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                                                                     EXHIBIT 3.7



                                   BY-LAWS
                                     OF
                                 ALTEON INC.



                                  ARTICLE I

                                   OFFICES

         SECTION 1.  REGISTERED OFFICE.  The registered office of the
Corporation within the State of Delaware shall be located at the Corporation
Trust Center, 1209 Orange Street in the City of Wilmington, County of New
Castle, State of Delaware 19801, and the name of the registered agent in charge
thereof is The Corporation Trust Company.

         SECTION 2.  OTHER OFFICES.  The Corporation may have other offices, 
either within or without the State of Delaware, at such place or places as the 
Board of Directors may from time to time determine or the business of the 
Corporation may require.


                                 ARTICLE II

                          MEETINGS OF STOCKHOLDERS

         SECTION 1.  PLACE.  All meetings of the stockholders shall be held at
such place, either within or without the State of Delaware, as shall be
designated by the Board of Directors, or in the case of special meetings, at
the place specified in the notice of the meeting.

         SECTION 2.  ANNUAL MEETING. The annual meeting of stockholders for the
election of directors and for such other business as may properly come before
the meeting shall be held at such date and time as may be designated by the
Board of Directors.

         SECTION 3.  SPECIAL MEETINGS.  Special meetings of the stockholders,
for any purpose or purposes, may be called only by the Chairman of the Board,
President or Secretary, or by resolution of the Board of Directors.

         SECTION 4.  NOTICE.  Written notice of the place, date and hour of any
annual or special meeting of the stockholders shall be given by the Secretary
or any Assistant Secretary not less than ten (10) nor more than sixty (60) days
prior to the meeting, to each stockholder of record entitled to vote thereat at
his/her post office address as the same appears on the books of the Corporation
at the time of such mailing. The notice of any special meeting shall state, in
addition, the purpose or purposes for which the meeting is called.  Notice of
any meeting of  stockholders need not be given to any stockholder who shall
sign a waiver of such notice in writing, whether before or after the time of
such meeting, or to any stockholder who shall attend such meeting in person or
by proxy.  Notice of any adjourned meeting of the stockholders of the
Corporation need not be given, except as otherwise required by statute.
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         SECTION 5.  RECORD DATE.  For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action affecting the interests of stockholders, the Board
of Directors may fix, in advance, a record date.  Such date shall not be more
than sixty (60) nor less than ten (10) days before the date of any such
meeting, nor more than sixty (60) days prior to any other action.

         In each such case, except as otherwise provided by law, only such
persons as shall be stockholders of record on the date so fixed shall be
entitled to notice of, and to vote at, such meeting and any adjournment
thereof, or to express such consent or dissent, or to receive payment of such
dividend, or such allotment of rights, or otherwise to be recognized as
stockholders for the related purpose, notwithstanding any registration or
transfer of stock on the books of the Corporation after any such record date so
fixed.

         SECTION 6.  QUORUM.  Except as otherwise provided by statute or the
Certificate of Incorporation of the Corporation, the presence, in person or by
proxy, of stockholders holding a majority of the shares of the stock of the
Corporation generally entitled to vote shall constitute a quorum at all
meetings of the stockholders for the transaction of business.  When a quorum is
once present to organize a meeting, it is not broken by the subsequent
withdrawal of any stockholders.  In the absence of a quorum at any meeting or
any adjournment thereof, a majority in interest of the stockholders entitled to
vote thereat, present in person or by proxy, shall have the power to adjourn
the meeting from time to time, without any notice other than announcement at
the meeting of the time and place of the adjourned meeting, until the requisite
amount of shares entitled to vote thereat shall be present.  At any such
adjourned meeting at which the requisite amount of shares entitled to vote
thereat shall be represented, any business may be transacted which might have
been transacted at the meeting as originally noticed.  If the adjournment is
for more than thirty (30) days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

         SECTION 7.  VOTING.  Unless otherwise provided by any provision of the
laws of the State of Delaware or of the Certificate of Incorporation or these
By-Laws, each stockholder entitled to vote shall be entitled to one vote, in
person or by proxy, for each share of stock held by such stockholder.  All
elections for directors shall be decided by plurality vote, and all other
questions shall be decided by majority vote, except as otherwise provided by
the laws of the State of Delaware or the Certificate of Incorporation or these
By-Laws.

