Exhibit 3.1

                           BY-LAWS
                             OF
                    PROVIDIAN CORPORATION


                          ARTICLE I

                        Stockholders

      Section 1.1    Annual Meetings.  An annual meeting  of
stockholders shall be held for the election of the directors
at  such date, time and place, either within or without  the
State of Delaware, as may be designated by resolution of the
Board  of  Directors from time to time.   Any  other  proper
business may be transacted at the annual meeting.

      Section  1.2     Special  Meetings.   (a)  Any  action
required or permitted to be taken by the stockholders of the
Corporation  must  be effected at a duly  called  annual  or
special  meeting of stockholders of the Corporation and  may
not   be  effected  by  any  consent  in  writing  by   such
stockholders.   Except  as otherwise  required  by  law  and
subject to the rights of the holders of any class or  series
of  stock  having a preference over the Common Stock  as  to
dividends   or   upon  liquidation,  special   meetings   of
stockholders of the Corporation may be called  only  by  the
Board  of  Directors pursuant to a resolution adopted  by  a
majority   of  the  total  number  of  authorized  directors
(whether  or  not  there exist any vacancies  in  previously
authorized directorships at the time any such resolution  is
presented to the Board for adoption).

      (b)   Special  meetings  of the  stockholders  of  the
Corporation  may  be held at such time  and  at  such  place
within or without the State of Delaware, as may be stated in
the call.

      Section  1.3.   Notice of Meetings; Waiver of  Notice.
Whenever stockholders are required or permitted to take  any
action  at a meeting, a written notice of the meeting  shall
be  given which shall state the place, date and hour of  the
meeting, and, in the case of a special meeting, the  purpose
or  purposes  for which the meeting is called.  No  business
may  be  conducted at a special meeting except such business
as  has  been  brought before the meeting  pursuant  to  the
Corporation's notice of meeting.  Unless otherwise  provided
by law, the written notice of any meeting shall be given not
less than ten (10) nor more than fifty (50) days before  the
date of the meeting to each stockholder entitled to vote  at
such meeting.  If mailed, such notice shall be deemed to  be
given  when  deposited  in the United States  mail,  postage
prepaid,  directed to the stockholder at his address  as  it
appears on the records of the Corporation.  A written waiver
of notice, signed by the person or persons entitled thereto,
whether  before or after the time stated therein,  shall  be
deemed  equivalent to notice.  Attendance of a person  at  a
meeting of stockholders shall constitute a waiver of  notice
of  such  meeting,  except when the  stockholder  attends  a
meeting  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 the stockholders need
be specified in any written waiver of notice.

       Section  1.4.    Adjournments.   At  any  meeting  of
stockholders, annual or special, the Chairman of the meeting
may, without a stockholder vote, or the stockholders present
may,  by  majority  vote,  adjourn  from  time  to  time  to
reconvene  at the same or some other place, and notice  need
not  be given of any such adjourned meeting if the time  and
place  thereof  are announced at the meeting  at  which  the
adjournment   is  taken.   At  the  adjourned  meeting   the
Corporation may transact any business which might have  been
transacted  at the original meeting.  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   1.5.     Quorum.   At   each   meeting   of
stockholders, except where otherwise provided by law or  the
Certificate  of Incorporation or these By-laws, the  holders
of  a  majority of the outstanding shares of each  class  of
stock entitled to vote at the meeting, present in person  or
by  proxy,  shall constitute quorum.  In the  absence  of  a
quorum,   the  Chairman  of  the  meeting  may,  without   a
stockholder  vote, or the stockholders so  present  may,  by
majority vote, adjourn the meeting from time to time in  the
manner  provided  by Section 1.4 of these  By-laws  until  a
quorum shall attend.

      Section 1.6.   Organization.  Meetings of stockholders
shall  be presided over by the Chairman of the Board  or  in
the  Chairman's absence by the President or in their absence
by  a  chairman chosen at the meeting.  The Secretary  shall
act  as  secretary of the meeting, but in  his  absence  the
chairman  of the meeting may appoint any person  to  act  as
secretary of the meeting.

