EXHIBIT 4.2

                                    BYLAWS OF

                            MICROPAC INDUSTRIES, INC.

                                    ARTICLE I

                                     OFFICES

         1.1  Registered  Office.  The registered  office of the  corporation is
located at 905 Fast Walnut, Garland, Texas 75040.

         1.2  Registered  Agent.  The  name  of  the  registered  agent  of  the
corporation at such address is James K. Murphey.

         1.3 Other Offices.  The corporation may also have offices at such other
places, within or without the State of Texas, where the corporation is qualified
to do business,  as the Board of Directors may from time to time  designate,  or
business of the corporation may require.

                                   ARTICLE II

                             SHAREHOLDERS' MEETINGS

         2.1 Place-Of  Meeting.  Meetings of  Shareholders  shall be held at any
place within or without the State of Texas  designated by the Board of Directors
pursuant to authority hereinafter granted to the Board, or by written consent of
all persons entitled to vote thereat. Any meeting is valid wherever held if held
by the written consent of all the persons entitled to vote thereat, given either
before or after the meeting and filed with the Secretary of the corporation.

         2.2 Time of Annual Meeting-Business  Transacted.  The annual meeting of
Shareholders  shall  be held on or  before  a date  designated  by the  Board of
Directors  after  January 1 of each year and prior to April 30 of such year.  At
such meeting Directors shall be elected and any other business may be transacted
which is within the powers of the shareholders.

         2.3 Notice of Meeting.  Notice of all meetings of Shareholders shall be
given in writing to  Shareholders  entitled to vote by the  President,  any Vice
President,  Secretary or Assistant Secretary.  The notice shall be given to each
Shareholder,  either personally or by prepaid mail, addressed to the Shareholder
at his address appearing on the transfer books of the corporation.

         2.4 Time and  Notice.  Notice of any meeting of  Shareholders  shall be
sent to each  Shareholder  entitled thereto not less than ten (10) days nor more
than fifty (50) days before the meeting, except in the case of a meeting for the
purpose of  approving  a merger or  consolidation  agreement,  in which case the
notice  must be given not less than  twenty  (20) days  prior to the date of the
meeting.




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         2.5  Contents of Notice.  Notice of any meeting of  Shareholders  shall
specify the place,  date and hour of the meeting.  The notice shall also specify
the place,  date and hour of the  meeting.  The notice  shall also  specify  the
purpose of the meeting if it is a special meeting,  or if its purpose, or one of
its  purposes,  will be  to  consider  a proposed  amendment  of the Articles of
Incorporation,  to consider a proposed  merger of  consolidation,  to consider a
proposed reduction of stated capital without amendment,  to consider a voluntary
dissolution  or the  revocation  of a  voluntary  dissolution  by the act of the
corporation, or to consider a proposed disposition of all, or substantially all,
of the assets of the corporation outside of the ordinary course of business.

         2.6  Notice of  Adjourned  Meeting.  When a  Shareholders'  meeting  is
adjourned for thirty (30) days or more, notice of the adjourned meeting shall be
given as in the case of an original  meeting.  When a meeting is  adjourned  for
less than thirty (30) days,  it is not  necessary to give any notice of the time
and place of the adjourned meeting or of the business to be transacted  thereat,
other than by announcement at the meeting at which the adjournment is taken.

         2.7 Call of Special Meetings. Upon request in writing to the President,
Vice-President,  or  Secretary,  sent   by  registered  mail or delivered to the
officer in person,  by any persons  entitled to call a meeting of  Shareholders,
the  forthwith  shall cause notice to be given to the  Shareholders  entitled to
vote, that a meeting will be held at a time fixed by the officer,  not less than
ten (10) days  after the  receipt  of the  request.  If the  notice is not given
within seven (7) days after the date of delivery,  or the date of mailing of the
request, the person calling the meeting may fix the time of the meeting and give
the notice in the manner  provided in these  Bylaws.  Nothing  contained in this
section  shall be construed as limiting,  fixing,  or affecting the time or date
when a meeting of  Shareholders  called by action  of the Board of Directors may
be held.

         2.8  Persons Entitled to Call Special Meetings. Special meetings of the
Shareholders,  for any purpose  whatsoever,  may be called at any time by any of
the following:  (1) the President;  (2) the Board of Directors;  (3) one or more
shareholders  holding not less than one tenth of all the shares entitled to vote
at meetings.

         2.9 Quorum of  Shareholders.  The presence in person or by proxy of the
persons  entitled to vote  fifty-one  percent  (51%) of the voting shares of any
meeting constitutes a quorum for the transaction of business.

         2.10 Adjournment for Lack or Loss of Quorum. In the absence of a quorum
or the withdrawal of enough  Shareholders to leave less than quorum, any meeting
of Shareholders  may be adjourned from time to time by the vote of a majority of
the shares,  the holders of which are either present in person or represented by
proxy thereat, but no other business may be transacted.

         2.11  Closing   Transfer   Books.   For  the  purpose  of   determining
Shareholders  entitled to notice of or to vote at any meeting of Shareholders or
any adjournment  thereof, or entitled to receive payment of any dividend,  or in
order to make a determination of Shareholders for any other proper purpose,  the
Board of Directors may provide that the share transfer books shall be closed for
a stated period not to exceed in any case fifty (50) days. If the transfer books
shall be closed for the purpose of determining  Shareholders  entitled to notice
of or to vote at a meeting of  Shareholders,  such books  shall be closed for at
least ten (10) days immediately preceding such meeting.



