THE BOARD OF DIRECTORS SEPTEMBER 6, 2001


                               SECTION I - OFFICES

1.          DELAWARE OFFICE

            The  principal  office of the  Corporation  in the State of Delaware
shall be at 1209  Orange  Street,  in the City of  Wilmington  and County of New
Castle;  and the resident  agent in charge  thereof shall be the CT  Corporation
System, 1209 Orange Street, Wilmington, Delaware.


2.          OTHER OFFICES

            The  Corporation  may also have an office or  offices in the City of
Washington,  District  of  Columbia,  and at such  other  places as the Board of
Directors may from time to time designate or appoint,  or as the business of the
Corporation may require.


                                SECTION II - SEAL

            The  corporate  seal shall have  inscribed  thereon  the name of the
Corporation,  the  year  of  its  incorporation,  and  the  words  "Incorporated
Delaware, 1946."


                     SECTION III - MEETINGS OF STOCKHOLDERS

1.          PLACE OF MEETING

            Meetings  of  stockholders  shall be held at the main  office of the
Corporation  in the City of Washington,  District of Columbia,  or at such other
place as may be fixed by resolution of the Board of Directors.

2.          NOTICE OF MEETING
            Written  notice of all  meetings of  stockholders  stating the date,
time, and place thereof shall be mailed by the Secretary,  postage  prepaid,  to
each  stockholder of record,  at his or her post office address as it appears on
the books of the Corporation.

            In the case of a regular  annual  meeting,  such notice  shall be so
mailed  at  least  40 days in  advance  thereof;  and in the  case of a  special
meeting,  such  notice  shall be so mailed at least 10 days in advance  thereof.
Notice of any special  meeting of  stockholders  shall also state the purpose or
purposes thereof,  and may provide for the transaction of such other business as
may properly come before the meeting.

3.          ANNUAL MEETING

            (a)    An annual meeting of stockholders shall be held at 10
                  o'clock A.M. on the third Saturday in April of each year,
                  but if that day be a legal holiday, then on the next
                  succeeding Saturday.  At such meeting, the stockholders
                  entitled to vote thereat shall elect a Board of Directors
                  and may transact such other business as may properly be
                  brought before the meeting.  If the election for directors
                  is not held on the day designated herein, the Board of
                  Directors shall cause the election to be held as soon
                  thereafter as conveniently may be.

            (b)   No  change  of the  time  or  place  of a  meeting  for  the
                  election of  directors  as fixed by these  By-Laws  shall be
                  made within sixty (60) days  preceding the day on which such
                  election  is to be held.  In the event of any change in such
                  time  or  place  for  such  election  of  directors,  notice
                  thereof shall be given to each  stockholder  at least twenty
                  (20)  days  before  the  election  is held,  in person or by
                  letter mailed to his or her last known post office address.
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            (c)   At least ten (10) days before every election of directors, the
                  Secretary   shall   prepare   and   make  a  complete  list of
                  stockholders  entitled to vote at said  elections, arranged in
                  alphabetical order (with the residence of each and the  number
                  of voting shares held by each).  Such list  shall be open  for
                  said  ten  (10)  days  to the  examination  of any stockholder
                  during  ordinary  business  hours, at the  principal  place of
                  business of the Corporation  and shall be produced at the time
                  and  place of  election  and kept open  during  the whole time
                  thereof  for  the  inspection  of any  stockholder  who may be
                  present.  The  original  or  duplicate  stock  ledger  of  the
                  Corporation shall be the only evidence as to the  stockholders
                  entitled to examine such list.

4.          SPECIAL MEETINGS

            Special meetings of the stockholders for any purpose or purposes may
be  called  by the  President  or the  Chairman,  and  shall  be  called  by the
President,  Chairman,  or  Secretary  at the  request in writing or by vote of a
majority of the directors or at the request in writing of stockholders of record
owning a  majority  in  amount of the  shares  of the  stock of the  Corporation
outstanding  and  entitled  to vote.  Such  request  shall  state the purpose or
purposes of the proposed meeting.

5.          QUORUM

            At any  meeting of  stockholders  the  holders of a majority  of the
Class A stock  outstanding  and entitled to vote  thereat,  present in person or
represented by proxy,  shall be requisite and shall  constitute a quorum for the
transaction of business, except as otherwise provided by law, by the Certificate
of  Incorporation,  or  herein.  In the  absence of a quorum,  the  stockholders
entitled to vote at said  meeting,  present in person or  represented  by proxy,
shall have power to adjourn the meeting  from time to time until a quorum  shall
be secured,  whereupon  any  business  may be  transacted  which might have been
transacted at the meeting as originally notified or fixed.

6.          VOTING RIGHTS

                        (a) At every meeting of  stockholders,  each stockholder
                  entitled to vote thereat shall have one vote for each share of
                  Class A stock  registered  in his or her name on the  books of
                  the Corporation.

            (b)   The  original or duplicate  stock ledger of the  Corporation
                  shall be the only evidence as to the  stockholders  entitled
                  to vote.  The Board of  Directors  may,  however,  close the
                  transfer  books of the  Corporation or fix a record date for
                  the  determination of its stockholders  entitled to vote, as
                  provided in Section IV of these  By-Laws.  Except  where the
                  transfer  books  shall have been so closed or a record  date
                  for  voting  stockholders  have been so  fixed,  no share of
                  stock shall be voted on at any election for directors  which
                  shall have been  transferred on the books of the Corporation
                  within twenty (20) days next preceding such election.

            (c)   Except  as   otherwise   provided   in  the   Certificate   of
                  Incorporation  or by law, all questions  before any meeting of
                  stockholders  shall be decided  by a vote of the  holders of a
                  majority of the shares of stock entitled to vote thereat.