      Section  1.7.    Voting;  Proxies.   Each  stockholder
entitled  to  vote at any meeting of stockholders  shall  be
entitled  to one vote for each share of stock held  by  such
stockholder  which  has  voting power  upon  the  matter  in
question.  Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to  act
for  such  stockholder by proxy, but no such proxy shall  be
voted  or acted upon more than eleven months after its date.
Voting  at  meetings of stockholders need not be by  written
ballot  or  need not be conducted by inspectors  unless  the
holders  of  a  majority of the outstanding  shares  of  all
classes of stock entitled to vote thereon present in  person
or  by  proxy  at such meeting shall so determine.   At  all
meetings  of  stockholders  for  election  of  directors   a
plurality  of the votes cast shall be sufficient  to  elect.
All  other  elections and questions shall, unless  otherwise
provided by law or by the Certificate of Incorporation or by
these  By-laws, be decided by the vote of the holders  of  a
majority  of the outstanding shares of all classes of  stock
entitled  to vote thereon present in person or by  proxy  at
the meeting, provided that (except as otherwise required  by
law  or by the Certificate of Incorporation or by these  By-
laws) the Board of Directors may require a larger vote  upon
any election or question.

       Section  1.8.    Fixing  Date  for  Determination  of
Stockholders  of Record.  In order that the Corporation  may
determine the stockholders entitled to notice of or to  vote
at  any  meeting of stockholders or any adjournment thereof,
or  entitled  to  receive payment of any dividend  or  other
distribution  or  allotment of any rights,  or  entitled  to
exercise any rights in respect of any change, conversion  or
exchange  of  stock or for the purpose of any  other  lawful
action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) nor less  than
ten (10) days before the date of such meeting, nor more than
sixty  (60)  days prior to any other action.  If  no  record
date   is  fixed:   (1)  the  record  date  for  determining
stockholders entitled to notice of or to vote at  a  meeting
of stockholders shall be at the close of business on the day
next  preceding  the day on which notice is  given,  or,  if
notice  is waived, at the close of business on the day  next
preceding the day on which the meeting is held; and (2)  the
record  date  for  determining stockholders  for  any  other
purpose  shall  be at the close of business on  the  day  on
which  the Board of Directors adopts the resolution relating
thereto.  A determination of stockholders of record entitled
to  notice of or to vote at a meeting of stockholders  shall
apply  to any adjournment of the meeting; provided, however,
that  the  Board of Directors may fix a new record date  for
the adjourned meeting.

      Section 1.9.   List of Stockholders Entitled to  Vote.
The Secretary shall prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of the
stockholders  entitled to vote at the meeting,  arranged  in
alphabetical  order,  and  showing  the  address   of   each
stockholder and the number of shares registered in the  name
of  each  stockholder.   Such list  shall  be  open  to  the
examination of any stockholder, for any purpose  germane  to
the meeting, during ordinary business hours, for a period of
at  least  ten (10) days prior to the meeting, either  at  a
place  within the city where the meeting is to beheld, which
place  shall be specified in the notice of the meeting,  or,
if not so specified, at the place where the meeting is to be
held.  The list shall also be produced and kept at the  time
and  place of the meeting during the whole time thereof  and
may  be  inspected by any stockholder who is present.   Upon
the  willful neglect or refusal of the directors to  produce
such  a  list in any meeting for the election of  directors,
they  shall be ineligible for election to any office at such
meeting.  The stock ledger shall be the only evidence as  to
who  are  the  stockholders entitled  to examine  the  stock
ledger,  the  list  of  stockholders of  the  books  of  the
Corporation, or to vote in person or by proxy at any meeting
of stockholders.