         SECTION 8.  PROXIES.  Every proxy must be executed in writing by the
stockholder or by his/her attorney-in-fact.  No proxy shall be valid after the
expiration of three (3) years from the date thereof, unless otherwise provided
in the proxy.  Every proxy shall be revocable at the pleasure of the
stockholder executing it, except in those cases where an irrevocable proxy is
permitted by law.
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         SECTION 9.  ACTION WITHOUT MEETING.  To the fullest extent permitted
by law, whenever a vote of stockholders at a meeting thereof is required or
permitted to be taken in connection with any corporate action by any provision
of the laws of the State of Delaware or of the Certificate of Incorporation or
these By-Laws, the meeting, prior notice thereof and the vote of stockholders
may be dispensed with if the holders of shares of stock of the Corporation
having not less than the minimum number of votes that would have been necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted shall consent in writing to the taking of
such action. Where corporate action is taken in such manner by less than
unanimous written consent, prompt written notice of the taking of such action
shall be given to all stockholders who have not consented in writing thereto.

         SECTION 10.  STOCKHOLDERS' PROPOSALS.  A stockholder may bring
business before a meeting of stockholders only if (a) such business may
otherwise properly be brought before the meeting, (b) such stockholder shall
have given, and the Corporation shall have received at its principal executive
offices addressed to the Secretary, notice of such business not less than
twenty (20) days prior to such meeting, and (c) in the case of a special
meeting of stockholders, such business is within the purpose or purposes
specified in the notice of the meeting.


                                  ARTICLE III

                                   DIRECTORS

         SECTION 1.  NUMBER AND TERM.  The number of directors that shall
constitute the whole Board of Directors shall be no less than four (4) and no
more than ten (10).  The number of directors may be increased within the range
of four (4) to ten (10) by a vote of the Board without stockholder approval.
The Board of Directors shall be divided into three (3) classes, which are
designated Class A, Class B and Class C, respectively.  The directors in each
class shall be as equal in number as possible.  At each annual meeting of
stockholders, directors to replace those whose terms expired at such meeting
shall be elected to hold office until the third succeeding annual meeting and
until their successors have been elected and shall have qualified.

         SECTION 2.  RESIGNATIONS. Any director or member of a committee of the
Board of Directors may resign at any time.  Such resignation shall be made in
writing, and shall take effect at the time specified therein, and if no time be
specified, at the time of its receipt by any officer of the Corporation.  The
acceptance of a resignation shall not be necessary to make it effective.

         SECTION 3.  VACANCIES.  If any vacancy shall occur on the Board of
Directors or on a committee of the Board of Directors, for any reason, the
remaining directors in office, though less than a quorum, by a majority vote
may appoint any qualified person to fill such
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vacancy.  Such person shall hold office for the unexpired term and until
his/her successor shall be elected and qualified.

         SECTION 4.   INCREASE OF NUMBER OF DIRECTORS.  Newly created
directorships resulting from any increase in the authorized number of directors
may be filled only by a majority of the directors then in office, although less
than a quorum, or by a sole remaining director.

         SECTION 5.  POWERS.  The property, affairs and business of the
Corporation shall be managed by or under the direction of the Board of
Directors which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute, by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done
by the stockholders.


                                   ARTICLE IV

                             MEETINGS OF THE BOARD

         SECTION 1.  PLACE.  The Board of Directors of the Corporation may hold
meetings, both regular and special, either  within or without the State of
Delaware.

         SECTION 2.  PARTICIPATION IN MEETINGS BY TELEPHONE.  Members of the
Board of Directors, or any committee thereof, may participate in a meeting of
such Board or committee by means of conference telephone or similar
communications equipment that enables all persons participating in the meeting
to hear each other.  Such participation shall constitute presence in person at
such meeting.

         SECTION 3.  ANNUAL MEETING.  The annual meeting of the Board of
Directors shall be held immediately after the annual meeting of stockholders,
and no notice of such meeting shall be necessary in order to constitute the
meeting, provided a quorum shall be present.  In the event such annual meeting
is not held at such time and place, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a duly
executed waiver of notice thereof.

         SECTION 4.  REGULAR MEETINGS.  Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board of Directors.
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         SECTION 5.  SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be called by the Chairman of the Board, if any, or by the
President not less than one (1) day before the meeting; special meetings shall
be called by the Chairman of the Board, President or Secretary on like notice
on the written request of two (2) directors.