7.          MANNER OF VOTING

            (a)   The vote for directors at any meeting of stockholders  shall
                  be by  ballot.  The vote  upon  any  other  question  at any
                  meeting of stockholders  shall be by ballot or VIVA VOCE, as
                  may be determined by the presiding officer:  PROVIDED,  That
                  if objection be raised by any  stockholder  to the manner of
                  voting  designated  by the  presiding  officer upon any such
                  question,  the manner of voting shall be  determined  by the
                  holders of the  majority  of the shares of stock  present or
                  represented  at  any  such  meeting  and  entitled  to  vote
                  thereat.

            (b)   Each   stockholder   entitled   to  vote  at  any  meeting  of
                  stockholders  may  vote  (i)  in  person,  or  (ii)  by  proxy
                  appointed by an  instrument  in writing  subscribed  by him or
                  her, or (iii) at any election for  directors,  but on no other
                  question,  by mail as  provided in  sub-paragraph  (c) of this
                  Paragraph 7.
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            (c)   At any election for directors,  any stockholder  entitled to
                  vote  thereat  may  submit  his or her  vote  or  votes  for
                  directors by mailing to the Secretary of the  Corporation or
                  his or her designees a written  ballot  subscribed by him or
                  her setting  forth the names of the directors for whom he or
                  she  desires  to vote and the  number  of shares to be voted
                  for each  director;  PROVIDED,  that said ballot in order to
                  be  effective  as the  vote  of  the  stockholder,  must  be
                  received by the Secretary of the  Corporation  or his or her
                  designees  not later  than the day before  the  meeting  for
                  such election of directors.

            (d)   If at any meeting of  stockholders  there shall be presented
                  on behalf  of a  stockholder  more than one proxy  signed by
                  him or her on any  question  before said  meeting,  or if at
                  any  election  for  directors  there shall be  presented  in
                  behalf of a  stockholder  more than one proxy  signed by him
                  or  her  authorizing  the  casting  of  votes  in his or her
                  behalf  or  more  than  one  ballot  mailed  by  him  or her
                  pursuant to the preceding  subparagraph  or both a proxy and
                  a mailed  ballot,  then all such  proxies and mailed  ballot
                  signed  by  such   stockholder   shall  be  invalid   unless
                  identical.

            (e)   A proxy may be withdrawn by filing written notice thereof with
                  the  Secretary  at any time prior to the  presiding  officer's
                  call for a vote at any meeting of stockholders.

8.          NOMINATIONS OF DIRECTORS

            (a)   At least  forty-five  (45) days prior to any annual  meeting
                  of  stockholders a list of nominations  for directors  shall
                  be  mailed by the  Secretary  to each  Class A  stockholder.
                  Members of the Board of  Directors  shall  automatically  be
                  nominated  for the  Board of  Directors.  In the  event of a
                  vacancy,  the Board of Directors  shall appoint a Nominating
                  Committee   which  shall  make  one   nomination   for  each
                  vacancy.   Three  (or  the  applicable  number  of  nominees
                  discussed  in  subparagraphs  1 (b)  through  (c))  nominees
                  shall be neither  stockholders of the Corporation nor active
                  or retired  officers or employees of the  Corporation  or of
                  one of its  subsidiary  corporations.  Said list  shall also
                  state  the  total  number  of shares of Class A stock of the
                  Corporation then outstanding.

            (b)   Any Class A stockholder (or  stockholders)  who is (are) the
                  record or  beneficial  owner of at least two (2)  percent of
                  the  outstanding  Class  A  shares  of the  Corporation  may
                  submit  additional  nominations  to the  Secretary  not less
                  than  thirty (30) days prior to such  annual  meeting.  Each
                  additional  nomination  made pursuant to this  sub-paragraph
                  shall be accompanied by the nominee's written  acceptance of
                  his or her nomination.

            (c)   A final list of nominations, including nominations made in the
                  manner provided by sub-paragraph (b) together with nominations
                  made  pursuant to  sub-paragraph  (a),  shall be mailed by the
                  Secretary  to Class A  stockholders  not less than  twenty-two
                  (22) days prior to such annual meeting.


             SECTION IV - DETERMINATION OF ELIGIBLE STOCKHOLDERS

1.          CLOSING TRANSFER BOOKS

            The  Board of  Directors  may,  in its  discretion,  close the stock
transfer  books of the  Corporation  for a period not exceeding  fifty (50) days
preceding the date of any meeting of the  stockholders,  or the date for payment
of any dividend,  or the date for the allotment of rights,  or the date when any
change, conversion, or exchange of capital stock shall go into effect, or a date
for obtaining the consent of the stockholders for any purpose.

2.          RECORD DATE FOR STOCKHOLDERS

            In lieu of closing the stock transfer books as aforesaid,  the Board
of Directors may fix in advance a date not exceeding  fifty (50) days  preceding
the date of any  meeting  of  stockholders,  or the date for the  payment of any
dividend,  or the date for the allotment of rights, or the date when any change,
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conversion  or exchange  of capital  stock  shall go into  effect,  or a date in
connection  with  obtaining the consent of  stockholders  for any purpose,  as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting and adjournment thereof, or entitled to receive and
exercise the other rights and privileges referred to in this paragraph.  In such
case only  stockholders  of record on the date so fixed shall be entitled to the
notice, voting rights, and other rights and privileges referred to herein above,
notwithstanding  the transfer of any stock on the books of the Corporation after
such record date fixed as aforesaid.

                              SECTION V - DIRECTORS

1.          ELIGIBILITY

            (a)   Subject to subparagraphs (b) through (c) below,  three persons
                  who are not  stockholders of the Corporation and not active or
                  retired  officers or employees of the Corporation or of one of
                  its subsidiary  corporations  shall be elected or appointed as
                  directors.

            (b)   With  respect to the Board of  Directors  to be elected at the
                  stockholders' meeting held in April 2003, four (4) persons who
                  are not  stockholders  of the  Corporation  and not  active or
                  retired  officers or employees of the Corporation or of one of
                  its subsidiary  corporations  shall be elected or appointed as
                  directors.

            (c)   With  respect to the Board of  Directors  to be elected at the
                  stockholders' meeting held in April 2004, five (5) persons who
                  are not  stockholders  of the  Corporation  and not  active or
                  retired  officers or employees of the Corporation or of one of
                  its subsidiary  corporations  shall be elected or appointed as
                  directors.