      Section 1.10.  Notice of Stockholder Business.  At  an
annual meeting of the stockholders, only such business shall
be  conducted as shall have been properly brought before the
meeting.   To  be properly brought before an annual  meeting
business must be (a) specified in the notice of meeting  (or
any  supplement thereto) given by or at the direction of the
Board  of  Directors, (b) otherwise properly brought  before
the  meeting  by  or  at  the  direction  of  the  Board  of
Directors,  or  (c)  otherwise properly brought  before  the
meeting  by  a  stockholder.  For business  to  be  properly
brought  before  an  annual meeting by  a  stockholder,  the
stockholder must have given timely notice thereof in writing
to  the  Secretary  of the Corporation.   To  be  timely,  a
stockholder's  notice must be delivered  to  or  mailed  and
received   at  the  principal  executive  offices   of   the
Corporation,  not less than sixty (60) days  nor  more  than
ninety  (90)  days prior to the meeting; provided,  however,
that  in the event that less than seventy (70) days'  notice
or  prior  public disclosure of the date of the  meeting  is
given or made to stockholders, notice by the stockholder  to
be  timely must be so received not later than the  close  of
business  on the tenth day following the day on  which  such
notice of the date of the annual meeting was mailed or  such
public  disclosure was made.  A stockholder's notice to  the
Secretary  shall set forth as to each matter the stockholder
proposes  to  bring before the annual meeting  (a)  a  brief
description of the business desired to be brought before the
annual  meeting and the reasons for conducting such business
at  the  annual meeting, (b) the name and address,  as  they
appear  on  the  Corporation's  books,  of  the  stockholder
proposing such business, (c) the class and number of  shares
of  the  Corporation  which are beneficially  owned  by  the
stockholder,   and  (d)  any  material   interest   of   the
stockholder  in such business.  Notwithstanding anything  in
these  By-laws  to  the  contrary,  no  business  shall   be
conducted at an annual meeting except in accordance with the
procedures set forth in this Section 1.10.  The Chairman  of
an annual meeting shall, if the facts warrant, determine and
declare  to  the  meeting  that business  was  not  properly
brought  before  the  meeting and  in  accordance  with  the
provisions of this Section 1.10, and if the Chairman  should
so  determine, the Chairman shall so declare to the  meeting
and  any  such  business  not properly  brought  before  the
meeting shall not be transacted.


                         ARTICLE II

                     Board of Directors

      Section 2.1.   General Powers.  The Board of Directors
shall  manage  the business and affairs of the  Corporation,
and,  subject  to  any  restrictions  imposed  by  law,  the
Articles of Incorporation or these By-laws, may exercise all
powers of the Corporation.

      Section  2.2.    Number and Term  of  Directors.   (a)
Except  as  otherwise fixed by or pursuant to the provisions
of  Article  FOURTH  of  the  Certificate  of  Incorporation
relating to the rights of the holders of any class or series
of  stock  having a preference over the Common Stock  as  to
dividends  or upon liquidation to elect additional directors
under specified circumstances, the number of directors shall
be  fixed  from  time to time exclusively by  the  Board  of
Directors  pursuant to resolution adopted by a  majority  of
the  total  number of authorized directors (whether  or  not
there   exists   any  vacancies  in  previously   authorized
directorships at the time any such resolutions is  presented
to  the Board for adoption), but shall be not less than  the
minimum  number prescribed by law nor more than  twenty-five
(25).  The directors, other than those who may be elected by
the  holders  of  any  class or series  of  stock  having  a
preference  over  the Common Stock as to dividends  or  upon
liquidation, shall be classified, with respect to  the  time
for which they severally hold office, into three classes, as
nearly  equal  in number as possible, as determined  by  the
Board  of  Directors of the Corporation,  one  class  to  be
originally elected for a term expiring at the annual meeting
of  stockholders  to be held in 1986, another  class  to  be
originally elected for a term expiring at the annual meeting
of  stockholders to be held in 1987, and another class to be
originally elected for a term expiring at the annual meeting
of  stockholders to be held in 1988, with each class to hold
office  until  its successor is elected and  qualified.   At
each  annual meeting of the stockholders of the Corporation,
the  successors of the class of directors whose term expires
at  that meeting shall be elected to hold office for a  term
expiring at the annual meeting of stockholders held  in  the
third year following the year of their election.

      (b)  Advance notice of stockholder nominations for the
election  of directors shall be given in the manner provided
in Section 2.9 of Article II of these By-laws.

     (c)  No person shall be eligible to serve as a director
after  the  annual meeting of stockholders next  after  such
person  reaches  seventy  (70)  years  of  age.   When   the
employment  status of a director changes, that person  shall
offer his or her resignation from the Board of Directors.

      (d)   Except as otherwise provided for or fixed by  or
pursuant  to  the  provisions  of  Article  FOURTH  of   the
Certificate of Incorporation relating to the rights  of  the
holders  of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation to
elect  additional  directors under specified  circumstances,
newly  created directorships resulting from any increase  in
the  authorized number of directors or any vacancies in  the
Board   of  Directors  resulting  from  death,  resignation,
retirement,  disqualification, remove from office  or  other
cause  may  be  filled  only by the affirmative  vote  of  a
majority  of  the remaining directors then in  office,  even
though  less  than a quorum of the Board of Directors.   Any
director  elected in accordance with the preceding  sentence
shall hold office for the remainder of the full term of  the
class of directors in which the new directorship was created
or  the vacancy occurred and until such director's successor
shall  have been elected and qualified.  No decrease in  the
number  of  directors constituting the  Board  of  Directors
shall shorten the term of any incumbent director.