         SECTION 6.  QUORUM; ACT OF THE BOARD OF DIRECTORS.  At all meetings of
the Board of Directors, a majority of the total number of directors shall be
necessary to be and constitute a quorum for the transaction of business.  The
vote of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.  If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time until a quorum shall be present.
Notice of any such adjournment shall be given to any directors who were not
present and, unless announced at the meeting, to the other directors.  For
purposes of the foregoing, any director who participates in any meeting of the
Board of Directors by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other shall be deemed to be present in person at such meeting.

         SECTION 7.  COMPENSATION.  Directors, as such, shall not receive any
stated salary for their services.  By resolution of the Board of Directors,
however, a fixed fee together with expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the Board of
Directors or of any committee of the Board of Directors, provided that nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
Further, by resolution of the Board of Directors, the Chairman of the Board may
receive a stipend in connection with his or her services rendered as Chairman.

         SECTION 8.  ACTION WITHOUT MEETING.  Whenever any action is required
or permitted to be taken at a meeting of the Board of Directors, such action
may be taken without a meeting if, prior or subsequent to the taking of such
action, all members of the Board of Directors consent thereto in writing and
such written consent or consents are filed with the minutes of the proceedings
of the Board; and such written consent or consents shall have the same effect
as a unanimous vote at a meeting of the Board of Directors at which all members
thereof were present and voting.

         SECTION 9.  COMMITTEES.  The Board of Directors, by resolution adopted
by a majority of the whole Board, may from time to time designate from among
its members an executive committee, an audit committee, a compensation
committee and such other committees, and alternate members thereof, as they may
deem desirable, each such committee consisting of one or more members, with
such power and authority (to the extent permitted by law) as may be provided in
such resolution.  Each such committee shall serve at the pleasure of the Board.
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                                   ARTICLE V

                                    NOTICES

         SECTION 1.  FORM; DELIVERY.  Notices to directors and stockholders
shall be in writing and may be delivered personally or by mail or telegram.
Notice by mail shall be deemed to be given at the time when deposited in any
post office or letter box, in a post-paid sealed wrapper, and addressed to
directors or stockholders at their addresses appearing on the records of the
Corporation, unless any such director or stockholder shall have filed with the
Secretary of the Corporation a written request that notices intended for
him/her be mailed or delivered to some other address, in which case the notice
shall be mailed to or delivered at the address designated in such request.
Notice to directors may also be given by leaving the notice at the residence or
usual place of business of a director.

         SECTION 2.  WAIVER.  Whenever a notice is required to be given by any
statute or these By-Laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to such notice.  Attendance of a person at
a meeting of stockholders, directors or any committee of directors, as the case
may be, shall constitute a waiver of notice of such meeting, except when the
person is attending for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.  Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of stockholders, directors or
committee of directors need be specified in any written waiver of notice.


                                   ARTICLE VI

                                    OFFICERS

         SECTION 1.  OFFICERS.  The officers of the Corporation shall be a
Chairman of the Board, a President, a Treasurer, and a Secretary, all of whom
shall be elected by the Board of Directors and who shall hold office until
their successors are elected and qualified or until their earlier resignation
or removal. In addition, the Board of Directors may elect a Chief Operating
Officer, one or more Vice Presidents, and such Assistant Secretaries and
Assistant Treasurers as the Board of Directors may deem proper.  None of the
officers of the Corporation need be directors.  The officers shall be elected
at the first meeting of the Board of Directors after each annual meeting of
stockholders.  Any officer elected by the Board of Directors may be removed
with or without cause at any time by the Board of Directors.  Any number of
offices may be held by the same person.

         SECTION 2.  OTHER OFFICERS AND AGENTS.  The Board of Directors may
elect such other officers and agents as it may deem advisable, who shall hold
their offices for such
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terms, shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

         SECTION 3.  COMPENSATION.  Except as otherwise provided in any
employment agreement to which the Corporation is a party, the compensation of
all officers of the Corporation shall be fixed by the Board of Directors, and
the compensation of agents shall either be so fixed or shall be fixed by
officers thereunto duly authorized.

         SECTION 4.  VACANCIES.  If an office becomes vacant for any reason,
the Board of Directors may fill such vacancy. Any officer so elected by the
Board of Directors shall serve only until such time as the unexpired term of
his/her predecessor shall have expired, unless reelected by the Board of
Directors or unless he/she shall resign or be removed in accordance with these
By-Laws.

