THIRD AMENDED AND RESTATED BYLAWS

                                       OF

                    FRANCHISE FINANCE CORPORATION OF AMERICA

                                    ARTICLE I

                                     OFFICES

     SECTION 1.  REGISTERED  OFFICE.  The registered  office of the  corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     SECTION 2. OTHER  OFFICES.  The  corporation  may also have offices at such
other  places  both  within and  without  the State of  Delaware 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 OF MEETING.  Meetings of stockholders shall be held at any
place  within  or  without  the  State of  Delaware  designated  by the Board of
Directors. In the absence of any such designation,  stockholders' meetings shall
be held at the principal executive office of the corporation.

     SECTION 2. ANNUAL  MEETINGS.  The annual meeting of  stockholders  shall be
held each year on a date and at a time designated by the Board of Directors.  At
each annual meeting directors shall be elected and any other proper business may
be transacted.

     SECTION 3. QUORUM.

          (a) A majority of the stock  issued and  outstanding  and  entitled to
     vote at any  meeting of  stockholders,  the holders of which are present in
     person  or  represented  by  proxy,  shall  constitute  a  quorum  for  the
     transaction  of  business,   except  as  otherwise  provided  by  law,  the
     Certificate of Incorporation or these Bylaws. A quorum,  once  established,
     shall not be broken by the  withdrawal of enough votes to leave less than a
     quorum and the votes  present  may  continue  to  transact  business  until
     adjournment.  If, however,  such quorum shall not be present or represented
     at any  meeting  of the  stockholders,  a  majority  of  the  voting  stock
     represented  in person or by proxy may  adjourn  the  meeting  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 such
     adjourned  meeting at which a quorum shall be present or  represented,  any
     business may be transacted  that might have been  transacted at the meeting
     as originally  notified.  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 thereat.
<PAGE>
          (b) All  elections of directors  shall be by a plurality  vote cast of
     the stockholders  present and in person entitled to vote at such meeting of
     stockholders.  When a quorum is  present  at any  meeting,  the vote of the
     holders of a majority of the stock having voting power present  represented
     in person  or by proxy  shall  decide  any  question  brought  before  such
     meeting, unless the question is one upon which by express provision of law,
     the  Certificate  of  Incorporation  or these Bylaws,  a different  vote is
     required, in which case such express provision shall govern and control the
     decision of such question.

     SECTION  4.  PROXY.  Each  stockholder  entitled  to vote at a  meeting  of
stockholders  or to express  consent or dissent to  corporate  action in writing
without a meeting, may vote in person or may authorize another person or persons
to act for him by proxy appointed in any manner  permitted under Delaware law as
the same exists or may  hereafter  be amended.  All proxies  must be filed with,
transmitted to or otherwise  conveyed to the Secretary of the corporation at the
beginning  of each  meeting in order to be counted in any vote at such  meeting.
Each  stockholder  shall have one (1) vote for each share of stock having voting
power, registered in his name on the books of the corporation on the record date
set by the Board of Directors as provided in Article V, Section 6 hereof.

     SECTION 5. SPECIAL MEETINGS. Special meetings of the stockholders,  for any
purpose  or  purposes,   unless  otherwise  prescribed  by  statute  or  by  the
Certificate of Incorporation, may be called by the President and shall be called
by the President or the Secretary at the request in writing of a majority of the
Board of Directors, or at the request in writing of stockholders owning not less
than ten percent (10%) of the entire capital stock of the corporation issued and
outstanding,  and  entitled  to vote.  Such  request  shall state the purpose or
purposes of the proposed meeting.  Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

     SECTION 6.  NOTICE OF  MEETINGS.  Whenever  stockholders  are  required  or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which notice 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.  Unless  otherwise  provided in the Certificate of  Incorporation  or
these  Bylaws,  the  written  notice  of any  meeting  shall  be  given  to each
stockholder  entitled  to vote at such  meeting  not less than ten (10) nor more
than sixty (60) days before the date of the meeting. If mailed,  notice is 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.

     SECTION 7. STOCKHOLDER LIST. The officer who has charge of the stock ledger
of the  corporation  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

                                        2
<PAGE>
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting, or, if not so specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.