      (e)  Subject to the rights of the holders of any class
or series of stock having a preference over the Common Stock
as  to  dividends  or upon liquidation to  elect  additional
directors  under specified circumstances, any  director,  or
the entire Board of Directors, may be removed from office at
any  time,  but  only for cause and only by the  affirmative
vote  of the holders of at least eighty (80) percent of  the
voting  power of all of the then outstanding shares  of  the
stock  entitled  to  vote  generally  in  the  election   of
directors, voting together as a single class.

      Section 2.3.   Regular Meetings.  Regular meetings  of
the Board of Directors may be held at such places within  or
without the State of Delaware and at such times as the Board
of  Directors  may from time to time determine,  and  if  so
determined notices thereof need not be given.

      Section 2.4.   Special Meetings.  Special meetings  of
the  Board  of  Directors may be held at any time  or  place
within  or without the State of Delaware whenever called  by
the  Chairman of the Board or by a majority of the Board  of
Directors.  Reasonable notice thereof shall be given by  the
Chairman  of the Board or the Secretary, or by the directors
calling  the  meeting, to each director who has  not  waived
such notice, unless all directors are present.

      Section  2.5.   A majority of the directors  qualified
and  in office at any time shall constitute a quorum for the
transaction  of business at any meeting of the Board  except
that if there is an event number of directors qualified  and
in  office,  one-half  of the members  of  the  Board  shall
constitute a quorum.  Whether or not a quorum is present,  a
majority  of  the directors present at any  meeting  of  the
Board  may  adjourn the meeting to some later time.   Unless
otherwise  provided in the Certificate of  Incorporation  or
elsewhere  in  these By-laws, when a quorum is present,  the
vote of a majority of the directors present shall decide any
question.

      Section 2.6.   Organization.  Meetings of the Board of
Directors  shall  be presided over by the  Chairman  of  the
Board or in his absence by the President or in their absence
by  a  chairman chosen at the meeting.  The Secretary  shall
act  as  secretary of the meeting, but in  his  absence  the
chairman  of the meeting may appoint any person  to  act  as
secretary of the meeting.

      Section  2.7.    Informal Action  by  Directors.   Any
action  required or permitted to be taken at any meeting  of
the Board of Directors, or of any committee thereof, may  be
taken  without  a  meeting if all members of  the  Board  of
Directors or of such committee, as the case may be,  consent
thereto  in writing, and the writing or writings  are  filed
with the minutes or proceedings of the Board of Directors or
committee.

      Section  2.8.   Compensation.  Fees for service  as  a
director  and/or  fees and reimbursement  for  expenses  for
attendance at meetings of the Board or any committee thereof
may be fixed by resolution of the Board.

      Section  2.9.   Notice of Stockholder Nominees.   Only
persons  who are nominated in accordance with the procedures
set forth in this Section 2.9 shall be eligible for election
as  directors.  Nominations of persons for election  to  the
Board  of  Directors of the Corporation may  be  made  at  a
meeting of stockholders of the Corporation entitled to  vote
for  the  election of directors at the meeting who  complied
with  the  notice procedures set forth in this Section  2.9.
Such  nominations,  other  than those  made  by  or  at  the
direction of the Board of Directors, shall be made  pursuant
to  timely  notice  in  writing  to  the  Secretary  of  the
Corporation.   To  be timely, a stockholder's  notice  shall
meet the timeliness requirements of Section 1.10 of these By-
laws.   Such stockholder's notice shall set forth (a) as  to
each  person  whom the stockholder proposes to nominate  for
election  or re-election as a director, (i) the  name,  age,
business address and residence address of such person,  (ii)
the principal occupation or employment of such person, (iii)
the  class and number of shares of the Corporation which are
beneficially  owned  by  such  person  and  (iv)  any  other
information relating to such person that is required  to  be
disclosed  in  solicitations  of  proxies  for  election  of
directors,  or is otherwise required, in each case  pursuant
to Regulation 14A under the Securities Exchange Act of 1934,
as  amended  (including  without  limitation  such  person's
written consent to being named in the proxy statement  as  a
nominee and to serving as a director if elected); and (b) as
to  the  stockholder giving the notice of (i) the  name  and
address, as they appear on the Corporation's books, of  such
stockholder and (ii) the class and number of shares  of  the
Corporation   which   are   beneficially   owned   by   such
stockholder.   At the request of the Board of Directors  any
person nominated by the Board of Directors for election as a
director  shall furnish to the Secretary of the  Corporation
that information required to be set forth in a stockholder's
notice  of  nomination which pertains to  the  nominee.   No
person  shall be eligible for election as a director of  the
Corporation   unless  nominated  in  accordance   with   the
procedures  set forth in this Section 2.9.  The Chairman  of
the  meeting  shall,  if  the facts warrant,  determine  and
declare  to  the meeting that a nomination was not  made  in
accordance with the procedures prescribed by these  By-laws,
and  if the Chairman should so determine, the Chairman shall
so declare to the meeting and the defective nomination shall
be disregarded.