             (d)  Other than the persons  elected or  appointed  as  directors
                  pursuant to sub-paragraphs  (a) through (c) above, no person
                  shall be elected  or  appointed  as a director  unless he or
                  she is a record  or  beneficial  owner of Class A or Class B
                  stock and, in addition,  is an active or retired  officer or
                  employee  of the  Corporation  or of  one of its  subsidiary
                  corporations,   and  any   director   elected  or  appointed
                  pursuant  to this  Paragraph  who  ceases to  fulfill  these
                  requirements  shall be  disqualified  to exercise any of the
                  powers  or duties  of  director  and shall be deemed to have
                  resigned from such position.

            (e)   Directors  elected pursuant to subparagraphs  (b) or (c) above
                  shall be  automatically  renominated for a maximum of five (5)
                  one-year  terms,  and  may be  renominated  by the  Nominating
                  Committee for an additional five (5) one-year  terms,  thereby
                  serving no more than a maximum of ten (10) years.


2.          POWERS

            The property and business of this  Corporation  shall be managed and
controlled by its Board of Directors. The Board of Directors shall have power --

            (a)   To purchase or otherwise acquire for the Corporation property,
                  real and personal,  tangible and intangible, and any rights or
                  privileges,  at such  prices  and upon such terms as the Board
                  may deem proper.

            (b)   To pay for such property, rights, or privileges in whole or in
                  part with money, services,  stock, bonds, debentures, or other
                  securities  of the  Corporation,  or by the  delivery of other
                  property of the Corporation.

            (c)   To create,  make, and issue mortgages,  bonds, deeds of trust,
                  trust agreements,  and negotiable or transferable  instruments
                  and securities,  secured by mortgages or otherwise,  and to do
                  every act and thing necessary to effectuate the same.

            (d)   To appoint agents, clerks, assistants, factors, and to dismiss
                  them at its discretion, to fix their duties and emoluments and
                  to change them from time to time,  and to require  security as
                  it may deem proper.
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            (e)   To  confer  on any  officer  of the  Corporation  the power of
                  selecting, discharging, or suspending employees.

            (f)   To  determine  by whom and in what  manner  the  Corporation's
                  bills, notes,  receipts,  acceptances,  endorsements,  checks,
                  releases, contracts, or other documents shall be signed.

            (g)   To exercise any and all powers of the  Corporation,  including
                  the power to do all  lawful  acts and  things on behalf of the
                  Corporation  which are not by statute or by the Certificate of
                  Incorporation  or by these By-Laws  directed or required to be
                  exercised or done by the stockholder.

3.          NUMBER, ELECTION, TERM

            The Board of  Directors  shall  consist of fifteen  (15) members who
shall be elected by the Class A  stockholders  at the regular  annual meeting of
stockholders.  The Board of  Directors  so elected  shall be composed of (i) the
nominees  eligible  only under  sub-paragraphs  (a) through  (c) of  Paragraph 1
hereof who shall have  received  the highest  number of votes among the nominees
eligible only under that  provision,  and (ii) the nominees  eligible only under
sub-paragraph  (d) of  Paragraph  1 hereof who shall have  received  the highest
number of votes among the  nominees  eligible  only under that  provision.  Each
director shall hold office until the succeeding annual election and until his or
her successor shall have been elected and shall have duly  qualified:  PROVIDED,
that if there be a vacancy  in the Board by  reason  of death,  resignation,  or
otherwise, such vacancy may be filled for the unexpired term by majority vote of
all the remaining directors, although less than a quorum.

4.          MEETINGS

            (a)   After  each   election   of   directors   at  a  meeting  of
                  stockholders,  the newly  elected  directors  shall meet for
                  the purposes of organization,  the election of officers, and
                  the  transaction of other  business,  at such place and time
                  as may be  designated  by the  stockholders  at such  annual
                  meeting,  or in the absence of such  designation,  as may be
                  fixed by written  consent of a majority of the newly elected
                  directors.  If a  majority  of the  directors  be present at
                  such place and time,  no prior  notice of such  meeting need
                  be given to the directors.

            (b)   Regular  meetings of the Board of Directors shall be held at
                  9:00  a.m.  on the  Thursday  after the  first  Saturday  of
                  February,  March, June, September,  and December at the main
                  office  of  the  Corporation  in  Washington,   District  of
                  Columbia,  and/or at such  other  times and places as may be
                  fixed by  resolution  of the Board or by  written  waiver of
                  all its  members.  No other  notice of any  regular  meeting
                  shall be required.

            (c)   Special  meetings of the Board of Directors may be called by
                  the Chairman of the Board or the  President at any time upon
                  notice to all the  directors;  and upon the written  request
                  of two or more directors,  special  meetings shall be called
                  by the President or Secretary  upon one day's  notice.  Such
                  meetings  may  be  held  within  or  without  the  State  of
                  Delaware,  at such time and place indicated in the notice or
                  waiver of notice thereof.

 5.         QUORUM

            At all  meetings of the Board of  Directors a majority of  directors
shall  constitute a quorum for the  transaction of business,  but if less than a
majority be present at any meeting  they may adjourn  from time to time  without
further notice until a quorum is secured. The act of a majority of the directors
present at any meeting at which there is a quorum  shall be the act of the Board
of Directors,  except as may otherwise be specifically provided by statute or by
the Certificate of Incorporation or by these By-Laws.

