Exhibit 3.3


                                     BY-LAWS

                                       of

                         NATIONAL HOME HEALTH CARE CORP.

                         AS AMENDED ON OCTOBER 29, 2004

                                    ARTICLE I

                                     Offices

         The registered office of the Corporation shall be in Scarsdale,  County
of Westchester, State of New York.

         The Corporation may also have offices at such other places, both within
and without the State of Delaware, as may from time to time be designated by the
Board of Directors.

                                   ARTICLE II

                                      Books

         The  books  and  records  of the  Corporation  may be kept  (except  as
otherwise provided by the laws of the State of Delaware) outside of the State of
Delaware  and at such  place  or  place  as may be  designated  by the  Board of
Directors.

                                   ARTICLE III

                                  Stockholders

         Section 1. Annual  Meetings.  An annual meeting of the  stockholders of
the  Corporation  shall be held on such date and at such  time and place  either
within or without  the State of Delaware  as may be  designated  by the Board of
Directors and stated in the notice of the meeting, for the election of directors
and the transaction of only such other business as may properly come before said
meeting, in accordance with these By-laws.

         Section 2.  Special  Meetings.  Except as  otherwise  required  by law,
special  meetings of the  stockholders  of the  Corporation may be called at any
time only by the Chairman of the Board or President  of the  Corporation  or the
Board of  Directors,  and shall be held on such date and at such time and place,
either within or without the State of Delaware,  and shall be held only for such
purpose  or  purposes,  as may be  designated  by the  Chairman  of the Board or
President of the  Corporation or the Board of Directors and stated in the notice
of the meeting, in accordance with these By-laws.

         Section  3.  Quorum.   At  any  meeting  of  the  stockholders  of  the
Corporation,  except as otherwise expressly provided by the laws of the State of
Delaware,  the  Certificate of  Incorporation  or these  By-laws,  there must be
present, either in person or by proxy, to constitute

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a quorum, stockholders owning a majority of the issued and outstanding shares of
the capital stock of the  Corporation  entitled to vote at said meeting.  At any
meeting of  stockholders  at which a quorum is not  present,  the holders of, or
proxies for, a majority of the stock which is represented  at such meeting,  may
adjourn the meeting from time to time, without notice other than an announcement
at the  meeting,  until a  quorum  shall  be  present  or  represented.  At such
adjourned  meeting  at  which a quorum  shall be  present  or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  noticed. If the adjournment is for more than thirty (30) days, or if
after the  adjournment a new record date is fixed for the adjourned  meeting,  a
notice of the  adjourned  meeting shall be given to each  stockholder  of record
entitled to vote at the meeting.

         Section 4.  Organization.  The Chairman of the Board, or in his absence
the  President,  or, in the absence of the Chairman of the Board and  President,
any Vice President,  shall call to order meetings of the  stockholders and shall
act as chairman of such meetings. The Board of Directors or the stockholders may
appoint any  stockholder or any director or officer of the Corporation to act as
chairman  of any  meeting in the  absence  of the  Chairman  of the  Board,  the
President and all of the Vice Presidents.

         The Secretary of the Corporation shall act as secretary of all meetings
of the stockholders,  but in the absence of the Secretary, the presiding officer
may appoint any other person to act as secretary of any meeting.

         Section 5. Voting.  Except as otherwise  provided in the Certificate of
Incorporation  or these By-laws,  each stockholder of record of the Corporation,
shall, at every meeting of the stockholders of the  Corporation,  be entitled to
one (1) vote for each share of stock outstanding in his name on the books of the
Corporation  on any matter on which he is entitled to vote.  Such vote(s) may be
cast either in person or by proxy. If cast by proxy,  the  proxy-holder  must be
appointed by an instrument in writing,  subscribed by such stockholder or by his
duly authorized attorney (or appointed in such other manner as may be authorized
by the laws of the State of  Delaware),  and  filed  with the  Secretary  of the
Corporation  before  being voted on. Any copy,  facsimile  telecommunication  or
other reliable  reproduction of the written instrument creating the proxy may be
substituted  or used in lieu of the original  proxy for any and all purposes for
which the  original  proxy  could be used,  provided  that such copy,  facsimile
telecommunication or other reproduction shall be a complete  reproduction of the
entire  original  proxy.  No proxy shall be voted after three (3) years from its
date,  unless said proxy  provides for a longer  period.  If the  Certificate of
Incorporation  provides  for more or less  than  one (1)  vote for any  share of
capital stock of the Corporation, on any matter, then any and every reference in
these By-laws to a majority or other  proportion of capital stock shall refer to
such majority or other proportion of the votes of such stock.