                         ARTICLE III

                         Committees

     Section 3.1.   Committees.  The Board of Directors may,
by  resolution  passed  by  majority  of  the  whole  Board,
designate one or more committees, each committee to  consist
of  two  or  more of the directors of the Corporation.   Any
such  committee,  to the extent provided in the  resolution,
shall  have  and  may exercise the powers of  the  Board  of
Directors  in the management of the business and affairs  of
the   Corporation,  and  may  authorize  the  seal  of   the
Corporation  to be affixed to all papers which  may  require
it.


                         ARTICLE IV

                          Officers

        Section   4.1.     Executive   Officers;   Election;
Qualifications; Term of Office; Resignation; Vacancies.  The
Board  of Directors shall choose a Chairman, a President,  a
Secretary and a Treasurer.  The Board of Directors may  also
choose  one  or more Vice Presidents, one or more  Assistant
Secretaries and one or more Assistant Treasurers.  Each such
officer  shall  hold office until the first meeting  of  the
Board  of Directors after the annual meeting of stockholders
next  succeeding  such officer's election,  and  until  such
officer's  successor is elected and qualified or  until  the
earlier resignation or removal of such officer.  Any officer
may   resign  at  any  time  upon  written  notice  to   the
Corporation.  Any number of offices may be held by the  same
person.   Any  vacancy  occurring  in  any  office  of   the
Corporation by death, resignation, removal or otherwise  may
be filled for the unexpired portion of the term by the Board
of Directors at any regular meeting or special meeting.

      Section 4.2.   Chairman of the Board.  The Chairman of
the  Board  shall preside at all meetings of  the  Board  of
Directors  and  of  the stockholders at which  the  Chairman
shall be present.  The Chairman shall be the chief executive
officer and shall have general charge and supervision of the
business  of the Corporation; and, in general, the  Chairman
shall  perform all duties incident to the office of chairman
of  a  corporation, and such other duties as, from  time  to
time, may be assigned by the Board of Directors or as may be
provided by law.

      Section  4.3.    President.  In  the  absence  of  the
Chairman  of the Board, the President shall preside  at  all
meetings  of  the Board of Directors and of the stockholders
at  which  the  President shall be present.   The  President
shall have and may exercise such powers as are from time  to
time  assigned by the Board of Directors or by the  Chairman
or as may be provided by law.

      Section 4.4.   Vice Presidents.  The Vice President or
Vice  Presidents shall perform such duties and exercise such
functions  as  may  be  assigned to them  by  the  Board  of
Directors or the Chairman of the Board or as may be provided
by law.

      Section 4.5.   Secretary or Assistant Secretary.   The
Secretary,  or  if  there be none, the Assistant  Secretary,
shall  record  all the proceedings of the  meetings  of  the
stockholders and directors and of any committees in  a  book
to  be kept for that purpose; shall see that all notices are
duly  given in accordance with the provisions of  these  By-
laws  or  as  required  by law; shall be  custodian  of  the
records  of  the Corporation; shall see that  the  corporate
seal is affixed to all documents the execution of which,  on
behalf   of  the  Corporation,  under  its  seal,  is   duly
authorized, and when so affixed may attest the same; and, in
general, shall perform all duties incident to the office  of
Secretary of a Corporation, and such other duties  as,  from
time  to time, may be assigned by the Board of Directors  or
the Chairman or as may be provided by law.