6.          ANNUAL STATEMENT

            The Board of  Directors  shall  present  at each  annual  meeting of
stockholders  a full and clear  statement  of  business  and  conditions  of the
Corporation.
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7.          INDEMNIFICATION

            Any person who was or is a party,  or who was or is threatened to be
made a  party,  to any  threatened,  pending,  or  completed  action,  suit,  or
proceeding, whether civil, criminal, administrative, investigative, or otherwise
by reason  of the fact that he or she is or was a  director  or  officer  of the
Corporation or of one of the Corporation's  subsidiaries shall be indemnified by
the Corporation to the fullest extent now or hereafter permitted by law. Without
limiting the generality of the foregoing:

            (a)   The  Corporation  shall indemnify any person who was or is a
                  party,  or  is  threatened  to  be  made  a  party,  to  any
                  threatened,   pending,   or  completed   action,   suit,  or
                  proceeding,  whether  civil,  criminal,  administrative,  or
                  investigative  (other  than an  action by or in the right of
                  the  Corporation),  by  reason of the fact that he or she is
                  or was a director  or officer of the  Corporation  or one of
                  its  subsidiaries  against  expenses  (including  attorney's
                  fees),  judgment,  fines,  and  amounts  paid in  settlement
                  actually   and   reasonably   incurred  by  him  or  her  in
                  connection with such action,  suit, or proceeding,  if he or
                  she  acted  in  good  faith  and  in  a  manner  he  or  she
                  reasonably  believed  to be in  the  best  interests  of the
                  Corporation,  and,  with respect to any  criminal  action or
                  proceeding,  had no  reasonable  cause to believe his or her
                  conduct  to be  unlawful.  The  termination  of any  action,
                  suit  or   proceeding   by  judgment,   order,   settlement,
                  conviction,  or  upon  a  plea  of  NOLO  CONTENDERE  or its
                  equivalent,  shall not, of itself, create a presumption that
                  the person  did not act in good faith and in a manner  which
                  he or she  reasonably  believed to be in the best  interests
                  of the  Corporation  and,  with cause to believe that his or
                  her conduct was unlawful.

            (b)   The  Corporation  shall indemnify any person who was or is a
                  party,  or  is  threatened  to  be  made  a  party,  to  any
                  threatened,  pending,  or completed  action or suit by or in
                  the right of the  Corporation  to procure a judgment  in its
                  favor  by  reason  of the  fact  that  he or she is or was a
                  director  or  officer  of  the  Corporation  or  one  of its
                  subsidiaries  against expenses  (including  attorney's fees)
                  actually   and   reasonably   incurred  by  him  or  her  in
                  connection  with the defense or settlement of such action or
                  suit  if he or she  acted  in  good  faith  and in a  manner
                  reasonably  believed  to be in  the  best  interests  of the
                  Corporation,  except that no  indemnification  shall be made
                  with  respect  to any  claim,  issue,  or matter as to which
                  such  person  shall  have been  adjudged  to be  liable  for
                  negligence or misconduct  in the  performance  of his or her
                  duty of the  Corporation  unless and only to the extent that
                  the  Court of  Chancery  of  Delaware  or the Court in which
                  such  action  or  suit  was  brought  shall  determine  upon
                  application  that,  despite the  adjudication  of liability,
                  such person is fairly and  reasonably  entitled to indemnity
                  for such  expenses  which the Court of  Chancery of Delaware
                  or such other Court shall deem proper.

            (c)   To the extent  that a director  or officer of the  Corporation
                  has been  successful  on the merits in defense of any  action,
                  suit, or proceeding referred to in Subparagraph (a) and (b) of
                  this Paragraph,  or in defense of any claim,  issue, or matter
                  therein,  he or she  shall  be  indemnified  against  expenses
                  (including  attorneys' fees) actually and reasonably  incurred
                  by him or her in connection therewith.

            (d)   Any  indemnification  under  Subparagraph (a) or (b) of this
                  Paragraph  (unless  ordered by a court) shall be made by the
                  Corporation  only as  authorized in the specific case upon a
                  determination  that the  indemnification  of the director or
                  officer  is proper in the  circumstances  because  he or she
                  has met the  applicable  standard  of  conduct  set forth in
                  Subparagraph  (a) or  (b).  Such  determination  may be made
<PAGE>72
                  (i) by the  Board  of  Directors  by a  majority  vote  of a
                  quorum  consisting  of directors who were or are not parties
                  to such action, suit, or proceeding,  or (ii) by a committee
                  of such  directors  designated  by a  majority  vote of such
                  directors,  even though less than a quorum, or (iii) if such
                  a quorum is not  obtainable,  or even if obtainable a quorum
                  of disinterested  directors so directs, by independent legal
                  counsel in a written opinion,  or (iv) by the  stockholders.
                  Such determination  shall not be arbitrary but shall be made
                  in keeping  with the precepts  expressed in this  Paragraph.
                  Upon  such  determination,  the  Board  of  Directors  shall
                  promptly  authorize  indemnification in accordance with such
                  determination  and in accordance with  Subparagraphs (a) and
                  (b) of this Paragraph.

            (e)   Expenses  incurred in defending a civil or criminal  action,
                  suit,  or  proceeding  may be  paid  by the  Corporation  in
                  advance of the final  disposition  of such action,  suit, or
                  proceeding  as  authorized  by the Board of Directors in the
                  manner provided by  Subparagraph  (d) of this Paragraph upon
                  receipt of an  undertaking  by or on behalf of the  director
                  or officer  involved to repay such  amounts  unless it shall
                  ultimately  be  determined  that he or she is entitled to be
                  indemnified by the Corporation.

            (f)   The indemnification  provided in this Paragraph shall not be
                  deemed   exclusive  of  any  other  rights  to  which  those
                  indemnified  may be entitled  under any  by-law,  agreement,
                  vote  of  stockholders,   or  disinterested   directors,  or
                  otherwise,  both  as  to  action  in  his  or  her  official
                  capacity  and as to  action  in  any  other  capacity  while
                  holding such office,  and shall  continue as to a person who
                  has ceased to be a director  or officer  and shall  inure to
                  the benefit of the heirs,  executors,  and administrators of
                  such a person.

            (g)   It  shall  be   conclusively   presumed  that  every  person
                  entitled to mandatory  indemnification  under this Paragraph
                  served the Corporation in reliance  hereon.  Any such person
                  may continue to rely on the  provisions  of this  Paragraph,
                  as presently constituted,  even after its amendment,  unless
                  and  until  he or  she  is  given  written  notice  of  such
                  amendment  or  unless  he or she is a member of the Board of
                  Directors which so amends this Paragraph.