         SECTION 5.  CHAIRMAN OF THE BOARD.  The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors.
He/she shall see that all orders and resolutions of the Board are carried into
effect, subject, however, to the right of the directors to delegate any
specific powers to any other officer or officers of the Corporation.  He/she
shall have the authority to execute bonds, mortgages and other contracts under
the seal of the Corporation except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation.   He/she shall perform such other duties as may from
time to time be requested by the Board of Directors.

         SECTION 6.  PRESIDENT.  The President shall be the Chief Executive
Officer of the Corporation. He/she shall have general and active management of
the business of the Corporation, shall see that all orders and resolutions of
the Board are carried into effect, subject, however, to the right of the
Chairman of the Board and the directors to delegate any specific powers, except
such as may be by statute exclusively conferred on the Chief Executive Officer,
to any other officer or officers of the Corporation.  He/she shall have the
authority to execute bonds, mortgages and other contracts under the seal of the
Corporation except where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation.  He/she shall have the general powers and duties of supervision
and management usually vested in the Chief Executive Officer of a corporation.
He/she shall present a report of the condition of the business of the
Corporation at each annual meeting of the stockholders and the Board of
Directors.  In the absence of the Chairman of the Board, he/she shall preside
at all meetings of the stockholders and of the Board of Directors.  He/she
shall perform such other duties as may from time to time be requested by the
Board of Directors.

         SECTION 7.  CHIEF OPERATING OFFICER.  A Chief Operating Officer, if
one has been appointed, shall be vested with all the powers, and shall be
required to perform all the duties, as may be properly assigned by the Board of
Directors, the Chairman of the Board or the President.
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         SECTION 8.  VICE PRESIDENT(S).  The Vice President or Vice Presidents,
acting under the direction of the President, shall manage the business and
affairs of the Corporation and shall have such other powers and duties as may
from time to time be assigned by the Board of Directors, the Chairman of the
Board or the President.  Subject to any limitations imposed by the Board of
Directors, the Vice President or Vice Presidents in the order of their election
shall have all the powers and duties of the President in the event of the
President's absence or inability to act.

         SECTION 9.  SECRETARY AND ASSISTANT SECRETARY(IES).   The Secretary
shall attend all meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings of the meetings of the stockholders
and of the Board of Directors in a book to be kept for that purpose and shall
perform like duties for the standing committees if required.  He/she shall
give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors, the Chairman of the Board or
the President, under whose supervision he/she shall be.  He/she shall have
custody of the seal of the Corporation and he/she or an Assistant Secretary
shall have authority to affix the same to any instrument requiring it, and,
when so affixed, it may be attested by his/her signature or by the signature of
such Assistant Secretary.  The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by his/her signature.  He/she shall keep in safe custody the
certificate books and stockholder records and such other books and records as
the Board of Directors may direct and shall perform all other duties incident
to the office of Secretary.

         The Assistant Secretary or, if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors (or if there be
no such determination, then in the order of their election) shall, in the
absence of the Secretary or in the event of his/her inability to act, perform
the duties and exercise the powers of the Secretary and shall perform such
other duties and have such other powers as the Board of Directors may from time
to time prescribe.

         SECTION 10.  TREASURER AND ASSISTANT TREASURER(S). The Treasurer shall
have the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys 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.  He/she shall disburse the funds of the Corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Board of Directors, the Chairman of the
Board and the President at its regular meetings, or when the Board of Directors
so requires, an account of all of his/her transactions as Treasurer and of the
financial condition of the Corporation.  If required by the Board of Directors,
he/she shall give the Corporation a bond (which shall be renewed from time to
time) in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his/her
office and for the restoration to the Corporation, in case of his/her death,
resignation, retirement or removal from office, of all
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books, papers, vouchers, money and other property of whatever kind in his/her
possession or under his/her control belonging to the Corporation.

         The Assistant Treasurer or, if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Treasurer or in the event of his/her inability to act,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

         SECTION 11.  RESIGNATIONS.  Any officer may resign at any time.  Such
resignation shall be made in writing, and shall take effect at the time
specified therein or, if no time shall be specified, at the time of its receipt
by any officer of the Corporation.  The acceptance of a resignation shall not
be necessary to make it effective.