      Section  4.6.    Treasurer.  The Treasurer shall  have
charge  of  and  be  responsible for all funds,  securities,
receipts  and  disbursements of the Corporation,  and  shall
deposit  or  cause  to be deposited,  in  the  name  of  the
Corporation,  all moneys or other valuable effects  in  such
banks, trust companies or other depositories as shall,  from
time to time, be selected by or under authority of the Board
of  Directors;  if required by the Board of  Directors,  and
shall  give a bond for the faithful discharge of the duties,
with  such surety or sureties as the Board of Directors  may
determine  and  shall  keep or cause to  be  kept  full  and
accurate records of all receipts and disbursements in  books
of  the Corporation and shall render to the Chairman and  to
the  Board  of Directors, whenever requested, an account  of
the financial condition of the Corporation; and, in general,
shall  perform  all the duties incident  to  the  office  of
Treasurer of a Corporation, and such other duties as may  be
assigned by the Board of Directors or the Chairman or as may
be provided by law.

      Section 4.7.   Other Officers.  The Board of Directors
may from time to time appoint such other officers, agents or
employees,  and may delegate to them such powers and  duties
as it may deem desirable.


                          ARTICLE V

                            Stock

      Section  5.1.   Certificates.  Every holder  of  stock
shall be entitled to have a certificate signed by or in  the
name  of  the  Corporation by the Chairman of the  Board  of
Directors, or the President or a Vice President, and by  the
Treasurer or an Assistant Treasurer, or the Secretary or  an
Assistant  Secretary,  of  the Corporation,  certifying  the
number   of  shares  owned  by  such  stockholder   in   the
Corporation.  If such certificate is countersigned (1) by  a
transfer  agent other than the Corporation or its  employee,
or  (2)  by  a registrar other than the Corporation  or  its
employee, any other signature on the certificate  may  be  a
facsimile.   In  case  any  officer,  transfer   agent,   or
registrar  who  has signed or whose facsimile signature  has
been  placed upon a certificate shall have ceased to be such
officer,   transfer   agent,  or   registrar   before   such
certificate  is issued, it may be issued by the  Corporation
with  the  same effect as if such person were such  officer,
transfer agent, or registrar at the date of issue.

       Section  5.2.    Lost,  Stolen  or  Destroyed   Stock
Certificates; Issuance of New Certificates.  The Corporation
may  issue  a new certificate of stock in the place  of  any
certificate theretofore issued by it, alleged to  have  been
lost,  stolen or destroyed, and the Corporation may  require
the  owner of the lost, stolen or destroyed certificate,  or
the   legal  representative  of  such  owner,  to  give  the
Corporation  a bond sufficient to indemnify it  against  any
claim  that may be made against it on account of the alleged
loss,  theft or destruction of any such certificate  or  the
issuance of such new certificate.


                         ARTICLE VI

                          Indemnity

      Section 6.1.   The officers, directors, employees  and
agents  of  the  Corporation  shall  have  such  rights   to
indemnification as are provided in the Article  ELEVENTH  of
the Certificate of Incorporation of the Corporation.


                         ARTICLE VII

                        Miscellaneous

      Section  7.1.   Fiscal Year.  The fiscal year  of  the
Corporation shall be determined by resolution of  the  Board
of Directors.

     Section 7.2.   Seal.  The corporate seal shall have the
name  of the Corporation inscribed thereon and shall  be  in
such  form as may be approved from time to time by the Board
of Directors.

     Section 7.3.   Form of Records.  Any records maintained
by  the  Corporation in the regular course of its  business,
including  its  stock ledger, books of account,  and  minute
books,  may  be kept on, or be in the form of  punch  cards,
magnetic tape, photographs, micro-photographs, or any  other
information  clearly legible form within a reasonable  time.
The  Corporation shall so convert any records so  kept  upon
the request of any person entitled to inspect the same.

      Section 7.4.   Amendment of By-laws.  Subject  to  the
provisions  of the Certificate of Incorporation,  these  By-
laws  may  be  altered, amended or repealed at  any  regular
meeting  of  the  stockholders (or at  any  special  meeting
thereof duly called for that purpose) by a majority vote  of
the shares represented and entitled to vote at such meeting;
provided  that in the notice of such special meeting  notice
or  such purpose shall be given.  Subject to the laws of the
State  of  Delaware,  the Certificate of  Incorporation  and
these  By-laws, the Board of Directors may by majority  vote
of those present at any meeting at which a quorum is present
amend these By-laws, or enact such other By-laws as in their
judgment may be advisable for the regulation of the  conduct
of the affairs of the Corporation.