         The vote on all elections of directors and on any other matters  before
the meeting need not be by ballot.

         When a quorum is present  at any  meeting  of the  stockholders  of the
Corporation, the vote of the holders of a majority of the capital stock entitled
to vote at such  meeting  and  present in person or  represented  by proxy shall
decide any question brought before such meeting, unless the question is one upon
which, under any provision of the laws of the State of Delaware, the Certificate
of Incorporation or these By-laws,  a different vote is required,  in which case
such

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provision  shall  govern  and  control.  Directors  shall be  elected by a
plurality of the votes of the shares  present in person or  represented by proxy
at the meeting and entitled to vote on the election of directors.

         Section 6. Stockholder Action Without Meetings. Except as any provision
of the laws of the State of Delaware may otherwise require,  any action required
by the laws of the  State of  Delaware  to be taken  at any  annual  or  special
meeting of  stockholders,  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.  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.  Action taken pursuant to this paragraph shall be
subject to the  provisions  of Section 228 of the Delaware  General  Corporation
Law.

                                   ARTICLE IV

                                    Directors

         Section  1.  Function.   Except  as  provided  in  the  Certificate  of
Incorporation,  the business and affairs of the Corporation  shall be managed by
or under the direction of the Board of Directors.

         Section 2. Qualification and Number. Directors must be over 18 years of
age.  Directors need not be  stockholders.  The number of directors  which shall
constitute the Board of Directors shall be one or more, as fixed by the Board of
Directors  from time to time. The directors  shall have the power,  from time to
time, to increase or decrease  their own number,  within the maximum and minimum
limitations specified herein, by resolution of the Board of Directors. The exact
number of directors within the maximum and minimum  limitation  specified herein
may be fixed from time to time by resolution of the Board of Directors.

         Section 3. Resignations.  Any director of the Corporation may resign at
any time by giving written notice to the Board of Directors, the Chairman of the
Board, the President or the Secretary of the  Corporation.  Any such resignation
shall take effect at the time  specified  therein,  or if no time is  specified,
upon  receipt  thereof.   Unless  specified   therein  the  acceptance  of  such
resignation shall not be necessary to make it effective.

         Section 4.  Removals.  Directors  may be removed from  office,  with or
without cause, by the affirmative vote of not less than a majority of the shares
then entitled to vote at an election of directors  (considered  for this purpose
as one class),  provided  that this  provision  shall not apply to any directors
elected  by  holders of stock  voting as a  separate  class or series  under any
provisions of the Certificate of  Incorporation,  which directors may be removed
only as provided in the provisions of the Certificate of Incorporation.

         Section 5.  Vacancies  and Newly Created  Directorships.  Newly created
directorships  resulting  from an  increase in the number of  directors  and all
vacancies occurring in the Board of Directors,  including vacancies occurring in
the Board of Directors by reason of the removal of  directors,  may be filled by
the affirmative vote of a majority of the remaining

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directors though less than a quorum of the Board of Directors,  and directors so
chosen shall hold office until the next annual meeting of stockholders and until
their  successors  shall be elected and  qualified,  provided that any vacancies
with respect to  directors  elected by any holders of stock voting as a separate
class or series under any provisions of the Certificate of  Incorporation  shall
be filled as provided in the provisions of the Certificate of Incorporation.

         Section 6. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and place,  either within or without the
State of Delaware, as shall from time to time be determined by resolution of the
Board of Directors.

         Section 7. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board,  the  President or any two directors
on  notice  given  to each  director,  and  such  meetings  shall be held at the
principal  business  office of the Corporation or at such other place or places,
either  within or without the State of  Delaware,  as shall be  specified in the
notices thereof.