            (h)   For  the  purposes  of  this  Paragraph,  references  to the
                  "Corporation"  include all  subsidiaries  of the Corporation
                  and   all   constituent    corporations    absorbed   in   a
                  consolidation   or  merger  as  well  as  the  resulting  or
                  surviving  corporation  so that any  person  who is or was a
                  director or officer of such a constituent  corporation shall
                  stand in the same  position  under  the  provisions  of this
                  Paragraph   with  respect  to  the  resulting  or  surviving
                  corporation  as he or she would if he or she had  served the
                  resulting or surviving corporation in the same capacity.

8.          INDEMNIFICATION-FIDUCIARIES

            Any person who was or is a party,  or who was or is threatened to be
made a  party,  to any  threatened,  pending,  or  completed  action,  suit,  or
proceeding, whether civil, criminal, administrative, investigative, or otherwise
by reason of the fact that he or she is or was  serving  at the  request  of the
Corporation  or at the  request of one of the  Corporation's  subsidiaries  as a
trustee or as a "fiduciary"  as the term  "fiduciary" is defined in the Employee
Retirement  Income  Security Act of 1974,  as the Act may be amended,  under any
employee  benefit plan at any time  established or maintained by the Corporation
shall be indemnified  by the  Corporation to the fullest extent now or hereafter
permitted by law. Without limiting the generality of the foregoing:

            (a)   The  Corporation  shall indemnify any person who was or is a
                  party,  or  is  threatened  to  be  made  a  party,  to  any
                  threatened,   pending,   or  completed   action,   suit,  or
                  proceeding,  whether  civil,  criminal,  administrative,  or
                  investigative  by  reason  of the fact  that he or she is or
                  was  serving  at the  request of the  Corporation  or at the
                  request  of  one  of  the  Corporation's  subsidiaries  as a
                  trustee or fiduciary against expenses (including  attorneys'
                  fees),  judgments,  fines,  and amounts  paid in  settlement
<PAGE>73
                  actually   and   reasonably   incurred  by  him  or  her  in
                  connection with such action,  suit, or proceeding,  if he or
                  she  acted  in  good  faith  and  in  a  manner  he  or  she
                  reasonably  deemed  to be  in  the  best  interests  of  the
                  participants of the employee  benefit plan or plans involved
                  and/or  their  beneficiaries,   and,  with  respect  to  any
                  criminal  action or proceeding,  had no reasonable  cause to
                  believe his or her conduct to be unlawful.  The  termination
                  of any  action,  suit  or  proceeding  by  judgment,  order,
                  settlement,  conviction,  or upon a plea of NOLO  CONTENDERE
                  or  its   equivalent,   shall  not,  of  itself,   create  a
                  presumption  that the  person  did not act in good faith and
                  in a manner which he or she reasonably  believed to be in or
                  not opposed to the exclusive  purposes of providing benefits
                  to  participants  of the  employee  benefit  plan  or  plans
                  involved  and their  beneficiaries,  and with respect to any
                  criminal  action  or  proceeding,  had  reasonable  cause to
                  believe that his or her conduct was unlawful.

            (b)   In any  proceeding  involving  a  trustee  or  fiduciary  no
                  indemnification  shall  be  provided  with  respect  to  any
                  claim,   issue,  or  matter  as  to  which  the  trustee  or
                  fiduciary  shall have been  adjudged  to have dealt with the
                  assets of the  employee  benefit  plan or plans  involved in
                  his or her own  interest or for his or her own account or to
                  have received  consideration for his or her personal account
                  from a party  dealing with the plan.  This  Paragraph  shall
                  not provide  indemnification  for any bank,  trust  company,
                  insurance  company,  partnership,  or other entity or person
                  not an officer,  director,  or employee of the  Corporation,
                  even though  retained  as an  investment  advisor,  actuary,
                  custodian,  trustee,  or  consultant to any plan, or for any
                  director,  officer,  agent, employee of any such bank, trust
                  company,  insurance company,  partnership,  other entity, or
                  person.

            (c)   Any   indemnification   under   Subparagraph   (a)  of  this
                  Paragraph  (unless  ordered by a court) shall be made by the
                  Corporation  only as  authorized in the specific case upon a
                  determination  that the  indemnification  of the  trustee or
                  fiduciary is proper in the  circumstances  because he or she
                  has met the  applicable  standard  of  conduct  set forth in
                  Subparagraph (a) of this Paragraph.  Such  determination may
                  be  made  (i) by  independent  legal  counsel  in a  written
                  opinion,  or (ii) by the  stockholders.  Such  determination
                  shall not be  arbitrary  but shall be made in  keeping  with
                  the  precepts  expressed  in this  Paragraph.  Upon any such
                  determination,   the  Board  of  Directors   shall  promptly
                  authorized   indemnification   in   accordance   with   such
                  determination  and in accordance with  Subparagraphs (a) and
                  (d) of this Paragraph.

            (d)   Expenses  incurred in defending a civil or criminal  action,
                  suit, or proceeding,  as  contemplated by this Paragraph may
                  be  paid  by  the   Corporation  in  advance  of  the  final
                  disposition  of  such  action,  suit,  or  proceeding,  upon
                  authorization  by the Board of Directors and upon receipt by
                  the Board of Directors of an  undertaking by or on behalf of
                  the trustee or  fiduciary  to repay such  amounts  unless it
                  shall  ultimately be  determined  that he or she is entitled
                  to be indemnified by the Corporation.

            (e)   The indemnification  provided in this Paragraph shall not be
                  deemed   exclusive  of  any  other  rights  to  which  those
                  indemnified  may be entitled  under any  agreement,  vote of
                  stockholders,  or otherwise, both as to action in his or her
                  official  capacity  and as to  action  in  another  capacity
                  while  holding  such  office,  and  shall  continue  as to a
                  person  who has  ceased to be a  trustee  or  fiduciary  and
                  shall  inure to the  benefit  of the heirs,  executors,  and
                  administrators of such a person.

