Exhibit 3(b)(1)

AS ADOPTED BY THE BOARD OF DIRECTORS ON FEBRUARY 26, 1999.

BY-LAWS OF
LIFEPOINT, INC.
ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.  The Annual Meeting.  The annual meeting of stockholders of
LifePoint, Inc. (the "Corporation") for the election of directors and for the
transaction of such other business as may come before the meeting shall be on
the third Friday of August of each year at such time and at such location as
shall be designated by the Board of Directors or at such other date, time,
and location as the Board of Directors shall designate.

Section 2.  Special Meetings.  Special meetings of the stockholders, unless
otherwise prescribed by statute, may be called at any time by the Board of
Directors, the Chairman of the Board or the President and shall be called by
the President or Secretary at the request in writing of stockholders of
record owning at least fifty percentum of the shares of stock of the
Corporation outstanding and entitled to vote.

Section 3.  Notice of Meetings.  Notice of the place, date and time of the
holding of each annual and special meeting of the stockholders and, in the
case of a special meeting, the purpose or purposes thereof, shall be given
personally or by mail in a postage prepaid envelope to each stockholder
entitled to vote at such meeting, not less than ten nor more than sixty days
before the date of such meeting, and, if mailed, shall be directed to such
stockholder at his, her or its address as it appears on the records of the
Corporation, unless he, she or it shall have filed with the Secretary of the
Corporation a written request that notices to him, her or it be mailed to
some other address, in which case it shall be directed to him, her or it at
such other address.  Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall attend such meeting in person
or by proxy and shall not, at the beginning of such meeting, object to the
transaction of any business because the meeting is not lawfully called or
convened, or who shall, either before or after the meeting, submit a signed
waiver of notice, in person or by proxy.  Unless the Board of Directors shall
fix, after the adjournment, a new record date for an adjourned meeting,
notice of such adjourned meeting need not be given if the time and
place to which the meeting shall be adjourned were announced at the meeting
at which the adjournment was 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 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 4.  Place of Meetings.  Meetings of the stockholders may be held at
such place, within or without the State of Delaware, as the Board of Directors
or the officer calling the same shall specify in the notice of such meeting, or
in a duly executed waiver of notice thereof.

Section 5.  Quorum.  At all meetings of the stockholders the holders of a
majority of the shares of stock of the Corporation entitled to vote, present
in person or by proxy, shall constitute a quorum for the transaction of any
business, except as otherwise provided by statute or in the Certificate of
Incorporation.  In the absence of a quorum, the holders of a majority of the
shares of stock present in person or by proxy and entitled to vote, or if no
stockholder entitled to vote is present, then any officer of the Corporation
may adjourn the meeting.  At any such adjourned meeting at which a quorum may
be present, any business may be transacted which might have been transacted at
the meeting as originally called.

Section 6.  Organization.  At each meeting of the stockholders, the Chairman of
the Board, or in his or her absence or inability to act, the President, or in
his or her absence or inability to act, any person chosen by a majority of
those stockholders present, in person or by proxy, and entitled to vote shall
act as chairperson of the meeting.  The Secretary, or in his or her absence or
inability to act, any person appointed by the chairperson of the meeting, shall
act as secretary of the meeting and keep the minutes thereof.

Section 7.  Order of Business.  The order of business at all meetings of the
stockholders shall be as determined by the chairperson of the meeting.

Section 8.  Voting.  Except as otherwise provided by statute, by the
Certificate of Incorporation, or by any certificate duly filed in the State of
Delaware pursuant to Section 151 of the Delaware General Corporation Law, each
holder of record of shares of stock of the Corporation having voting power
shall be entitled at each meeting of the stockholders to one vote for every
share of such stock standing in his, her or its name on the record of
stockholders of the Corporation on the date fixed by the Board of Directors as
the record date for the determination of the stockholders who shall be entitled
to notice of, and to vote at, such meeting, or, if such record date shall not
have been so fixed, then at the close of business on the day next preceding
the date on which notice thereof shall be given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting
is held.  Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act for him, her or it by a proxy
signed by such stockholder or his, her or its attorney-in-fact.  Any such
proxy shall be delivered to the secretary of such meeting at or prior to the
time designated in the order of business for so delivering such proxies.  No
proxy shall be valid after the expiration of three 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.  Except as otherwise provided by
statute, these By-Laws, or the Certificate of Incorporation, any corporate
action to be taken by vote of the stockholders shall be authorized by a
majority of the total votes cast at a meeting of stockholders by the holders
of shares present in person or represented by proxy and entitled to vote on
such action.  Unless required by statute, or determined by the chairperson of
the meeting to be advisable, the vote on any question need not be by written
ballot.  On a vote by written ballot, each ballot shall be signed by the
stockholder voting, or by his, her or its proxy, if there be such proxy, and
shall state the number of shares voted.