         Section 8. Annual  Meetings.  The first  meeting of each newly  elected
Board  of  Directors  shall be held as soon as  practicable  after  each  annual
election  of  directors,  at the same place as regular  meetings of the Board of
Directors  are  held,  or at such  other  time or  place as may be  provided  by
resolution  of the  Board of  Directors  and  specified  in a notice  given,  as
hereinafter provided, for special meetings of the Board of Directors.

         Section 9.  Notice.  Any notice of meeting of the Board of Directors is
deemed given if sent to each director by first-class  mail at least  forty-eight
(48)  hours  before  the time  fixed  for the  meeting  or  telecopied  at least
twenty-four (24) hours before the time fixed for the meeting.  At any meeting at
which all of the directors  are present,  any and all business may be transacted
even though no notice was given.

         Section 10.  Quorum.  At all  meetings of the Board of  Directors,  the
presence  of a majority of the  directors  constituting  the Board of  Directors
shall  constitute a quorum for the transaction of business.  Except as otherwise
specifically  provided by the laws of the State of Delaware,  the Certificate of
Incorporation  or these  By-laws,  the  affirmative  vote of a  majority  of the
directors  present  at the time of such  vote  shall be the act of the  Board of
Directors  if a quorum  is  present.  If a quorum  shall not be  present  at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting,  without notice other than announcement at the meeting,  until a quorum
shall be present.

         Section  11.  Action by Consent.  Unless  otherwise  restricted  by the
Certificate of Incorporation or these By-laws,  any action required or permitted
to be taken at any meeting of the Board of  Directors or any  Committee  thereof
may be taken without a meeting, if all members of the Board of Directors or such
Committee consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board.

         Section 12.  Telephonic  Meetings.  Unless otherwise  restricted by the
Certificate of Incorporation or these By-laws, members of the Board of Directors
and  each  Committee  thereof  may  participate  in a  meeting  of the  Board of
Directors or of any Committee by communications  equipment by means of which all
participants  can hear each other.  Participation  in a meeting pursuant to this
Section 12 of Article IV shall constitute presence in person at such meeting.

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         Section  13.  Committees  of the  Board of  Directors.  Subject  to the
provisions of the Certificate of  Incorporation,  the Board of Directors may, by
resolution  passed by a majority of the whole Board of Directors,  designate one
or  more  Committees,  consisting  of  one  or  more  of  the  directors  of the
Corporation,  to be Committees of the Board of Directors.  All Committees of the
Board of Directors may authorize  the seal of the  Corporation  to be affixed to
any papers which may require it. To the extent  provided in the  Certificate  of
Incorporation, these By-laws or any resolution of the Board of Directors, and to
the  extent  permissible  under  the  laws  of the  State  of  Delaware  and the
Certificate of  Incorporation,  any such Committee shall have, and may exercise,
all of the powers and  authority of the Board of Directors in the  management of
the business and affairs of the Corporation.  In the absence or disqualification
of a member of a Committee, the member or members present at any meeting and not
disqualified  from  voting,  whether or not such member or members  constitute a
quorum, may unanimously  appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member.

         Section 14.  Compensation  of Directors.  The Board of Directors  shall
have the authority to fix the compensation of directors.

                                    ARTICLE V

                                    Officers

         Section 1.  Designations,  Election and Term of Office. The officers of
the Corporation shall be a Chairman of the Board, a Chief Executive  Officer,  a
President,  a Secretary and a Treasurer,  and may at the discretion of the Board
of  Directors  include one or more Vice  Presidents,  Assistant  Treasurers  and
Assistant Secretaries. The officers of the Corporation shall be elected annually
by the Board of  Directors  at its  meeting  held  immediately  after the annual
meeting of the stockholders, and shall hold their respective offices until their
successors  are duly elected and  qualified.  Any two (2) or more offices may be
held by the same person.  The Board of  Directors  may from time to time appoint
such other officers and agents as the interests of the  Corporation  may require
and may fix their  duties and terms of office.  Each of the  foregoing  officers
shall have the power and authority to sign instruments and stock certificates in
accordance with section 103(a)(2) of the Delaware General Corporation Law and to
sign agreements on behalf of the Corporation.