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         2.12 Record Date for Determination of Shareholders.  In lieu of closing
the share  transfer  books,  the Board of Directors may fix in advance a date as
the record date for any such  determination  of  shareholders,  such date in any
case  to be no  more  than  fifty  (50)  days  and,  in  case  of a  meeting  of
Shareholders,  not  less  than  ten (10)  days  prior  to the date on which  the
particular action requiring such determination of Shareholders is to be taken.

         2.13 Date of Notice or Resolution for Determination of Shareholders. If
the share  transfer  books are not  closed  and no record  date is fixed for the
determination  of Shareholders  entitled to notice of or to vote at a meeting of
Shareholders,  the date on which  notice of the meeting is mailed or the date on
which the  resolution  of the Board of  Directors  declaring  such  dividend  is
adopted,  as the case may be,  is the  record  date  for such  determination  of
Shareholders.

         2.14 Adjourned Meeting. When any determination of Shareholders entitled
to vote at any  meeting  of  Shareholders  has  been  made as  provided  in this
Article,  such determination shall apply to any adjournment thereof except where
the  determination  has been made through  closing of the transfer books and the
stated period of closing has expired, in which case the Board of Directors shall
make a new determination as hereinbefore provided.

         2.15  Voting  List.  At least  ten (10) days  before  each  meeting  of
shareholders,  the  officer or agent  having  charge of a  complete  list of the
Shareholders  entitled  to vote  at such  meeting  or any  adjournment  thereof,
arranged in alphabetical order, with the address of and number of shares held by
each, which shall, for a period of ten (10) days prior to such meeting, shall be
kept on file at the registered office of the corporation and shall be subject to
inspection of any shareholder during the whole time of the meeting. The original
share  transfer  books  shall  be  prima  facie  evidence  as  to  who  are  the
Shareholders  entitled to examine such list. However,  failure to prepare and to
make  available  such list in the  manner  provided  above  shall not affect the
validity of any action taken at the meeting.

         2.16 Votes per Share.  Each  outstanding  share,  regardless  of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
the  Shareholders,  except to the extent that the voting rights of shares of any
class or classes are limited by the Articles of Incorporation.

         2.17 Cumulative Voting. Directors shall be elected by a plurality vote.
Cumulative voting shall not be permitted.


         2.18 Voting by Voice and Ballot. Elections for Directors need not be by
ballot  unless a  Shareholder  demands  election by ballot at the  election  and
before the voting begins.

         2.19  Proxies.  A  Shareholder  may vote  either  in person or by proxy
executed in writing by a shareholder or by his  authorized  attorney in fact. No
proxy  shall be valid after  eleven  (11) months from the date of its  execution
unless  otherwise  provided in the proxy.  Each proxy shall be revocable  unless
expressly provided therein to be irrevocable.





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         2.20 Waiver of Notice.  Any notice  required by law or these Bylaws may
be waived by the  execution  by the person  entitled  to the notice of a written
waiver of such  notice,  which may be signed  before or after the time stated in
the notice.

         2.21 Action Without Meeting.  Any action which,  under any provision of
the  Delaware  Business  Corporation  Act,  may be  taken  at a  meeting  of the
Shareholders,  may be taken without a meeting if authorized by a writing  signed
by all of the persons who would be entitled to vote on such action at a meeting,
and filed with the Secretary of the corporation.  Any such signed consent,  or a
signed copy thereof, shall be placed in the minute book of the corporation.

         2.22 Conduct of Meetings.  At every  meeting of the  Shareholders,  the
President,  or in his absence, the Vice-President,  designated by the President,
or if! the absence of any such designation,  a chairman (who shall be one of the
Vice-Presidents,  if any is  present)  chosen by  majority  in  interest  of the
Shareholders of the corporation  present or by proxy and entitled to vote, shall
act as  Chairman.  The  Secretary  of the  corporation,  or in  his  absence,  M
Assistant Secretary, shall act as Secretary of all meetings of the Shareholders.
In the absence at such  meeting of the  Secretary or  Assistant  Secretary,  the
Chairman may appoint another person to act as Secretary of the meeting.

                                   ARTICLE III

                                    DIRECTORS

         3.1 Directors  Defined.  "Directors" when used in relation to any power
or duty requiring collective action, means "Board of Directors".

         3.2  Powers.  The  business  and  affairs  of the  corporation  and all
corporate  powers  shall be  exercised  by or under  authority  of the  Board of
Directors,  subject to limitation  imposed by the Delaware Business  Corporation
Act, the Articles of Incorporation,  or these Bylaws as to action which requires
authorization or approval by the Shareholders.

         3.3 Number of  Directors.  The number of Directors of this  corporation
shall be  established  from time to time by the Board of Directors not to exceed
nine (9)  directors.  The number of Directors may be increased or decreased from
time to time by the Board of Directors, but no decrease shall have the effect of
shortening the terms of any incumbent Director.

         3.4 Term of Office.  Directors  shall hold office until the next annual
meeting of Shareholders and until their successors are elected and qualified.


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         3.5 Vacant,.  Vacancies  in the Board of  Directors  shall exist in the
case of the happening of any of the following events: (a) the death, resignation
or  removal  of any  Directors;  (b)  the  authorized  number  of  Directors  is
increased;  or (c) at an annual,  regular, or special meeting of Shareholders at
which  arty  Director  is  elected,  the  shareholders  fail to  elect  the full
authorized number of Directors to be voted for at that meeting.