Section 9.  List of Stockholders.  The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten 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 days prior to the meeting either at a place within
the city where the meeting is to be held, or at the principal place of business
of the Corporation, either of which places 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 10.  Inspectors.  The Board of Directors may, in advance of any meeting
of stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof.  If the inspectors shall not be so appointed or if any of
them fail to appear or act, the chairperson of the meeting may, and on the
request of any stockholder entitled to vote thereat shall, appoint inspectors.
Each inspector, before entering upon the discharge of his or her duties, shall
take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his or her
ability.  The inspectors shall determine, based on the number of shares
represented at the meeting, the existence of a quorum and the validity and
effect of proxies; shall receive votes, ballots or consents; shall hear and
determine all challenges and questions arising in connection with the right
to vote; shall count and tabulate all votes, ballots or consents; shall
determine the result; and shall do such acts as are proper to conduct the
election or vote with fairness to all stockholders.  On the request of the
chairperson of the meeting or of any stockholder entitled to vote thereat,
the inspectors shall make a report in writing of any challenge, request or
matter determined by them and shall execute a certificate of any fact found by
them.  No director or candidate for the office of director shall act as
inspector of an election of directors.  Inspectors need not be stockholders.

Section 11.  Consent of Stockholders in Lieu of Meeting.  Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at an annual or special meeting of stockholders may be taken
without a meeting, without prior notice and without a vote if a consent or
consents 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 therein were present and vote and shall be
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business or the Secretary of the
Corporation; provided that prompt notice shall be given to all stockholders
not signing such written consent or consents of the taking of such corporate
action without a meeting and by less than an unanimous written consent.

ARTICLE II

BOARD OF DIRECTORS

Section 1.  General Powers.  The business and affairs of the Corporation shall
be managed by the Board of Directors.  The Board of Directors may exercise all
such authority and powers of the Corporation and do all such lawful acts and
things as are not by statute or the Certificate of Incorporation directed or
required to be exercised or done by the stockholders.

Section 2.  Number, Qualifications Election, and Term of Office.  The number of
directors of the Corporation shall be four (4) but, by vote of a majority of
the entire Board of Directors or amendment of these By-Laws, the number thereof
may be increased or decreased as may be so provided, subject to the provisions
of Section 11 of this Article II.  All of the directors shall be of full age.
Directors need not be stockholders.  Except as, otherwise provided by statute
or these By-Laws, the directors shall be elected at the annual meeting of the
stockholders for the election of directors at which a quorum is present, and
the persons receiving a plurality of the votes cast at such election shall be
elected.  Each director shall hold office until the next annual meeting of the
stockholders and until his or her successor shall have been duly elected and
qualified or until his or her death, or until he or she shall have resigned,
or have been removed, as hereinafter provided in these By-Laws, or as otherwise
provided by statute or the Certificate of Incorporation.

Section 3.  Place of Meeting.  Meetings of the Board of Directors may be held
at such place, within or without the State of Delaware, as the Board of
Directors may from time to time determine or shall be specified in the notice
or waiver of notice of such meeting.

Section 4.  First Meeting.  The Board of Directors shall meet for the purpose
of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of the
stockholders, on the same day and at the same place where such annual meeting
shall be held.  Notice of such meeting need not be given.  Such meeting may be
held at any other time or place (within or without the State of Delaware) which
shall be specified in a notice thereof given as hereinafter provided in Section
7 of this Article II.

Section 5.  Regular Meetings.  Regular meetings of the Board of Directors shall
be held quarterly on such date, at such time and such place as the Board of
Directors may from time to time determine.  If any day fixed for a regular
meeting shall be a legal holiday at the place where the meeting is to be held,
then the meeting which would otherwise be held on that day shall be held at the
same hour on the next succeeding business day.  Notice of regular meetings of
the Board of Directors need not be given except as otherwise required by
statute or these By-Laws.