     SECTION 8. ACTION BY CONSENT OF STOCKHOLDERS.  Unless otherwise provided in
the Certificate of  Incorporation,  any action required or permitted to be taken
at any annual or special  meeting of  stockholders  of the  corporation,  may be
taken  without a meeting,  without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote  thereon  were present and voted;  provided,  however,  that no
action  required or permitted to be taken at any annual meeting of  stockholders
of the  corporation  shall be taken pursuant to the provisions of this Section 8
so long as any  shares of the  corporation's  stock  are  listed on the New York
Stock  Exchange.  Prompt notice of the taking of the corporate  action without a
meeting  by less  than  unanimous  written  consent  shall  be  given  to  those
stockholders who have not consented in writing.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 1. NUMBER.  The initial number of directors which shall  constitute
the Board of Directors  shall be two (2).  The number of  directors  which shall
constitute the whole Board of Directors  shall be not less than two (2) nor more
than fifteen (15). The number of directors of the  corporation may be changed by
majority vote of the Board of Directors. The directors need not be stockholders.

     SECTION 2. TERM OF  OFFICE.  The  directors  shall be elected at the annual
meeting of the  stockholders,  except as provided in Section 3 of this  Article,
and each director elected shall hold office for a term of one (1) year and until
his successor is elected and qualified; provided, however, that unless otherwise
restricted by the  Certificate of  Incorporation  or by law, any director or the
entire Board of Directors may be removed, either with or without cause, from the
Board of  Directors  at any meeting of  stockholders  by a majority of the stock
represented and entitled to vote thereat.

     SECTION 3. RESIGNATIONS,  REMOVAL AND VACANCIES. Any director may resign at
any time upon the delivery of written  notice to the  corporation.  Vacancies on
the  Board  of   Directors   by  reason  of  death,   resignation,   retirement,
disqualification,   removal  from  office  or   otherwise,   and  newly  created
directorships resulting from any increase in the authorized number of directors,
may be filled by a majority of the directors then in office,  although less than
a quorum,  or by a sole remaining  director.  The directors so chosen shall hold
office until the next annual  election of directors  and until their  successors
are duly elected and shall  qualify,  unless sooner  displaced.  If there are no
directors  in office,  then an election of  directors  may be held in the manner
provided by statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole Board of Directors (as  constituted  immediately  prior to any such
increase),  the Court of Chancery of the State of Delaware may, upon application

                                        3
<PAGE>
of any  stockholder  or  stockholders  holding at least ten percent (10%) of the
total number of the shares at the time outstanding  having the right to vote for
such  directors,  summarily  order  an  election  to be held to  fill  any  such
vacancies or newly created directorships,  or to replace the directors chosen by
the directors then in office.

     SECTION  4.  POWER  AND  AUTHORITY.   The  property  and  business  of  the
corporation  shall  be  managed  by or  under  the  direction  of its  Board  of
Directors.  In addition to the powers and authorities by these Bylaws  expressly
conferred  upon them, the Board of Directors may exercise all such powers of the
corporation  and do all such lawful  acts and things as are not by statute,  the
Certificate  of  Incorporation  or  these  Bylaws  directed  or  required  to be
exercised or done by the stockholders.

     SECTION 5. PLACE OF MEETING. The directors may hold their meetings and have
one or more offices,  and keep the books of the corporation outside of the State
of Delaware.

     SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of Directors may
be held  without  notice at such  time and  place as shall  from time to time be
determined by the Board of Directors.

     SECTION 7. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by the President on  forty-eight  (48) hours' notice to each director,
either  personally or by mail,  telegram or telecopy;  special meetings shall be
called by the  President  or the  Secretary in like manner and on like notice on
the written request of two (2) directors unless the Board of Directors  consists
of only one (1) director,  in which case special meetings shall be called by the
President or  Secretary in like manner or on like notice on the written  request
of the sole director.

     SECTION 8. QUORUM.  At all meetings of the Board of Directors a majority of
the  authorized  number  of  directors  shall be  necessary  and  sufficient  to
constitute a quorum for the transaction of business,  and the vote 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 be otherwise specifically provided
by statute,  the Certificate of Incorporation or these Bylaws. 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,  without  notice  other than
announcement  at the  meeting,  until a  quorum  shall be  present.  If only one
director is authorized, such sole director shall constitute a quorum.

     SECTION  9.  ACTION  BY  CONSENT  IN  LIEU  OF  MEETING.  Unless  otherwise
restricted by the  Certificate  of  Incorporation  or these  Bylaws,  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 committee, as the case may be, consent thereto in writing,
and the writing or writings  are filed with the  minutes of  proceedings  of the
Board of Directors or committee.