            (f)   It  shall  be   conclusively   presumed  that  every  person
                  entitled to mandatory  indemnification  under this Paragraph
                  served the  Corporation or other  organization or enterprise
                  at the  Corporation's  request in reliance hereon.  Any such
                  person  may  continue  to  rely  on the  provisions  of this
                  Paragraph,  as  presently  constituted,   even  after  their
                  amendment  unless  and  until  he or  she is  given  written
                  notice of such  amendment or unless he or she is a member of
                  the Board of Directors which so amends this Paragraph.
<PAGE>74
                 SECTION VI - EXECUTIVE AND OTHER COMMITTEES

1.          POWERS

            (a)   The Board of  Directors  may,  by  resolution  or  resolutions
                  passed  by  a  majority  of  the  whole  Board,  designate  an
                  Executive  Committee  and one or more other  committees,  each
                  consisting of two or more directors.

            (b)   The  Executive  Committee  shall have such powers and duties
                  as may be directed or  authorized  by the Board of Directors
                  from time to time,  including  the authority to exercise all
                  powers of the Board  when the Board is not in  session;  and
                  during  the  intervals  between  meetings  of the  Board  of
                  Directors the Executive  Committee shall advise with and aid
                  the officers of the  Corporation  in all matters  concerning
                  its interest and the  management of its business:  PROVIDED,
                  that the  Executive  Committee  shall  not have the power to
                  make, alter,  amend, or repeal the By-Laws,  nor to fill any
                  vacancies  on  the  Board  of  Directors  or  the  Executive
                  Committee.  Vacancies  in the  membership  of the  Executive
                  Committee shall be filled by the Board of Directors.

            (c)   The Audit  Committee of the Board of Directors shall consist
                  of no fewer  than three  members  of the Board of  Directors
                  elected  annually by a majority of the Board of Directors at
                  the  Directors'  meeting  immediately  following  the annual
                  meeting of  stockholders.  The Committee  shall consist,  so
                  far as possible,  of  non-employee  directors and in no case
                  shall an operating  officer of the Corporation be elected to
                  serve as a  member  of the  Committee.  All  members  of the
                  Committee  shall  have  a  working  familiarity  with  basic
                  finance  and  accounting  practices,  or shall  attain  such
                  working  familiarity  within  a  reasonable  period  of time
                  after  appointment to the Committee.  Immediately  following
                  election  of the  Committee,  the Board of  Directors  shall
                  elect one of its members to serve as chair of the Committee.

                  The duties and  functions of the Audit  Committee  shall be as
                  specified  in the  Audit  Committee  charter,  which  shall be
                  adopted by the Board of Directors and shall be reviewed by the
                  Board annually.

            (d)   Other  committees  designated by the Board of Directors  shall
                  have such powers as may be  specifically  delegated to them by
                  resolution of the Board.

2.          MEETINGS

            The  Executive  Committee  and any other  committees  shall  meet at
stated times or on notice to all by any of its  members.  Each  committee  shall
keep regular minutes of its  proceedings,  shall report the same to the Board of
Directors,  and shall fix its rules of procedure,  but an affirmative  vote of a
majority of the whole  Committee shall be necessary in every case for the action
of the Committee.

                   SECTION VII - COMPENSATION OF DIRECTORS

            Directors  and members of  committees  who are on the payroll of the
Corporation  or of one of its  subsidiary  corporations  shall not  receive  any
salary or fee for their  services as such,  but by  resolution of the Board they
shall  be  allowed  reimbursement  for  their  traveling  and  other  reasonably
necessary  expenses for attendance at any regular or special meeting:  provided,
that  nothing  herein  contained  shall  preclude  any  director  or member of a
committee from serving the  Corporation in any other capacity upon a compensated
basis.

                             SECTION VIII - OFFICERS

1.          APPOINTMENT AND TENURE

            (a)   The  officers of the  Corporation  shall be a Chairman and a
                  Vice  Chairman of the Board,  a President,  one or more Vice
                  Presidents,  a Secretary,  and a Treasurer.  The Chairman of
                  the  Board and the  President  may be the same  person,  the
                  Secretary and the  Treasurer  may be the same person,  and a
                  Vice  President may hold at the same time the office of Vice
                  Chairman  of  the  Board,  Secretary,   or  Treasurer.   The
<PAGE>75
                  Chairman  and Vice  Chairman  of the  Board  shall be chosen
                  from among the  directors;  the other officers may, but need
                  not be,  chosen from among the  directors.  No person  shall
                  be an  officer  of the  Corporation  unless  he or  she,  if
                  eligible to purchase stock under the Corporation's  By-Laws,
                  is a holder  of  Class A stock  or  Class B  stock,  and any
                  officer  who  ceases  to hold  any  shares  of  stock in the
                  Corporation  shall be  disqualified  to exercise  any of the
                  powers or duties of an  officer  and shall be deemed to have
                  resigned from office.

            (b)   The  directors  shall  at their  first  meeting  after  each
                  annual meeting of stockholders  choose a Chairman and a Vice
                  Chairman of the Board,  a  President,  a Vice  President,  a
                  Secretary,   and  a   Treasurer.   They  may   also   choose
                  additional Vice Presidents,  an Assistant Secretary, and one
                  or more  Assistant  Treasurers.  In the event that the Board
                  shall elect two or more Vice  Presidents,  it may  designate
                  one of them as Senior Vice  President.  The directors  shall
                  designate   either  the   Chairman   of  the  Board  or  the
                  President,  in  their  discretion,  as the  Chief  Executive
                  Officer of the Corporation.

            (c)   The  officers of the  Corporation  shall hold  office  until
                  their  successors are chosen and qualify in their stead,  or
                  until such officer's  earlier  resignation  or removal.  Any
                  officer  chosen or appointed  by the Board of Directors  may
                  be  removed  at  any  time  by  the  affirmative  vote  of a
                  majority  of the whole Board of  Directors,  with or without
                  cause.  If the  office of any  officer or  officers  becomes
                  vacant  for any  reason,  the  vacancy  may be filled by the
                  affirmative  vote  of a  majority  of  the  whole  Board  of
                  Directors.