         Section 2.  Chairman  of the Board.  The  Chairman  of the Board  shall
preside at all  meetings  of the Board of  Directors  and shall have and perform
such other  duties as from time to time may be  assigned  to him by the Board of
Directors.

         Section 3. Chief Executive Officer.  The Chief Executive Officer shall,
in the  absence or  disability  of the  Chairman  of the  Board,  preside at all
meetings of the  stockholders,  shall have general  supervision,  direction  and
control  of  the  business  and  affairs  of  the  Corporation  subject  to  the
authorization  and control of the Board of Directors,  shall see that all orders
and resolutions of the Board of Directors are  effectuated,  and shall have such
other power and  authority and perform such other duties as may be prescribed by
these By-laws or as may be assigned from time to time by the Board of Directors.
The Chief Executive  Officer shall ensure that the books,  reports,  statements,
certificates  and other records of the  Corporation  are kept,

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made or filed in  accordance  with the laws of the State of Delaware.  The Chief
Executive  Officer shall cause to be called regular and special  meetings of the
stockholders and of the Board of Directors in accordance with these By-laws.  He
shall appoint and remove, employ and discharge,  and fix the compensation of all
servants,  agents,  employees and clerks of the Corporation  other than the duly
elected  or  appointed  officers,  subject  to  the  approval  of the  Board  of
Directors.  In addition to the powers and duties expressly conferred upon him by
these By-laws, he shall, except as otherwise  specifically  provided by the laws
of the State of  Delaware,  have such other powers and duties as shall from time
to time be assigned to him by the Board of Directors.

         In the  absence  or  disability  of the Chief  Executive  Officer,  the
President,  if  available,  and if the  President  is not  available  the  Chief
Operating Officer, if one is elected and if available, shall have the authority,
and shall perform the duties, of the Chief Executive Officer.

         Section 4. President. The President shall, in the absence or disability
of the  Chairman  of the Board  and  Chief  Executive  Officer,  preside  at all
meetings of the stockholders and at all meetings of the Board of Directors,  and
shall have such other power and  authority  and perform such other duties as may
be  prescribed  by these  By-laws or as may be assigned from time to time by the
Board of Directors or the Chief Executive Officer.

         In the  absence  or  disability  of the Chief  Executive  Officer,  the
President, if available, shall have the authority, and shall perform the duties,
of the Chief Executive Officer.

         Section 5. Vice  Presidents.  There may be such Vice  Presidents as the
Board of Directors shall determine from time to time, with duties  determined by
the Board of Directors.

         Section 6. Secretary.  The Secretary may sign all certificates of stock
of the  Corporation.  He shall record all the proceedings of the meetings of the
Board of Directors and of the  stockholders  of the  Corporation  in books to be
kept for that purpose.  He shall have custody of the seal of the Corporation and
may affix the same to any instrument  requiring it when  authorized by the Board
of Directors,  and when so affixed he may attest the same by his  signature.  He
shall keep the transfer  books,  in which all  transfers of the capital stock of
the Corporation  shall be registered,  and the stock books,  which shall contain
the names and addresses of all holders of the capital  stock of the  Corporation
and the  number of shares  held by each.  He shall  keep the stock and  transfer
books available  during business hours for inspection by any stockholder and for
the transfer of stock.  He shall notify the  directors and  stockholders  of the
respective  meetings as required by law or by these  By-laws.  He shall  perform
such other  duties as may be required by law or these  By-laws,  or which may be
assigned to him from time to time by the Board of Directors.

         Section 7.  Assistant  Secretary.  The Assistant  Secretary,  if one is
elected,  shall,  during the absence or incapacity of the Secretary,  assume and
perform  all  functions  and duties  which the  Secretary  might  lawfully do if
present and not under any incapacity.

         Section 8. Treasurer.  The Treasurer shall have charge of the funds and
the securities of the Corporation. He may sign all certificates of stock jointly
with the President.

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         The Treasurer shall perform such other duties as may be required by law
or these By-laws, or which may be assigned to him from time to time by the Board
of Directors.