     SECTION  10.  TELEPHONIC  MEETINGS.  Unless  otherwise  restricted  by  the
Certificate of Incorporation or these Bylaws, members of the Board of Directors,
or any  committee  designated by the Board of Directors,  may  participate  in a
meeting of the Board of  Directors,  or any  committee,  by means of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating  in the meeting can hear each other,  and such  participation in a
meeting shall constitute presence in person at such meeting.

                                        4
<PAGE>
     SECTION  11.  COMMITTEES  OF  DIRECTORS.  The Board of  Directors  may,  by
resolution  passed by a majority of the whole Board of Directors,  designate one
(1) or more committees, each such committee to consist of one (1) or more of the
directors of the  corporation.  The Board of Directors may designate one or more
directors as alternate  members of any committee,  who may replace any absent or
disqualified  member  at  any  meeting  of the  committee.  In  the  absence  or
disqualification  of a member of a  committee,  the  member or  members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or  disqualified
member.  Any such  committee,  to the extent  provided in the  resolution of the
Board of Directors,  shall have and may exercise all the powers and authority 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;  but no such  committee  shall have the power or
authority in reference to amending the Certificate of Incorporation (except that
a committee  may, to the extent  authorized  in the  resolution  or  resolutions
providing for the issuance of shares of stock adopted by the Board of Directors,
fix the  designations  and  any of the  preferences  or  rights  of such  shares
relating to dividends,  redemption,  dissolution,  any distribution of assets of
the  corporation  or the  conversion  into,  or the exchange of such shares for,
shares  of any other  class or  classes  or any other  series of the same or any
other class or classes of stock of the  corporation  or fix the number of shares
of any series of stock or  authorize  the  increase or decrease of the shares of
any series),  adopting an agreement of merger or consolidation,  recommending to
the stockholders the sale, lease or exchange of all or substantially  all of the
corporation's   property  and  assets,   recommending  to  the   stockholders  a
dissolution of the  corporation  or a revocation of a  dissolution,  or amending
these Bylaws;  and,  unless the resolution or the  Certificate of  Incorporation
expressly so provides,  no such  committee  shall have the power or authority to
declare a dividend, to authorize the issuance of stock or to adopt a certificate
of  ownership  and merger.  Each  committee  shall keep  regular  minutes of its
meetings and report the same to the Board of Directors when required.

     SECTION 12. COMPENSATION OF DIRECTORS.  Unless otherwise  restricted by the
Certificate of Incorporation or these Bylaws,  the Board of Directors shall have
the authority to fix the compensation of directors;  provided,  however, that no
officer of the  corporation  shall  receive  any  compensation  for serving as a
director  of  the  corporation.  The  directors  who  are  not  officers  of the
corporation  shall be paid  their  expenses,  if any,  and a fixed sum for their
attendance at each meeting of the Board of Directors and each committee meeting.
No such payment shall preclude any director from serving the  corporation in any
other  capacity  and  receiving  compensation  therefor.  Members  of special or
standing  committees may be allowed like  compensation  for attending  committee
meetings.

     SECTION 13.  INDEMNIFICATION.  The corporation shall indemnify every person
who was or is a party or is or was  threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director  or  officer of the  corporation
or,  while a director  or officer of the  corporation,  is or was serving at the
request of the corporation as a director, officer, employee, agent or trustee of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise,  against expenses (including counsel fees),  judgments,  fines

                                        5
<PAGE>
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with such action, suit or proceeding, to the full extent permitted by
applicable law.

     SECTION  14.  TRANSACTIONS  WITH  INTERESTED  DIRECTORS.   No  contract  or
transaction between the corporation and one or more of its directors, or between
the corporation  and any other  corporation,  partnership,  association or other
entity in which one or more of its  directors  are directors or officers of this
corporation or are financially interested,  shall be either void or voidable for
this reason alone,  or solely because the director is present at or participates
in the  meeting of the board or  committee  which  authorizes  the  contract  or
transaction,  or solely because his or their votes are counted for such purpose,
if (a) the  material  facts as to his  relationship  or  interest  and as to the
contract or transaction  are disclosed or are known to the Board of Directors or
committee,  and the board or committee in good faith  authorizes the contract or
transaction  by  the  affirmative  vote  of  a  majority  of  the  disinterested
directors, even though the disinterested directors be less than a quorum; or (b)
the  material  facts as to his  relationship  or interest and to the contract or
transaction  are  disclosed or made known to the  stockholders  entitled to vote
thereon,  and the  contract or  transaction  are  specifically  approved in good
faith;  or (c) the contract or transaction  is fair as to the  corporation as of
the time it is  authorized,  approved or ratified by the Board of  Directors,  a
committee or the stockholders.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1. OFFICERS.