         3.6  Declaration of Vacancy.  The Board of Directors may declare vacant
the office of a Director in either of the following cases: (a) if he is adjudged
incompetent by an order of Court,  or finally  convicted of a felony;  or (b) if
within  sixty (60) days  after  notice of his  election,  he does not accept the
office either in writing or by attending a meeting of the Board of Directors.

         3.7  Filling  Vacancies  by  Directors.  Vacancies  may be  filled by a
majority of the  remaining  Directors,  though less than a quorum,  or by a sole
remaining  Director.  Each  Director  so  elected  shall hold  office  until his
successor  is  elected  at  any  annual,  regular  or  special  meeting  of  the
shareholders.

         3.8 Filling  Vacancies by Shareholders - Reduction of Authorized Number
of  Directors.  The  Shareholders  may elect a Director  at any time to fill any
vacancy  not filled by the  Directors.  If the Board of  Directors  accepts  the
resignation  of a Director  tendered to take effect at a future time,  the Board
failing to fill the vacancy  within ten (10) days of the  effective  date of the
resignation,  the Shareholders may elect a successor to take office. A reduction
of the authorized  number of Directors does not remove any Director prior to the
expiration of his term of office.

         3.9  Removal  of  Directors.  The  entire  Board  of  Directors  or any
individual Director may be removed from office by a vote of Shareholders holding
sixty-six and two thirds percent (66 2/3 %) of the  outstanding  shares entitled
to vote at an election of Directors. If any or all Directors are so removed, new
Directors may be elected at the same meeting.

         3.10 Place of  Meetings.  Regular  meetings  of the Board of  Directors
shall be held at any  place  which  has  been  designated  from  time to time by
resolution  of the Board or by written  consent of all members of the Board.  In
the  absence  of  such  designation,  regular  meetings  shall  be  held  at the
Registered Office of the corporation.  Special meetings of the Board may be held
either at a place so  designated  or at the  Registered  office.  Any regular or
special  meeting is valid,  wherever  held,  if held on  written  consent of all
members of the Board given either before or after the meeting and filed with the
Secretary of the Corporation.

         3.11  Regular and Special  Meetings.  Regular  meetings of the Board of
Directors  shall be held at such  time and  place as shall  from time to time be
determined  by the Board.  Special  meetings of the Board of Directors  shall be
called by the  President  or if he is absent or is unable or refuses to act,  by
the Vice-President or by any two Directors.

         3.12 Notice of  Meetings.  Written  notice of the time and place of the
regular  or  special  meetings  of the  Board of  Directors  shall be  delivered
personally to each  Director,  or sent to each Director by mail or by other form
of written  communication  at least  seven (7) days before the  meeting.  If the
address  of a  Director  is  not  shown  on  the  records  and  is  not  readily
ascertainable,  notice  shall be  addressed to him at the city of place in which
the meetings of the Directors are regularly  held.  Notice of the time and place
of holding an  adjourned  meeting  need not be given to absent  Directors if the
time and place are fixed at the meeting adjourned.



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         3.13 Call of Regular  Meetings.  All  regular  meetings of the Board of
Directors of this  corporation  shall be called by the  President,  or, if he is
absent or is unable  or  refuses  to act,  by any  Vice-President  or by any two
Directors.

         3.14  Validation  of  Meeting   Defectively  Called  or  Noticed.   The
transactions  of any  meeting  of the Board of  Directors,  however  called  and
noticed or  wherever  held,  are as valid as though  had at a meeting  duly held
after regular call and notice, if a quorum is present,  and if, either before or
after the meeting,  each of Directors  not present  signs a waiver of notice,  a
consent to holding the meeting, or an approval of the minutes thereof.  All such
waivers, consents, or approval shall be filed with the corporate records or made
a part of the  minutes of the  meeting.  Attendance  by a Director  at a meeting
shall  constitute a waiver of notice of the meeting,  unless the express purpose
for such attendance is to present the objection that the meeting is not lawfully
called or convened.

         3.15  Quorum.  A  majority  of  the  authorized   number  of  Directors
constitutes a quorum of the Board for the transaction of business.

         3.16 Majority Action.  Every act or decision done or made by a majority
of the  Directors  present at any meeting duly held at which a quorum is present
is the act of the Board of  Directors,  unless an action of a greater  number is
required by the Articles of Incorporation of these Bylaws.  Each Director who is
present at a meeting will be deemed to have assented to any action taken at such
meeting  unless his  dissent  to the  action is  entered  in the  minutes of the
meeting,  or unless he shall file his written dissent thereto with the Secretary
of the meeting or shall forward such dissent by registered mail to the Secretary
of the corporation immediately after such meeting.

         3.17 Action by  Consent of Board Without  Meeting.  Any action required
or permitted to be taken by the Board of  Directors  under any  provision of the
Delaware  Business  Corporation  shall  individually or collectively  consent in
writing to such action. Such written consent or consents shall be filed with the
minutes of the  proceedings of the Board.  Such action by written  consent shall
have the same  force  and  effect as a  unanimous  vote of such  Directors.  Any
certificate or other document filed under any provision of the Delaware Business
Corporation Act which related to action so taken shall state that the action was
taken by unanimous  written consent of the Board of Directors  without a meeting
and that these Bylaws  authorize the  Directors to so act,  arid such  statement
shall be prima facie evidence of such authority.