Section 6.  Special Meetings.  Special meetings of the Board of Directors may
be called by one or more directors of the Corporation, by the Chairman of the
Board or by the President.

Section 7.  Notice of Meetings.  Notice of each special meeting of the Board of
Directors (and of each regular meeting for which notice shall be required)
shall be given by the Secretary or the other officer calling the meeting as
hereinafter provided in this Section 7, in which notice shall be stated the
time and place of the meeting.  Notice of each such meeting shall be delivered
to each director either personally or by telephone, telegraph cable or
wireless, at least twenty-four hours before the time at which such meeting is
to be held or by first class mail, postage prepaid, addressed to him or her at
his or her residence, or usual place of business, at least three days before
the day on which such meeting is to be held.  Notice of any such meeting need
not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to him or her.
Except as otherwise specifically required by these By-Laws, a notice or waiver
of notice of any regular or special meeting need not state the purpose of such
meeting.

Section 8.  Quorum and Manner of Acting.  A majority of the entire Board of
Directors shall be present in person at any meeting of the Board of Directors
in order to constitute a quorum for the transaction of business at such meeting
and, except as otherwise expressly required by statute or the Certificate of
Incorporation, the act of a majority of the directors present at any meeting
at which a quorum is present shall be the act of the Board of Directors.  In
the absence of a quorum at any meeting of the Board of Directors, a majority
of the directors present thereat, or, if no director be present, the Secretary,
may adjourn such meeting to another time and place, or such meeting, unless it
be the first meeting of the Board of Directors, need not be held.  At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called.  Except
as provided in this Article II of these By-Laws, the directors shall act only
as a Board and the individual directors shall have no power as such.

Section 9.  Organization.  At each meeting of the Board of Directors, the
Chairman of the Board, or, in his or her absence or inability to act, the
President or another director chosen by a majority of the directors present
shall act as chairperson of the meeting and preside thereat.  The Secretary
(or, in his or her absence or inability to act, any person appointed by the
chairperson) shall act as secretary of the meeting and keep the minutes
thereof.

Section 10.  Resignations.  Any director of the Corporation may resign at any
time by giving written notice of his or her resignation to the Board of
Directors, the Chairman of the Board, the President or the Secretary.  Any
such resignation shall take effect at the time specified therein, or, if the
time when it shall become effective shall not be specified therein, immediately
upon its receipt.  Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

Section 11.  Vacancies.  Vacancies may be filled by a majority of the
directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election 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 (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent
of the votes 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.  Except as otherwise provided in these
By-Laws, when one or more directors shall resign from the Board of Directors,
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation
or resignations shall become effective, and each director so chosen shall
hold office as provided in this section in the filling of other vacancies.

Section 12.  Removal of Directors.  Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
either with or without cause, at any time, by the affirmative vote of a
majority of the votes of the issued and outstanding stock entitled to vote for
the election of directors of the Corporation given at a special meeting of the
stockholders called and held for the purpose.  The vacancy in the Board of
Directors caused by any such removal may be filled by such stockholders at
such meeting, or, if the stockholders shall fail to fill such vacancy, as in
these By-Laws provided.

Section 13.  Compensation.  The Board of Directors shall have authority to fix
the compensation, including fees and reimbursement of expenses, of directors
for services to the Corporation in any capacity, provided no such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

Section 14.  Action Without Meeting.  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.

ARTICLE III

OFFICERS

Section 1.  Number and Qualifications.  The officers of the Corporation shall
be the Chairman of the Board, the President, the Secretary and the Treasurer.
Any two or more offices may be held by the same person.  Such officers shall
be elected from time to time by the Board of Directors, each to hold office
until the first meeting of the Board of Directors following the next annual
meeting of the stockholders, or until his or her successor shall have been
duly elected and shall have qualified, or until his or her death, or until he
or she shall have resigned or have been removed as hereinafter provided in
these By-Laws.  The Board of Directors may from time to time elect such other
officers (including, without limitation, one or more Vice Presidents,
Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers) as
may be necessary or desirable for the business of the Corporation.  Such other
officers shall have such duties and shall hold their offices for such terms as
may be prescribed by the Board of Directors and, if no term has been
prescribed, for the term prescribed in this Section 1.