          (a) The officers of this  corporation  shall be chosen by the Board of
     Directors and shall include a President  and a Secretary.  The  corporation
     may also  have at the  discretion  of the  Board of  Directors  such  other
     officers as are  desired,  including a Chairman of the Board of  Directors,
     one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries
     and  Assistant  Treasurers  and such other  officers as may be appointed in
     accordance  with the  provisions  of Section 3 of this  Article  IV. In the
     event  there  are two or more  Vice  Presidents,  then  one or more  may be
     designated  as Executive  Vice  President,  Senior Vice  President or other
     similar or dissimilar  title. At the time of the election of officers,  the
     directors may by resolution  determine the order of their rank.  Any number
     of  offices  may be held by the same  person,  unless  the  Certificate  of
     Incorporation or these Bylaws otherwise provide.

          (b) The Board of  Directors,  at its first  meeting  after each annual
     meeting of stockholders, shall choose the officers of the corporation.

          (c) The Board of Directors may appoint such other  officers and agents
     as it shall deem  necessary who shall hold their offices for such terms and
     shall  exercise  such powers and perform such duties as shall be determined
     from time to time by the Board of Directors.

                                        6
<PAGE>
          (d) The salaries of all officers and agents of the  corporation  shall
     be fixed by the Board of Directors.

          (e) The  officers of the  corporation  shall hold  office  until their
     successors  are chosen and qualify in their stead.  Any officer  elected or
     appointed  by the  Board of  Directors  may be  removed  at any time by the
     affirmative vote of a majority of the Board of Directors.  If the office of
     any officer or officers becomes vacant for any reason, the vacancy shall be
     filled by the Board of Directors.

     SECTION 2. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of
Directors,  if such an officer be elected,  shall,  if  present,  preside at all
meetings  of the  Board of  Directors,  shall  preside  at all  meetings  of the
stockholders  and  exercise  and perform  such other powers and duties as may be
from time to time  assigned to him by the Board of  Directors or  prescribed  by
these  Bylaws.  The Chairman of the Board of Directors  shall in addition be the
Chief Executive Officer of the corporation and shall have the general powers and
duties of management  usually vested in the office of Chief Executive Officer of
corporations.

     SECTION 3. PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the  Chairman of the Board of  Directors,  if
there be such an officer,  the  President  shall,  subject to the control of the
Board of  Directors,  have  general  supervision,  direction  and control of the
business and officers of the  corporation.  The President may in addition be the
Chief Operating Officer of the corporation and, to the extent applicable,  shall
have the general powers and duties of management usually vested in the office of
Chief Operating  Officer of corporations.  In the absence of the Chairman of the
Board of  Directors,  or if there be none,  the  President  shall preside at all
meetings  of the Board of  Directors.  He shall be an  ex-officio  member of all
committees  and shall have the general  powers and duties of management  usually
vested in the office of  President  of  corporations,  and shall have such other
powers  and  duties  as may be  prescribed  by the Board of  Directors  or these
Bylaws. In the absence of the Chief Executive Officer,  or if there be none, the
President shall be the Chief Executive Officer of the corporation.

     SECTION 4. VICE PRESIDENTS.  In the absence or disability of the President,
the Vice  Presidents  in order of their rank as fixed by the Board of Directors,
or if not ranked, the Vice President designated by the Board of Directors, shall
perform all the duties of the  President,  and when so acting shall have all the
powers of and be subject to all the  restrictions  upon the President.  The Vice
Presidents  shall have such other duties as from time to time may be  prescribed
for them, respectively, by the Board of Directors.

     SECTION 5. SECRETARY.  The Secretary shall attend all sessions of the Board
of Directors and all meetings of the  stockholders  and record all votes and the
minutes  of all  proceedings  in a book to be kept for that  purpose,  and shall
perform like duties for the standing  committees  when  required by the Board of
Directors.  The  Secretary  shall  give,  or cause to be  given,  notice  of all
meetings of the  stockholders  and of the Board of Directors,  and shall perform
such  other  duties  as may be  prescribed  by the Board of  Directors  or these
Bylaws.  He shall keep in safe  custody  the seal of the  corporation,  and when
authorized by the Board, affix the same to any instrument requiring it, and when
so affixed it shall be  attested  by his  signature  or by the  signature  of an

                                        7
<PAGE>
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 signature.