            (d)   In the absence or  disability  of any officer,  the  foregoing
                  stated functions shall be performed by a person  designated by
                  the Board.

2.          CHAIRMAN OF THE BOARD

            (a)   The Chairman of the Board shall preside at all meetings of the
                  stockholders and the Board of Directors. He or she shall serve
                  as chairman of the Executive  Committee,  if such committee is
                  designated, and of any other committee designated by the Board
                  of  Directors,  except as otherwise  provided by resolution of
                  the Board.

            (b)   On behalf of the Board of Directors,  and in association  with
                  the President,  he or she shall make to stockholders an annual
                  statement of the business  operations and financial  condition
                  of the Corporation and such reports as the Board shall direct.

            (c)   He or she shall oversee  generally,  on behalf of the Board of
                  Directors,  the operation and  administration  of all employee
                  benefit plans and of any plan for the sale and purchase of the
                  stock of the Corporation.

            (d)   He or she shall consult with and advise the President,  or any
                  officer or manager as the President  requests,  regarding such
                  matters or problems  as  mutually  may be chosen by him or her
                  and the President.

            (e)   He or she shall perform such other functions and duties as may
                  be prescribed by the Board of Directors.

3.          PRESIDENT

            (a)   The President shall be responsible  for the active  management
                  of the day-to-day  business and operations of the Corporation.
                  He or she shall be the chief administrative  officer and shall
                  appoint and have  supervision  and  direction of the operating
                  and  staff  managers  of the  business,  except  as  otherwise
                  provided in this Section.

            (b)   He or she  shall  make such  undertakings,  and  execute  such
                  contracts and agreements,  in the name of the Corporation,  as
                  may be necessary  to the normal,  budgeted  operations  of the
                  Corporation,  subject  to any  limitations  prescribed  by the
                  Board of Directors.
<PAGE>76
            (c)   He or she shall be responsible  for submitting for approval to
                  the Board of Directors,  or to such  committee of the Board as
                  it shall  determine,  not later  than 45 days  preceding  each
                  fiscal  year,  a  proposed   operating  budget  and  financial
                  forecast for such succeeding fiscal year.

            (d)   He or she shall  submit to the  Board of  Directors  an annual
                  report of the  operations of the  Corporation,  not later than
                  the regular  meeting of directors  next  preceding  the annual
                  meeting  of  stockholders,   and  he  or  she  shall  make  to
                  stockholders,  in association  with the Chairman of the Board,
                  an  annual  statement  of  the  business   operations  of  the
                  Corporation.

            (e)   He or she shall perform such other functions and duties as may
                  be prescribed by the Board of Directors.

4.          CHIEF EXECUTIVE OFFICER

            (a)   The Chief  Executive  Officer (the  Chairman of the Board or
                  the  President,  as the Board of  Directors  may  designate)
                  shall have final  supervisory  power over the  business  and
                  affairs of the Corporation and ultimate  responsibility  and
                  accountability   to  the   Board   of   Directors   for  the
                  Corporation's  total  efforts and total  results.  He or she
                  shall see that all  orders and  resolutions  of the Board of
                  Directors  are carried into  effect.  It shall be his or her
                  duty to assure that  adequate  planning  and  attention  are
                  given  to  the   long-term   stability  and  growth  of  the
                  Corporation.  He or she shall  develop  over-all  objectives
                  and broad basic  policies and plans of the  Corporation  for
                  the approval of the Board of Directors.

            (b)   He or she shall conduct the Corporation's  external  financial
                  and legal relations and shall be the  Corporation's  principal
                  representative   in  its  relations   with  the  public,   the
                  community, other businesses, and government agencies.

            (c)   Except  where  by  law  the  signature  of  the  President  is
                  required, he or she shall execute all deeds, bonds, mortgages,
                  and  other  obligations  and  instruments   (other  than  such
                  contracts and agreements  that may be necessary to the normal,
                  budgeted  operations  of the  Corporation)  in the name of the
                  Corporation.

            (d)   He or she shall  approve the  appointment  by the President of
                  the principal  operating  and staff  managers of the business,
                  and shall have final  general  responsibility  for the setting
                  and  adjusting  of  the  salaries  of  all  employees  of  the
                  Corporation.

            (e)   He or she shall have general  supervision and direction of the
                  other  officers in their  corporate  capacities  and shall see
                  that their corporate duties are properly performed.

5.          VICE PRESIDENTS

            The Vice  Presidents  shall perform such duties as may be prescribed
by the Board of Directors.

6.          SECRETARY

            (a)   The  Secretary  shall  attend  all  meetings  of the  Board of
                  Directors,  the stockholders,  and the Executive Committee. He
                  or she shall act as clerk thereof,  and shall record all votes
                  and all of the  proceedings  of such  meetings in a book to be
                  kept for that  purpose;  and shall perform like duties for the
                  standing committees of the Board of Directors when required.

            (b)   He or she  shall  give or cause to be given  proper  notice of
                  meeting of stockholders and directors, whenever required.

            (c)   He or she shall record and effectuate all proper  transfers of
                  stock,  and shall  keep an  account  of stock  registered  and
                  transferred, in such manner and subject to such regulations as
                  the Board of Directors may prescribe.
<PAGE>77
            (d)   He or she shall have  custody  of the seal of the  Corporation
                  and shall  affix  the seal to  contracts,  agreements,  deeds,
                  mortgages and other instruments of the Corporation requiring a
                  seal; and when the seal is so affixed, it shall be attested by
                  his or her signature, or by the signature of the Treasurer.

            (e)   Heor she shall  perform  all other  functions  incident to the
                  office of Secretary,  and such other functions as the Board of
                  Directors or the Chief Executive Officer may prescribe.