         3.18  Adjournment.  In  the  absence  of a  quorum  a  majority  of the
Directors  present  may  adjourn  from time to time until the time fixed for the
next regular meeting of the Board.

         3.19 Conduct of Meetings.  At every  meeting of the Board of Directors,
the Chairman of the Board of Directors,  if there shall be such an officer,  and
if not, the President,  or in his absence the Vice-President  designated by him,
or in the absence of such  designation,  a chairman  chosen by a majority of the
Directors present,  shall preside. The Secretary of the corporation shall act as
Secretary of the Board of Directors.  In case the Secretary shall be absent from
any  meeting,  the  chairman  may appoint any person to act as  Secretary of the
meeting.





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         3.20 Indemnification and Insurance

                  a. Definitions For purposes of this Section 3.20 only:

                           i.  "Enterprise"  means a foreign or domestic limited
                  partnership,  corporation, general partnership, joint venture,
                  sole proprietorship,  trust, employee benefit plan, or similar
                  entity.

                           ii.  "Expenses"  include  court costs and  attorney's
                  fees.

                           iii.  "Proceeding"  means any threatened,  pending or
                  completed   action,   suit,  or  proceeding,   whether  civil,
                  criminal,  administrative,  arbitrative, or investigative, any
                  appeal. in such an action, suit or proceeding, and any inquiry
                  or  investigation  that could lead to such an action,  suit or
                  proceeding.

                           iv.  "Representative"  means a  Person  serving  as a
                  partner,  director,  officer, venturer,  proprietor,  trustee,
                  employee,  or agent of an  enterprise  or  serving  a  similar
                  function for an enterprise.

                  b.  Indemnification.  The  corporation  shall be  required  to
         indemnify a Person against reasonable expenses incurred.  by the Person
         in  connection  with a  proceeding  in  which  the  Person  is a  named
         defendant  or  respondent  because  the  Person is or was an officer or
         director of the Corporation.

                  c. Advance Payment of Expenses.  Reasonable  expenses incurred
         by an officer or director with respect to a proceeding in which he was,
         is, or is threatened to be made a named  defendant or respondent  shall
         be paid or  reimbursed  by the  corporation  in  advance  of the  final
         disposition of the proceeding.

                  d.  Reimbursement  of Expenses  and Witness.  The  corporation
         shall pay or reimburse  expenses  incurred by an officer or director in
         connection  with such officer or directors  appearance  as a witness or
         other  participation  in  a  proceeding   involving  or  affecting  the
         corporation at a time when the  corporation is not a named defendant or
         respondent in the proceeding.

                  e.  Insurance  and  Other   Arrangements   for  Payment.   The
         corporation may purchase and maintain insurance or another  arrangement
         on behalf of any Person who is or was an  officer or  director,  of the
         corporation, or who is or was serving at the request of the corporation
         as a  representative  of  another  enterprise,  against  any  liability
         asserted against the Person and incurred by the Person in that capacity
         or arising out of the Person's  status in that capacity,  regardless of
         whether the  Corporation  would have the power to indemnify  the Person
         against that liability  under this Section 3.20.  Without  limiting the
         power of the  corporation  to procure or maintain any kind of insurance
         or other  arrangement,  the corporation may, for the benefit of Persons
         indemnified by the corporation, create a trust fund, establish any form
         of self  interest  or other lien on the assets of the  corporation,  or
         establish  a letter of credit,  guaranty,  or surety  arrangement.  The
         insurance  or  other  arrangement  may  be  procured,   maintained,  or
         established  within the  corporation or with an insurer or other Person
         considered  appropriate by the corporation regardless of whether all or
         part of the stock or other  securities  of the insurer or other  Person
         are  owned in whole or ,part  by the  corporation.  In the  absence  of
         actual  fraud,  the  judgment of the Board of Directors as to the terms
         and conditions of the insurance or other  arrangement  and the identity
         of the insurer or other arrangement is not voidable.




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         3.21 Interested  Directors.  Any contract or other transaction  between
the  corporation  and any of its Directors (or any  corporation or firm in which
any of its  Directors is directly or indirectly  interested)  shall be valid for
all  purposes  notwithstanding  the  presence  of such  Director  at the meeting
authorizing such contract or transaction,  or his participation in such meeting.
The foregoing shall,  however,  apply only if the interest of each such Director
is known  or  disclosed  to the  Board of  Directors  and it shall  nevertheless
authorize or ratify such contract or  transaction by a majority of the Directors
present,  each such interested  Director to be counted in determining  whether a
quorum is present,  but not in calculating the majority  necessary to carry such
vote.  This  section  shall not be  construed  to  invalidate  any  contract  or
transaction which would be valid in the absence of this paragraph.

         3.22  Committees.  The Board of Directors,  by an affirmative vote of a
majority of the members  constituting  the Board of Directors,  may appoint such
committees  which shall have and may exercise  such powers as shall be conferred
or authorized by resolution of the Board.  A majority of any such  committee may
determine its action and fix the time and place of its meetings unless the Board
of Directors shall otherwise provide. The Board of Directors by such affirmative
vote,  shall have  power= at any time to change  the powers and  members of such
committee.