         The Treasurer shall keep full and accurate accounts of all receipts and
disbursements of the Corporation in books belonging to the Corporation and shall
deposit all monies and other  valuable  effects in the name and to the credit of
the  Corporation  in such  depositories  as may be  designated  by the  Board of
Directors.  He shall disburse the funds of the  Corporation as may be ordered by
the Board of  Directors,  and shall render to the  President  or the  directors,
whenever  they may require it, an account of all his  transactions  as Treasurer
and an account of the business and financial position of the Corporation.

         Section 9.  Assistant  Treasurer.  The Assistant  Treasurer,  if one is
elected,  shall,  during the absence or incapacity of the Treasurer,  assume and
perform  all  functions  and duties  which the  Treasurer  might  lawfully do if
present and not under any incapacity.

         Section 10.  Treasurer's Bond. The Treasurer and Assistant  Treasurers,
if one is elected,  shall, if required to do so by the Board of Directors,  each
give a bond  (which  shall be renewed  every six (6) years) in sum and with such
surety  or  sureties  as the  Board of  Directors  or the  laws of the  State of
Delaware may require.

         Section 11. Transfer of Duties. The Board of Directors may transfer the
power and duties,  in whole or in part, of any officer to any other officer,  or
other  person,  notwithstanding  the  provisions  of these  By-laws,  except  as
otherwise provided by the laws of the State of Delaware.

         Section  12.  Vacancies.  If the  office  of  Chairman  of  the  Board,
President, Vice President,  Secretary or Treasurer, or that of any other officer
or agent,  becomes  vacant for any reason,  the Board of Directors  may choose a
successor to hold office for the unexpired term.

         Section 13.  Removals.  Any officer or agent of the  Corporation may be
removed  from  office,  with or  without  cause,  by the  affirmative  vote of a
majority  of the  entire  Board  of  Directors,  at a  meeting  of the  Board of
Directors called for that purpose.

         Section 14.  Compensation of Officers.  The officers shall receive such
salary or compensation as may be determined by the Board of Directors.

         Section 15.  Resignations.  Any officer or agent of the Corporation may
resign at any time by giving  written notice to the Board of Directors or to the
Chairman of the Board,  President  or  Secretary  of the  Corporation.  Any such
resignation  shall take effect at the time  specified  therein or, if no time is
specified, upon receipt thereof. Unless otherwise specified therein,  acceptance
of such resignation shall not be necessary to make it effective.

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                                   ARTICLE VI

                           Contracts, Checks and Notes

         Section 1.  Contracts.  Unless the Board of Directors  shall  otherwise
specifically  direct,  all contracts of the Corporation shall be executed in the
name of the  Corporation  by the  Chairman  of the  Board,  President  or a Vice
President.

         Section 2.  Checks and Notes.  Subject to the  provisions  of the first
paragraph  of  Section  1 of  Article  IV,  all  negotiable  instruments  of the
Corporation shall be signed by such officers or agents of the Corporation as may
be designated by the Board of Directors.

                                   ARTICLE VII

                                      Stock

         Section 1.  Certificates of Stock.  The  certificates for shares of the
stock of the Corporation shall be in such form,  consistent with the Certificate
of  Incorporation,  as shall  be  approved  by the  Board  of  Directors.  Every
stockholder in the  Corporation  shall be entitled to have a certificate  signed
jointly by the President or a Vice President, and by the Treasurer, an Assistant
Treasurer,  the  Secretary or an Assistant  Secretary  certifying  the number of
shares owned by the stockholder and the date of issue. A stock certificate shall
not be valid unless so signed. All certificates shall be consecutively  numbered
and shall be entered in the books of the Corporation when issued.

         Where a 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
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 an officer,  transfer  agent or registrar at the date of issue.  All
certificates surrendered to the Corporation shall be canceled and, except in the
case of lost or  destroyed  certificates,  no new  certificates  shall be issued
until the former  certificate for the same number of shares of the same class of
stock shall have been surrendered and canceled.

         Section 2. Transfer 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,  assignment  or  authority  to
transfer,  the Corporation  shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction on its books.