7.          TREASURER

            (a)   The   Treasurer   shall  have   custody  of  the  funds  and
                  securities of the  Corporation  and shall deposit all monies
                  and other valuable  effects in the name and to the credit of
                  the  Corporation in such  depositories  as may be designated
                  by the Board of  Directors.  The  Treasurer  shall  disburse
                  the funds of the  Corporation as may be ordered by the Board
                  of Directors and either the Chief  Executive  Officer or the
                  President,  in relation to their  functions,  taking  proper
                  vouchers  for such  disbursements,  and shall  render to the
                  Chief  Executive  Officer and the  directors,  whenever they
                  may  require  it, an account of all his or her  transactions
                  as Treasurer.

            (b)   The Treasurer shall invest funds of the  Corporation  pursuant
                  to guidelines  established by the Board of Directors and shall
                  perform such other  duties as are properly  required of him or
                  her by the  Board  of  Directors,  including  the  payment  of
                  dividends as declared by the Board of Directors.

8.          CHIEF FINANCIAL OFFICER

            The  Chief  Financial  Officer  shall  have  responsibility  for the
financial  management of the business,  including:  obtaining  financing for the
business;  managing the accounting system and other financial reporting systems;
formulating  financial  plans  and  evaluating  performance  under  such  plans;
complying with the financial  reporting  requirements of appropriate  taxing and
other  regulatory  agencies;  and consulting with other company units concerning
the financial  aspects of their  activities.  The Chief Financial  Officer shall
also  be  responsible  for  maintaining   accurate   records  of  all  financial
transactions  of the  Corporation.  In  relation  thereto,  the Chief  Financial
Officer  shall  establish  and  supervise  the  functions  of the  office of the
Corporate  Controller.  He or she  shall  be the  primary  liaison  between  the
Corporation and its independent auditors and shall render to the Chief Executive
Officer  and the  directors,  whenever  they may  require  it, an account of the
financial  condition  of the  Corporation,  and at the  meeting  of the Board of
Directors next preceding the annual meeting of stockholders he or she shall make
a like report for the preceding fiscal year.

9.          BONDING OF OFFICERS

            Any officer shall give the  Corporation a bond at the expense of the
Corporation,  if required to do so by the Board of Directors, in such sum and in
form and with security  satisfactory to the Board, for the faithful  performance
of the duties of his or her office and the  restoration to the  Corporation,  in
case of his or her death,  resignation,  retirement,  or removal from office, of
all books, papers, vouchers, money and other property of whatever kind belonging
to the Corporation in his or her possession or under his or her control.

10.                DELEGATION OF POWERS

            In  case  of  the  absence  or  disability  of  any  officer  of the
Corporation,  or for any other  reason  deemed  sufficient  by a majority of the
whole Board of  Directors,  the Board may  delegate  any or all of the powers or
duties of such officer to any other  officer,  or to any director,  for the time
being.



                         SECTION IX - BOOKS AND ACCOUNTS

1.          PLACE

            The books, accounts, and records of the Corporation shall be kept at
the main  office  of the  Corporation  in the City of  Washington,  District  of
Columbia,  or at such  other  place or  places  within or  without  the State of
Delaware as may from time to time be  designated  by  resolution of the Board of
Directors,  but the  original or  duplicate  stock  ledger  shall be kept at the
principal office of the Corporation in Wilmington, Delaware.
<PAGE>78
2.          INSPECTION

            The  directors   shall  determine  from  time  to  time  under  what
conditions and regulations the accounts and books of the Corporation,  or any of
them, shall be open to the inspection of stockholders,  subject to the rights of
inspection granted to stockholders by law.

                               SECTION X - CHECKS

            All checks,  drafts,  orders for the payment of money,  and notes of
the  Corporation  shall be signed by such  officer or  officers  as the Board of
Directors may from time to time designate.

                        SECTION XI - DIVIDENDS; RESERVES

1.          DIVIDENDS

            Dividends  may be declared by the Board of  Directors at any regular
or special  meeting.  The holders of Class A stock,  Class B stock,  and Class C
stock shall be entitled to  participate  ratably,  share for share,  and without
preference of any class over the others in all dividends when and as declared by
the Board of Directors.

2.          RESERVES

            Before  declaration of any dividend or any  distribution of profits,
the Board of  Directors  may set aside from time to time out of the funds of the
Corporation  available  for  dividends  such  sum or  sums as the  Board  in its
discretion  may think proper as a reserve fund for any proper  purpose,  and the
Board may alter or abolish any such reserve or reserves.

                            SECTION XII- DEFINITIONS

            Except as the context may otherwise  require,  the unqualified  word
"stockholder"  as used in these  By-Laws shall mean the holders of Class A stock
of the  Corporation  and shall not  include  holders of Class B stock or Class C
stock of the Corporation.


                              SECTION XIII- NOTICES

1.          FORM

            Whenever under the provisions of these By-Laws notice is required to
be given to any stockholder,  director, or officer, it shall not be construed to
require  personal  notice,  but such notice may be given in writing by mail,  by
depositing  the same in the post  office or  letter-box  in a  postpaid,  sealed
wrapper, addressed to such stockholder, director, or officer at such address as
appears  for him or her on the books of the  Corporation,  or in  default of any
such address, to the stockholder,  director,  or officer at his last known place
of address or at the  general  post office in the City of  Wilmington,  State of
Delaware;  and any such notice  shall be deemed to be given at the time that the
same shall be thus mailed.

2.          WAIVER

            Any  stockholder,  director,  or officer  may waive in  writing  any
notice  required to be given under these  By-Laws,  whether  before or after the
time stated herein.


                             SECTION XIV- AMENDMENTS

            These By-Laws may be supplemented,  amended, altered, or repealed by
the  affirmative  vote of the  holders  of a  majority  of the stock  issued and
outstanding  and  entitled  to  vote  thereat  at  any  regular  meeting  of the
stockholders,  or at any special  meeting of the  stockholders  if notice of the
proposed  action in respect of the  By-Laws  be  contained  in the notice of the
meeting;  or by the  affirmative  vote  of a  majority  of the  whole  Board  of
Directors at a regular meeting.