                                   ARTICLE IV

                                    OFFICERS

         4.1  Number  and  Titles The  officers  of the  corporation  shall be a
President, a VicePresident,  a Secretary,  and a Treasurer.  The corporation may
also have, at the discretion of the Board of Directors, a Chairman of the Board,
one or more additional Vice-Presidents,  one or more Assistant Secretaries,  one
or more  Assistant  Treasurers,  and such other  officers as may be appointed in
accordance with the provisions of Paragraph 4.3 of this Article.  One person may
hold two or more offices.

         4.2 Election. The officers of the corporation,  except such officers as
may be appointed in accordance with the provisions of Paragraph 4.3 or Paragraph
4.5 of this Article,  shall be chosen  annually by the Board of  Directors,  and
each  shall  hold his  office  until  he shall  resign  or shall be  removed  or
otherwise  disqualified  to  serve,  or  his  successor  shall  be  elected  and
qualified.

         4.3 Subordinate  Officers The Board of Directors may appoint such other
officers or agents as the business of the corporation may require,  each of whom
shall hold office for such period, have such authority,  and perform such duties
as are provided in these Bylaws or as the Board of Directors may delegate to any
officer  or  committee  the  power to  appoint  any such  subordinate  officers,
committees  or  agents,   to  specify  their  duties  and  to  determine   their
compensation.



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         4.4 Removal and Resignation. Any officer may be removed, either with or
without  cause,  by a majority of the Directors,  at the time in office,  at any
regular or special meeting of the Board, or, except in case of an officer chosen
by the Board of  Directors,  by any committee or officer upon whom such power of
removal may be conferred by the Board of Directors; provided, however, that such
removal shall not be without  prejudice to the contract  rights,  if any, of the
person  removed:  Any officer may resign at any time by giving written notice to
the Board of Directors or to the President, or the Secretary of the Corporation.
Any such resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

         4.5  Vacancies.  If  the  office  of  the  President,   Vice-President,
Secretary,  Treasurer,  Assistant  Secretary (if any) or Assistant Treasurer (if
any), becomes vacant by reason of death, resignation, removal, or otherwise, the
Board of Directors shall elect a successor who shall elect a successor who shall
hold office for the unexpired term, and until his successor is elected.

         4.6 Chairman of the Board. The Chairman of the Board, if there shall be
such an  officer,  shall,  if present,  preside at all  meetings of the Board of
Directors and at all meetings of the shareholders, shall have the responsibility
of directing and consulting  with the President and supervising the President in
the  discharge  of all of his  duties  hereafter  specified  in  Paragraph  4.7.
Further,  the Chairman of the Board is hereby  authorized  to  exercise,  in the
absence of the  President,  the same  authority  and  powers as are  hereinafter
vested in the President.

          4.7 President. Subject to the direction of the Board of Directors, and
 subject to the powers vested in the Chairman of the Board by these Bylaws, if
 there shall be such an officer, the President shall be the Chief Executive
 Officer of the corporation and as such, shall be responsible for the general
 supervision, direction, and control of the business and officers of the
 corporation, and shall have the general powers and duties ox management usually
 vested in the office of President of a corporation, by the Board of Directors
 or the Bylaws. Within this authority and in the course of his duties he shall:

                  a.   Conduct   Meetings.   Preside  at  all  meetings  of  the
         shareholders  and in the absence of the  Chairman of the Board,  at all
         meetings of the Board of Directors  and shall be ex officio a member of
         all the standing committees, including the executive committee, if any.

                  b. Sign Share Certificates.  Sign all certificates of stock of
         the  corporation,  in  conjunction  with  the  Secretary  or  Assistant
         Secretary, unless otherwise ordered by the Board of Directors.

                  c.  Execute  Instruments.  When  authorized  by the  Board  of
         Directors,  execute in the name of the corporation deeds,  conveyances,
         notices,   leases,  checks,   drafts,  bills  of  exchange,   warrants,
         promissory notes, bonds,  debentures,  contracts,  and other papers and
         instruments in writing.



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                  d. Hire and Fire Employees.  Subject to the  authorization  of
         the Board of Directors,  appoint and remove, employ and discharge,  and
         prescribe the duties and fix the compensation of all agents, employees,
         and clerks of the corporation other than the duly appointed officers of
         the corporation.

                  e. Meeting of Other Corporations. Unless otherwise directed by
         the Board of Directors,  attend in person or by substitute appointed by
         him or the Vice-President and the Secretary or the Assistant Secretary,
         and act and vote on behalf of the  corporation,  at all meetings of the
         Shareholders of any corporation in which this corporation holds stock.

         4.8 Vice-President.  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 the President,  and when so acting shall have all the powers of and be
subject to, all the restrictions on the President. The Vice-President shall have
such other powers and perform such respectively by the Board of Directors or the
Bylaws.

         4.9 Secretary. The Secretary shall:

                  a. Sign Share  Certificates.  Sign,  with the  President  or a
         Vice-President, certificates for shares of the corporation.

                  b. Attest Bylaws.  Attest and keep at the principal  office of
         the  corporation  the  original  or a copy of its  Bylaws as amended or
         otherwise altered to date.

                  c. Minutes of Meetings.   Keep at the principal  office of the
         corporation  or such other place as the Board of Directors may order, a
         book of minutes of all  meetings  of its  Directors  and  Shareholders,
         executive  committee,  if any, and other committees,  with the time and
         place of  holding,  whether  regular or special,  and if  special,  how
         authorized,  the Notice  thereof  given,  the names of those present at
         Directors'  meetings,  the number of shares  present or  represented at
         Shareholders meetings, and the proceedings thereof.