         Section 3. Uncertificated  Shares. Subject to any conditions imposed by
the Delaware General  Corporation Law, the Board of Directors may provide by one
or more  resolutions  that  some or all of any or all  classes  or series of the
stock of the Corporation  shall be  uncertificated  shares.  Within a reasonable
time  after  the  issuance  or  transfer  of  any

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uncertificated  shares,  the  Corporation  shall  send to the  registered  owner
thereof any written notice prescribed by the General Corporation Law.

         Section 4. Fractional Share  Interests.  The Corporation may, but shall
not be required to,  issue  fractions of a share.  If the  Corporation  does not
issue  fractions  of a share,  it  shall  (1)  arrange  for the  disposition  of
fractional  interests to those entitled thereto,  (2) pay in cash the fair value
of  fractions  of a share as of the time when those  entitled  to  receive  such
fractions  are  determined,  or (3) issue scrip or warrants in  registered  form
(either   represented  by  a  certificate  or  uncertificated)  or  bearer  form
(represented by a certificate)  which shall entitle the holder to receive a full
share upon the surrender of such scrip or warrants  aggregating a full share.  A
certificate for a fractional share or an uncertificated  fractional share shall,
but scrip or warrants shall not unless otherwise  provided therein,  entitle the
holder  to  exercise  voting  rights,  to  receive  dividends  thereon,  and  to
participate in any of the assets of the Corporation in the event of liquidation.
The Board of Directors  may cause scrip or warrants to be issued  subject to the
condition  that  they  shall  become  void  if not  exchanged  for  certificates
representing  the full shares or  uncertificated  full shares before a specified
date, or subject to the  conditions  that the shares for which scrip or warrants
are  exchangeable  may be  sold by the  Corporation  and  the  proceeds  thereof
distributed  to the  holders  of scrip or  warrants,  or  subject  to any  other
conditions which the Board of Directors may impose.

                                  ARTICLE VIII

                             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 to, or interest in, such
share or  shares  by any  other  person,  whether  or not it shall  have  notice
thereof, except as expressly provided by the laws of the State of Delaware.

                                   ARTICLE IX

                                Lost Certificates

         Any person  claiming a  certificate  of stock to be lost or  destroyed,
shall make an affidavit or  affirmation  of that fact and advertise it as may be
required by the Board of Directors. The Board of Directors may require the owner
of the lost or destroyed certificate,  or his legal representative,  to give the
Corporation  a  bond  in a sum  sufficient,  in the  opinion  of  the  Board  of
Directors,  to  indemnify  the  Corporation  against  any claim that may be made
against it because of the alleged loss. A new  certificate of the same tenor and
for the same  number of shares as the one  allegedly  lost or  destroyed  may be
issued without requiring any bond when the Board of Directors determines this to
be proper.

                                    ARTICLE X

                                Waiver of Notice

         Whenever  any  notice is  required  to be given by statute or under the
provisions of the  Certificate  of  Incorporation  or these  By-laws,  a written
waiver thereof signed by the person

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or persons  entitled to the notice  before or after the time stated herein shall
be equivalent to such notice.

                                   ARTICLE XI

                                      Seal

         The corporate seal of the Corporation  shall have inscribed thereon the
name of the  Corporation,  the year of its organization and the words "Corporate
Seal, Delaware."

                                   ARTICLE XII

                                 Indemnification

         Section 1. General  Right to  Indemnification.  The  Corporation  shall
indemnify any director or officer of the Corporation and may indemnify any other
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  Corporation)  by reason of the fact that he is or was a  director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and, with respect to any criminal  action or  proceedings,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.

                                      -10-
<PAGE>

         Section 2. Indemnification in Derivative Actions. The Corporation shall
indemnify any director or officer of the Corporation and may indemnify any other
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
Corporation  to procure a judgment in its favor by reason of the fact that he is
or was a director,  officer, employee or agent of the Corporation,  or is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  reasonably  believed to be in
or not  opposed to the best  interests  of the  Corporation  and except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  Corporation
unless and only to the extent that the  Delaware  Court of Chancery or the court
in which such action or suit was brought shall determine upon application  that,
despite the  adjudication of liability but in view of all the  circumstances  of
the case,  such person is fairly and  reasonably  entitled to indemnity for such
expenses  which the  Delaware  Court of  Chancery or such other court shall deem
proper.