     SECTION 6. ASSISTANT  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,  the  Assistant  Secretary
designated by the Board of Directors, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform  such other  duties and have such other powers as the Board of Directors
may from time to time prescribe.

     SECTION 7. TREASURER. 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 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,  at its regular meetings, or when the Board of
Directors so requires,  an account of all his  transactions  as Treasurer and of
the  financial  condition  of the  corporation.  If  required  by the  Board  of
Directors,  he shall  give the  corporation  a bond,  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 office and for the restoration to the
corporation,  in case of his death,  resignation,  retirement  or  removal  from
office,  of all books,  papers,  vouchers,  money and other property of whatever
kind in his possession or under his control belonging to the corporation.

     SECTION 8. ASSISTANT TREASURER.  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,  the  Assistant  Treasurer
designated by the Board of Directors, shall, in the absence or disability of the
Treasurer, 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.

                                    ARTICLE V

                             THE CORPORATION'S STOCK

     SECTION 1. CERTIFICATES OF STOCK.  Every holder of stock of the corporation
shall  be  entitled  to have a  certificate  signed  by,  or in the  name of the
corporation by, the Chairman or Vice Chairman of the Board of Directors,  or the
President or a Vice President,  and by the Secretary or an Assistant  Secretary,
or the Treasurer or an Assistant  Treasurer of the  corporation,  certifying the
number of shares represented by the certificate owned by such stockholder in the
corporation.

     SECTION 2. SIGNATURES ON CERTIFICATES.  Any or all of the signatures 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 he were such officer, transfer agent or registrar at the date of issue.

                                        8
<PAGE>
     SECTION 3. POWERS,  DESIGNATIONS AND PREFERENCES.  If the corporation shall
be  authorized  to issue more than one class of stock or more than one series of
any class, the powers,  designations,  preferences and relative,  participating,
optional or other  special  rights of each class of stock or series  thereof and
the qualification, limitations or restrictions of such preferences and/or rights
shall be set forth in full or summarized on the face or back of the  certificate
which the  corporation  shall issue to represent  such class or series of stock;
provided  that,  except as  otherwise  provided  in Section  202 of the  General
Corporation Law of the State of Delaware, in lieu of the foregoing requirements,
there  may be set  forth  on the  face  or  back of the  certificate  which  the
corporation  shall issue to represent such class or series of stock, a statement
that the  corporation  will furnish  without charge to each  stockholder  who so
requests the powers,  designations,  preferences  and  relative,  participating,
optional or other  special  rights of each class of stock or series  thereof and
the  qualifications,  limitations or  restrictions  of such  preferences  and/or
rights.

     SECTION 4. LOST, STOLEN OR DESTROYED  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  of stock 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 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 alleged to have been lost, stolen or
destroyed.

     SECTION 5. TRANSFERS OF STOCK.  Upon surrender to the  corporation,  or the
transfer agent of the corporation,  of a certificate for shares duly endorsed or
accompanied  by proper  evidence of  succession,  assignation  or  authority  to
transfer,  it shall be the duty of the corporation to issue a new certificate to
the  person  entitled  thereto,  cancel  the  old  certificate  and  record  the
transaction upon its books.

     SECTION 6. RECORD DATE.  In order that the  corporation  may  determine the
stockholders  entitled  to  notice  of or to  vote  at  any  meeting,  or at any
adjournment of a meeting,  of  stockholders;  or entitled to express  consent to
corporate action in writing without a meeting; 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  record date shall not precede the date upon
which  the  resolution  fixing  the  record  date is  adopted  by the  Board  of
Directors.  The record date for determining the stockholders  entitled to notice
of or to vote at any  meeting of the  stockholders  or any  adjournment  thereof
shall not be more than sixty (60) nor less than ten (10) days before the date of
such meeting; provided, however, that so long as any shares of the corporation's
stock are listed on the New York  Stock  Exchange,  the Record  Date shall be no
less than thirty (30) days before such meeting.  The record date for determining
the  stockholders  entitled to consent to corporate  action in writing without a
meeting  shall  not be more than ten (10)  days  after  the date upon  which the
resolution  fixing the record  date is  adopted by the Board of  Directors.  The
record date for any other  purpose  shall not be more than sixty (60) days prior
to such  other  action;  provided,  however,  that so long as any  shares of the