                  d. Sign or Attest  Documents  and Affix  Seal.  Sign or attest
         such  documents  as may be  required  by  law  or the  business  of the
         corporation,  and to keep  the  corporate  seal  and  affix  it to such
         instruments as may be necessary or proper.

                  e. Notices.  See that all notices are duly given in accordance
         with the  provisions  of these Bylaws or as required by law. In case of
         the  absence  or  disability  of the  Secretary,  or his  refusal to or
         neglect to act, notice may be given and served by  Vice-President or by
         the Board of Directors.

                  f.  Custodian of Records and Seal. Be custodian of the records
         and of the  seal  of the  corporation  and  see  that  it is  engraved,
         lithographed,  printed,  stamped,  impressed  upon  or  affixed  to all
         certificates  for shares prior to their  issuance and to all documents,
         the execution of which on behalf of the  corporation  under its seal is
         duly authorized in accordance with the provisions of these Bylaws.



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                  g.  Share  Register.  Keep  at  the  principal  office  of the
         corporation a share register or duplicate  share  register  showing the
         names of the shareholders and their addresses; the number date of issue
         and class of shares  represented by each outstanding share certificate;
         and the number and date of cancellation of each certificate surrendered
         for cancellation.

                  h.  Reports  and  Statements.  See  that the  books,  reports,
         statements,  certificates  and all other documents and records required
         by law are properly kept and filed.

                  i. Exhibit  Records.  Exhibit at all  reasonable  times to any
         Director,  on  application,  or on written  demand  stating the purpose
         thereof by any person who has been a Shareholder of record for at least
         six (6) months immediately preceding his demand or who is the holder of
         record of at least five (5 %O) percent of all of the outstanding shares
         of the corporation,  upon application,  the Bylaws, the share register,
         and minutes of  proceedings  of the  Shareholders  and Directors of the
         Corporation.

                  j. Other Duties.  In general,  perform all duties  incident to
         the office of Secretary, and such other duties as from time to time may
         be assigned to him by the Board of Directors.

                  k.  Absence  of  Secretary.  In the  case  of the  absence  or
         disability  of the  Secretary  or his  refusal or  neglect to act,  the
         Assistant  Secretary,  or if there be none,  the  Treasurer,  acting as
         Assistant Secretary, may perfonn all of the functions of the Secretary.
         In the  absence or  inability  to act,  or refusal or neglect to act of
         both the Secretary,  the Assistant Secretary and Treasurer,  any person
         thereunto authorized by the President or Vice-President or by the Board
         of Directors may perform the functions of the Secretary.

         4.10  Assistant  Secretary.  At the request of the  Secretary or in his
absence  or  disability,  the  Assistant.Secretary,  designated  as set forth in
preceding  Subparagraph 4.9(k) of these Bylaws,  shall perform all the duties of
the Secretary. The Assistant Secretary shall perform such other duties from time
to time assigned to him by the Board of Directors, or the Secretary.

         4.11 Treasurer. The Treasurer shall:

                  a. Funds - Custody  and  Deposit.  Have charge and custody of,
         and be responsible  for, all funds and  securities of the  corporation,
         and  deposit  all such  funds in the  name of the  corporation  in such
         banks,  trust companies,  or other depositories as shall be selected by
         the Board of Directors.

                  b. Funds - Disbursements. Receive, and give receipt for monies
         due and payable to the corporation from any source whatsoever.





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<PAGE>

                  c. Funds -  Disbursements.  Disburse or cause to be disbursed,
         the  funds  of the  corporation  as may be  directed  by the  Board  of
         Directors, taking proper vouchers for such disbursements.

                  d. Maintain  Accounts.  Keep and maintain adequate and correct
         accounts for the  corporation's  properties  and business  transactions
         including accounts of its assts, liabilities,  receipts, disbursements,
         gains,  losses,  capital surplus,  and shares.  Any surplus,  including
         earned surplus,  paid-in surplus,  and surplus arising from a reduction
         of stated capital shad be classified according to source and shown in a
         separate account.

                  e. Exhibit Records.  Exhibit at all reasonable times the books
         of account and records to any Director on application, or to any person
         who has  been a  Shareholder  of  record  for at least  six (6)  months
         immediately  preceding  his demand or who is the holder of record of at
         least five (5%) percent of all outstanding shares of the corporation on
         written demand stating the purpose  thereof,  during  business hours at
         the office of the corporation where such books and records are kept.

                  f. Reports to President and Directors. Render to the President
         and  Directors,  whenever  they  request  it,  an  account  of all  his
         transactions  as  Treasurer  and  of  the  financial  condition  of the
         corporation.

                  g. Financial Report to Shareholders.  Prepare,  or cause to be
         prepared,  and certify the  financial  statements to be included in the
         annual  report to  shareholders  and  statements  of the affairs of the
         corporation when requested by Shareholders holding at least ten (10 % )
         percent of the number of outstanding shares of the corporation.

                  h. Bond.  Give to the  corporation  a bond, if required by the
         Board of Directors or by the President,  in a sum, and with one or more
         sureties,  or a  surety  company  satisfactory  to the  Board,  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.

                  i. Other Duties.  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 by the Board of Directors.

                  j. Absence of Treasurer.  In case of the absence or disability
         of the  Treasurer  or his  refusal  or neglect  to act,  the  Assistant
         Treasurer or the Secretary acting as Assistant  Treasurer,  may perform
         all of the functions of the  Treasurer.  In the absence or inability to
         act,  or refusal or neglect to act,  of the  Treasurer,  the  Assistant
         Treasurer,  and the Secretary,  any person thereunto  authorized by the
         President of Vice-President  or by the Board of Directors,  may perform
         the functions of the Treasurer.