         Section  3.  Determination  of  Right  to   Indemnification.   Anything
hereinabove  set forth to the  contrary  notwithstanding,  to the extent  that a
person entitled to  indemnification  under Section 1 or 2 has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in  Sections 1 and 2, or in defense of any claim,  issue or matter  therein,  he
shall in any event be indemnified against expenses  (including  attorneys' fees)
actually  and  reasonably   incurred  by  him  in  connection   therewith.   Any
indemnification  under Sections 1 and 2 of this Article XII (unless ordered by a
court) shall be made by the Corporation  only as authorized in the specific case
upon  a   determination   that   indemnification   of  the  person  entitled  to
indemnification under Sections 1 and 2 is proper in the circumstances because he
has met the  applicable  standard of conduct set forth in Sections 1 and 2. Such
determination  shall be made (1) by the Board of Directors by a majority vote of
a quorum  consisting of directors  who were not parties to such action,  suit or
proceeding, or (2) if such a quorum is not obtainable,  or, even if obtainable a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or (3) by a majority vote of a quorum of the stockholders.

         Section  4.  Authority  to  Advance  Expenses.   Expenses  incurred  in
defending a civil or criminal  action,  suit or proceeding  shall be paid by the
Corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an undertaking  (which need not be secured) by or on
behalf of the person entitled to indemnification under Sections 1 and 2 to repay
such amount if it shall  ultimately be determined  that he is not entitled to be
indemnified by the Corporation as authorized in this Article.

         Section  5.   Provisions   Non-Exclusive.   The   indemnification   and
advancement of expenses  provided by, or granted pursuant to, this Article shall
not  be  deemed   exclusive  of  any  other   rights  to  which  those   seeking
indemnification  or  advancement  of expenses may be entitled  under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official  capacity and as to action in another  capacity  while
holding such office.

         Section 6.  Authority  to Insure.  The  Corporation  is  authorized  to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director, officer, employee or agent

                                      -11-
<PAGE>

of the Corporation,  or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  Corporation  would have the power to  indemnify  him against
such liability under the provisions of this Article XII.

         Section 7. Continuation of Right. The  indemnification  and advancement
of expenses provided by, or granted pursuant to, this Article XII shall,  unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a  director,  officer,  employee  or agent  and shall  inure to the
benefit of the heirs, executors and administrators of such a person.

         Section 8. Savings  Clause.  If this Article XII or any portion  hereof
shall be invalidated on any ground by any court of competent jurisdiction,  then
the Corporation  shall  nevertheless  indemnify,  and advance  expenses to, each
director and officer,  and may indemnify,  and advance expenses to, any employee
or agent of the  Corporation,  to the full extent  permitted  by any  applicable
portion of this Article XII that shall not have been invalidated and to the full
extent permitted by applicable law.

         Section  9.  Certain   Definitions.   For  purposes  of  this  Article,
references  to "the  Corporation"  shall  include,  in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director,  officer, employee or agent of such constituent corporation,  or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise,  shall stand in the same position under this section
with respect to the  resulting or  surviving  corporation  as he would have with
respect to such constituent corporation if its separate existence had continued.

         For purposes of this Article,  references to "other  enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to  "serving at the request of the  Corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  Corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed to the best interest of the Corporation" as referred to in this Section.


                                      -12-
<PAGE>

                                  ARTICLE XIII

                                   Amendments

         The directors of the Corporation, by the affirmative vote of a majority
of the whole Board of Directors,  at any regular or special meeting,  shall have
the power to adopt, amend or repeal these By-laws, provided,  however, that such
power of the  Board of  Directors  shall  not  divest  the  stockholders  of the
Corporation   of  their  power  to  adopt,   amend  or  repeal  these   By-laws.
Notwithstanding the foregoing, the affirmative vote of the holders of all of the
outstanding  shares of common stock of the  Corporation  entitled to vote in the
election of directors shall be required to alter or repeal, or make or adopt any
provision inconsistent with, Section 1 of Article IV of these By-laws.


                                      -13-