                                        9
<PAGE>
corporation's  stock are listed on the New York Stock Exchange,  the Record Date
shall be no less than thirty (30) days before such meeting. If no record date is
fixed, (a) the record date for determining stockholders entitled to notice of or
to vote at any  meeting  shall  be at the  close  of  business  on the day  next
preceding  the day on which  notice  is given  or,  if  notice  is waived by all
stockholders,  at the close of  business  on the day next  preceding  the day on
which the  meeting is held;  (b) the record  date for  determining  stockholders
entitled to express  consent to corporate  action in writing  without a meeting,
when no prior action by the Board of  Directors is required,  shall be the first
date on which a signed written  consent  setting forth the action taken or to be
taken is  delivered  to the  corporation,  and when prior action by the Board of
Directors is required, shall be at the close of business on the day on which the
Board of Directors adopts the resolution  taking such prior action;  and (c) 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 to such other purpose.  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 7. REGISTERED  STOCKHOLDERS.  The corporation  shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and  accordingly  shall not be bound to recognize any equitable or other
claim or interest in such share on the part of any other person,  whether or not
it shall have express or other notice thereof, save as expressly provided by the
laws of the State of Delaware.

                                   ARTICLE VI

                               GENERAL PROVISIONS

     SECTION 1. DIVIDENDS.

          (a) Dividends  upon the capital stock of the  corporation,  subject to
     the provisions of the Certificate of Incorporation, if any, may be declared
     by the Board of  Directors at any regular or special  meeting,  pursuant to
     law. Dividends may be paid in cash, in property or in shares of the capital
     stock,  subject to the General Corporation Law of the State of Delaware and
     the provisions of the Certificate of Incorporation.

          (b) Before  payment of any dividend  there may be set aside out of any
     funds of the  corporation  available for dividends  such sum or sums as the
     directors from time to time, in their absolute discretion,  think proper as
     a reserve fund 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 think  conducive  to the  interests of the
     corporation, and the directors may abolish any such reserve.

     SECTION  2.  CHECKS.  All  checks  or  demands  for  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 3. FISCAL YEAR. The fiscal year of the  corporation  shall be fixed
by resolution of the Board of Directors.

                                       10
<PAGE>
     SECTION 4. SEAL. The corporate  seal shall have inscribed  thereon the name
of the corporation,  the year of its organization and the words "Corporate Seal,
Delaware."  Said seal may be used by  causing  it or a  facsimile  thereof to be
impressed or affixed or reproduced or otherwise.

     SECTION 5. NOTICES.

          (a)  Whenever,  under the  provisions of the law, the  Certificate  of
     Incorporation  or  these  Bylaws,  notice  is  required  to be given to any
     director or stockholder, it shall not be construed to mean personal notice,
     but such  notice  may be  given in  writing,  by  mail,  addressed  to such
     director or stockholder, at his address as it appears on the records of the
     corporation,  with postage thereon prepaid, and such notice shall be deemed
     to be given at the time  when the same  shall be  deposited  in the  United
     States mail. Notice to directors may also be given by telegram or telecopy.

          (b) Whenever  any notice is required to be given under the  provisions
     of the law, the  Certificate  of  Incorporation  or these Bylaws,  a waiver
     thereof  in  writing,  signed by the  person or  persons  entitled  to said
     notice, whether before or after the time stated therein, shall be deemed to
     be equivalent.

     SECTION 6. ANNUAL  STATEMENT.  The Board of Directors shall present at each
annual meeting,  and at any special meeting of the stockholders  when called for
by vote of the  stockholders,  a full and clear  statement  of the  business and
condition of the corporation.

                                  ARTICLE VII

                                   AMENDMENTS

     SECTION 1. AMENDMENTS.  These Bylaws may be altered, amended or repealed or
new Bylaws may be adopted by the stockholders or by the Board of Directors, when
such  power is  conferred  upon the Board of  Directors  by the  Certificate  of
Incorporation,  at any regular  meeting of the  stockholders  or of the Board of
Directors  or at any  special  meeting  of the  stockholders  or of the Board of
Directors  if notice of such  alteration,  amendment,  repeal or adoption of new
Bylaws be  contained  in the  notice of such  special  meeting.  If the power to
alter,  adopt,  amend or  repeal  the  Bylaws  is  conferred  upon the  Board of
Directors by the Certificate of  Incorporation  it shall not divest or limit the
power of the stockholders to alter, adopt, amend or repeal the Bylaws.

                                       11