Section 2.  Resignations.  Any officer of the Corporation may resign at any
time by giving written notice of his or her resignation to the Board of
Directors, the Chairman of the Board, the President or the Secretary.  Any
such resignation shall take effect at the time specified therein or, if the
time when it shall become effective shall not be specified therein, immediately
upon its receipt.  Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

Section 3.  Removal.  Any officer of the Corporation may be removed, either
with or without cause, at any time, by the vote of the majority of the entire
Board of Directors.  Such removal shall be without prejudice to the contractual
rights, if any, of the person so removed.

Section 4.  Vacancies.  A vacancy in any office, whether arising from death,
resignation, removal or any other cause, may be filled for the unexpired
portion of the term of the office which shall be vacant, in the manner
prescribed in these By-Laws for the regular election of such office.

Section 5.  Compensation.  The compensation of the officers of the Corporation
for their services as such officers shall be fixed from time to time by the
Board of Directors; provided, however, that the Board of Directors may delegate
to its Compensation Committee the power to fix the compensation of officers.
An officer of the Corporation shall not be prevented from receiving
compensation by reason of the fact that he or she is also a director of the
Corporation.

Section 6.  Chairman of the Board.  The Chairman of the Board shall, if
present, preside at each meeting of the stockholders and of the Board of
Directors and shall perform such other duties as may from time to time be
assigned to him or her by the Board of Directors.

Section 7.  President.  The President shall be the Chief Executive Officer of
the Corporation and shall have the general and active management of the
business of the Corporation and general and active supervision and direction
over the other officers (other than the Chairman of the Board), agents and
employees and shall see that their duties are properly performed.  He or she
shall, if present and in the absence, or at the request, of the Chairman of
the Board, preside at each meeting of the stockholders and of the Board of
Directors.  He or she shall perform all duties incident to the office of
President and Chief Executive Officer and such other duties as may from time
to time be assigned to him or her by the Board of Directors.

Section 8.  Secretary.  The Secretary shall:
(a)     Keep, or cause to be kept, in one or more books provided for that
purpose the minutes of the meetings of the Board of Directors, the committees
of the Board of Directors and the stockholders;

(b)     See that all notices are duly given in accordance with the provisions
of these By-Laws and as required by law;

(c)     Be custodian of the records and the seal of the Corporation and affix
and attest the seal to all stock certificates of the Corporation (unless the
seal of the Corporation on such certificates shall be a facsimile), and affix
and attest the seal to all other documents to be executed on behalf of the
Corporation under its seal;

(d)     See that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are properly kept
and filed; and

(e)     In general, perform all the duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him or her by the
Board of Directors or the President.

Section 9.  Treasurer.  The Treasurer shall:

(a)     Have charge and custody of, and be responsible for, all funds and
securities of the Corporation;

(b)     Receive and give receipts for monies due and payable to the Corporation
from any source whatsoever and deposit all such monies in the name of the
Corporation in such banks, trust companies or other depositories as shall be
selected in accordance with these By-Laws;

(c)     Prepare, or cause to be prepared, for submission at each regular
meeting of the Board of Directors, or as may be required by law or by the
President, a statement of financial condition of the Corporation in such detail
as may be required;

(d)     Have the power to sign stock certificates to the full extent permitted
by law; and

(e)     In general, perform all the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him or her by the
Board of Directors or the President.  If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of his or her duties
in such sum and with such surety or sureties as the Board of Directors shall
determine.

ARTICLE IV

INDEMNIFICATION

The Corporation, by action of the Board of Directors, may, to the fullest
extent permitted by the General Corporation Law of Delaware, indemnify any
and all persons who it shall have power to indemnify against any and all of
the expenses, liabilities or other matters.

ARTICLE V

FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of April of
each year and end on the last day of March of each year.

ARTICLE VI

SEAL

The Board of Directors shall provide a corporate seal, which shall be in the
form of the name of the Corporation and the words and figures "Corporate Seal
1992 Delaware".

ARTICLE VII

AMENDMENTS

These By-Laws may be amended or repealed, or new By-Laws may be adopted, (1) at
any annual or special meeting of the stockholders, by a majority of the total
votes of the stockholders, present or in person or represented by proxy and
entitled to vote on such action; provided, however, that the notice of such
meeting shall have been given as provided in these By-Laws, which notice shall
mention that amendment or repeal of these By-Laws, or the adoption of new
By-Laws, is one of the purposes of such meeting; (2) by written consent of
the stockholders pursuant to Section 11 of Article I; or (3) by action of the
Board of Directors.