                                  ARTICLE VII

                               STOCK CERTIFICATES

         SECTION 1.  FORM; SIGNATURE.  The certificates for shares of stock of
the Corporation shall be in such form as shall be determined by the Board of
Directors and shall be numbered consecutively and entered in the books of the
Corporation as they are issued.  Each certificate shall exhibit the registered
holder's name, the number and class of shares and the date of issuance thereof
and shall be signed by, or in the name of, the Corporation by (i) the Chairman
of the Board of Directors, the President or any Vice President and (ii) the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the Corporation, certifying the number of shares owned by such holder in the
Corporation.  In case any officer who has signed a certificate shall cease to
be an officer before such certificate is issued, it may be issued with the same
effect as if he/she were such officer at the date of issue.  Each certificate
exchanged or returned to the Corporation shall be marked "Canceled", with the
date of cancellation.

         SECTION 2.  LOST CERTIFICATES.  The Board of Directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed.  When authorizing
such issue of a new certificate or certificates, the Board of Directors may, in
its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate or certificates, or
his/her legal representative, to advertise the same in such manner as it shall
require and/or to give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate or certificates alleged to have been lost, stolen or
destroyed or the issuance of such new certificate or certificates.
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         SECTION 3.  REGISTRATION OR TRANSFER.  Upon surrender to the
Corporation or any transfer agent of the Corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the Corporation or
such transfer agent to issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books.

         SECTION 4.  REGISTERED STOCKHOLDERS.  The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as such owner, and shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise
provided by the laws of Delaware.


                                  ARTICLE VIII

                               GENERAL PROVISIONS

         SECTION 1.  DIVIDENDS.  Dividends upon the shares of the Corporation
may be declared by the Board of Directors, from time to time, at any regular or
special meeting.  Dividends may be paid in cash, in property, or in shares of
stock, subject to the provisions of the Certificate of Incorporation and the
provisions of the Delaware General Corporation Law or any successor statute.

         SECTION 2.  RESERVES.  The directors may set apart out of any funds of
the Corporation legally available for dividends such sum or sums as the Board
of Directors, in its absolute discretion, thinks proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the Corporation, or for such other purpose as
the directors shall determine to be in the best interests of the Corporation,
and the directors may modify or abolish any such reserve.

         SECTION 3.  ANNUAL STATEMENT.  The Board of Directors shall present at
each annual meeting of stockholders a full and clear statement of the business
and condition of the Corporation.

         SECTION 4.  CHECKS.  All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

         SECTION 5.  FISCAL YEAR.  The fiscal year of the Corporation shall
commence on January 1 and end on December 31.
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         SECTION 6.  SEAL.  The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware".  The seal may be used by causing it or a facsimile to be
impressed or affixed or reproduced or otherwise.

                                   ARTICLE IX

                         INDEMNIFICATION AND INSURANCE

         SECTION 1.  INDEMNIFICATION AND INSURANCE.  Every person who was or is
a party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he/she or a person of whom he/she is the legal
representative is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation or for its benefit as a director or
officer of another corporation, or as its representative in another enterprise,
shall be indemnified and held harmless to the fullest extent legally
permissible under and pursuant to any procedure specified in the General
Corporation Law of the State of Delaware, as amended from time to time, against
all expenses, liabilities and losses (including attorneys' fees, judgments,
fines and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him/her in connection therewith.  Such right of indemnification
shall be a contract right that may be enforced in any manner desired by such
person.  Such right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any agreement,
vote of stockholders, provision of law or otherwise, as well as their rights
under this Article.

         The Board of Directors may cause the Corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out
of such status, whether or not the Corporation would have the power to
indemnify such person.


                                   ARTICLE X

                                   AMENDMENTS

         SECTION 1.  AMENDMENT BY STOCKHOLDERS.  These By-Laws may be amended
by the stockholders, not inconsistent with the Corporation's Articles of
Incorporation or the laws of the State of Delaware, at any annual or special
meeting of the stockholders, by a two-thirds vote of all outstanding shares of
the Corporation.
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         SECTION 2.  AMENDMENT BY BOARD OF DIRECTORS.  The Board of Directors
by a majority vote of the whole Board at any meeting may amend these By-Laws,
including By-Laws adopted by the stockholders, provided the stockholders may
from time to time specify particular provisions of these By-Laws that may not
be amended by the Board of Directors.


As amended through April 20, 1999.