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<PAGE>

         4.12 Assistant Treasurer. The Assistant Treasurer, if required to do so
by the Board of  Directors,  shall give bond for the  faithful  discharge of his
duties,  in such sum,  and with such  sureties as the Board of  Directors  shall
require. At the request of the Treasurer,  or in his absence or disability,  the
Assistant Treasurer designates as set forth in the preceding Subparagraph 4.110)
of these Bylaws shall  perform all of the duties of the  Treasurer,  and when so
acting,  he shall have all the powers of, and be subject to all the restrictions
on, the  Treasurer.  He shall perform such other duties as from time to time may
be assigned to him by the Board of Directors or the Treasurer.

                                    ARTICLE V

                  EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS

         5.1  Authority for  Execution of  Instruments.  The Board of Directors,
except as  otherwise  provided in these  Bylaws,  may  authorize  any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name and on behalf of the corporation,  and such authority may
be general or confined  to  specific  instances;  and unless so  authorized,  no
officer,  agent or  employee  shall  have any  power  or  authority  to bind the
corporation  by any contract or  engagement or to pledge its credit or to render
it liable pecuniarily for any purpose or in any amount.

         5.2 Execution of Instruments.  Unless otherwise specifically determined
by the Board of Directors or otherwise  required by law,  formal contract of the
corporation,  promissory notes, deeds of trust, mortgages, and other evidence of
indebtedness of the corporation, and other corporate instruments or documents, -
and  certificates  of  -shares  of  stock  owned  by the  corporation,  shall be
executed,  signed or  endorsed by the  President  or  Vice-President  and by the
Secretary or the Treasurer,  or any Assistant Secretary or Assistant  Treasurer,
and may have the corporate seal affixed thereto.

         5.3 Bank Accounts and Deposits.  All funds of the corporation  shall be
deposited  from time to time to the credit of the  corporation  with such banks,
trust companies,  or other  depositories as the Board of Directors may select or
as may  be  selected  by  any  officer  or  officers,  agent  or  agents  of the
corporation  to whom such power may be delegated  from time to time by the Board
of Directors.

         5.4 Endorsements WithoutCountersignature..  Endorsements for deposit to
the credit of the corporation in any of its duly authorized  depositories may be
made without  countersignature  by the President or any  Vice-President,  or the
Treasurer or any  Assistant  Treasurer,  or by any other officer or agent of the
corporation to whom the Board of Directors, by resolution,  shall have delegated
the power, or by hand stamped impression in the name of the corporation.



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<PAGE>


         5.5 Signing of Checks,  Drafts, etc. All checks, drafts or other orders
for payment of money,  notes or other evidences of  indebtedness,  issued in the
name of or payable to the corporation shall be signed or endorsed by such person
or  persons  and in such  manner  as shall be  determined  from  time to time by
resolution of the Board of Directors.

                                   ARTICLE VI

                         ISSUANCE AND TRANSFER OF SHARES

         6.1 Classes and Series of Shares. The corporation shall issue one class
of shares, which shall have a par value of $.01 with full voting rights and with
such other  preferences,  rights or privileges and restrictions as stated in the
Articles of Incorporation.

         6.2 Certificates for Fully Paid Shares. Neither shares nor certificates
representing such shares may be issues! by the corporation until the full amount
of the consideration has been paid. When such consideration has been paid to the
corporation,  the shares shall be deemed to have been issued and the certificate
representing such shares shall be issued to the Shareholder.

         6.3 Consideration for Shares.  The consideration  paid for the issuance
of shares  shall  consist  of money  paid,  labor  done,  or  property  actually
received;  and  neither  promissory  notes nor the  promise  of future  services
shall constitute payment of part payment for shares of the corporation.

         6.4 Contents of Share Certificates. Certificates for shares shall be of
such  form and  style,  printed  or  otherwise,  as the Board of  Directors  may
designate.

         6.5  Restriction  on  Transfer.   Any   restrictions   imposed  by  the
corporation  on the sale or other  disposition of its shares and on the transfer
thereof  must be  copied  at  length  or in  summary  form  on the  face of each
certificate   representing  shares  to  which  the  restriction   applies.   The
certificate  may  however,  state on the face or back  that  such a  restriction
exists pursuant to a specified  document and that the corporation will furnish a
copy of the  document  to the  holder of the  certificate  without  charge  upon
written request to the corporation at its principal place of business.

         6.6 Signing Certificates - Facsimile Signatures.  All such certificates
shall be signed by the  President or a  Vice-President  and the  Secretary or an
Assistant  Secretary.   The  signatures  of  the  President  or  Vice-President,
Secretary  or Assistant  Secretary  may tie  facsimiles  if the  certificate  is
countersigned  by a transfer agent or registered by a registrar  either of which
is not the corporation itself or an employee of the corporation.  If the officer
who has signed or whose  facsimile  signature has been placed on the certificate
has ceased to be such officer before the certificate is issued,  the certificate
may be issued by the corporation with the same effect as if he were such officer
at the date of its issuance.





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<PAGE>


         6.7 Transfer,  of Lost or Destroyed  Shares.  Where a share certificate
has been lost, apparently destroyed, or wrongfully taken, and the owner fails to
notify the corporation of that fact within a reasonable time after he has notice
of it, and the corporation  registers a transfer of the share represented by the
certificate before receiving such a.  notification,  the owner is precluded from
asserting  against the corporation any claim for registering the transfer or any
claim to a crew certificate.

         6.8 Replacement of Lost or Destroyed Certificates.  Where the holder of
a share  certificate  claims that the certificate has been lost,  destroyed,  or
wrongfully taken the corporation  shall issue a new certifiicate in place of the
original  certificate if the owner so requests before the corporation has notice
that the share has been  acquired by a bona fide  purchaser,  and files with the
corporation a sufficient  indemnity  bond;  and  satisfied any other  reasonable
requirements imposed by the Board of Directors.

         6.9 Transfer After Replacement.  If, after the issue of a new  security
as a replacement for a lost,  destroyed or wrongfully taken certificate,  a bona
fide  purchaser  or the original  certificate  presents it for  registration  or
transfer,  the corporation must register the-transfer unless registration would.
result in  overissue.  In  addition  to any rights on the  indemnity  bond,  the
corporation  may recover the new security  from the person to whom it was issued
or any person taken under him except a bona fide purchaser.

         6.10 Transfer Agents and Registrars. The Board of Directors may appoint
one or more transfer agents or transfer clerks, and one or more registrars which
shall be an incorporated bank or trust company,  either domestic or foreign, who
shall  be  appointed  at  such  times  and  places  as the  requirements  of the
corporation may necessitate and the Board of Directors may designate.

         6.11  Condition  of  Transfer.  A person in whose name  shares of stock
stand on the books of the  corporation  shall be deemed  the  owner  thereof  as
regards the corporation.

         6.12  Reasonable  Doubts as to Right to  Transfer.  When a transfer  of
shares is requested and there is reasonable  doubt as to the right of the person
seeking the transfer,  the corporation or its transfer agent,  before  recording
the transfer of the shares on its books or issuing any certificate  thereof, may
require from the person  seeking the transfer  reasonable  proof of his right to
the transfer.  If there remains a reasonable doubt of the right of the transfer,
the corporation may refuse a transfer unless the person gives adequate  security
or a bond or  indemnity  executed  by a  corporate  surety or by two  individual
sureties  satisfactory to the corporation as to form, amount, and responsibility
of  sureties.  The bond shall be  conditioned  to protect the  corporation,  its
officers,  transfer agents,  and registrars,  or any of them,  against any loss,
damage,  expenses,  or other  liability  to the owner of the  issuance  of a new
certificate for shares.




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<PAGE>


                                   ARTICLE VII

                      CORPORATE RECORDS, REPORTS, AND SEAL

         7.1 Minutes of Corporate  Meetings.  The corporation  shall keep at the
registered  office,  or such other place as the Board of Directors may order,  a
book of minutes of all  meetings of its  Directors  and of its  Shareholders  or
members with the time and place of holding,  whether regular or special, and, if
special, how authorized,  the notice thereof given the names of those present or
represented at Shareholders' or members' meetings, and the proceedings thereof.

         7.2 Books of Account.  The corporation shall keep and maintain adequate
and correct  accounts of its  properties  and business  transactions,  including
accounts of its assets,  liabilities,  receipts,  disbursements,  gains, losses,
capital,  surplus and shares.  Any surplus,  including  earned surplus,  paid-in
surplus  and  surplus  arising  from a  reduction  of stated  capital,  shall be
classified according to source and shown in a separate account.

         7.3  Share  Register.  The  corporation  shall  keep at the  registered
office,  or at the office of the transfer agent, a share  register,  showing the
names of the  Shareholders  and their  addresses,  and the number and classes of
shares held at each and the number and date of  certificates  issued for shares,
and the number and date or  cancellation  of every  certificate  surrendered for
cancellation.  The above specified information may be kept by the corporation on
punch cards,  magnetic tape, or other  information  storage  devices  related to
electronic  data  processing  equipment  provided that such card,  tape or other
equipment is capable of reproducing  the information in clearly legible form for
the purposes of inspection as provided in Section 7.4 and 7.5 of these Bylaws.

         7.4  Inspection of Records by  Shareholders.  Any person who shall have
been a shareholder of record for at least six (6) months  immediately  preceding
his demand, or who is the holder of record of at least five (5 %) percent of all
of the  outstanding  shares of the  corporation,  on written  demand stating the
purpose thereof,  has the right to examine, in person, or by agent,  accountant,
or attorney,  at any reasonable time or times, for any proper purpose, its books
and records of account, minutes, and record of Shareholders,  and is entitled to
make extracts therefrom.

         7.5  Inspection of Records by Directors.  Every Director shall have the
absolute right at any reasonable time to inspect all books,  records,  documents
of every kind, and the physical  properties of the corporation,  and also of its
subsidiary corporations,  domestic or foreign. Such inspection by a Director may
be made in person or by agent or attorney,  and the right of inspection includes
the right to make extracts.

         7.6 Annual Report to  Shareholders.  The Board of Directors shall cause
an annual  report to be sent to the  Shareholders  not  later  than one  hundred
twenty (120) days after the close of the fiscal or calendar year.

         7.7 Contents of Annual  Reports.  The annual  report shall  include the
following financial statements:




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<PAGE>

                  a. A balance sheet as of such closing date;

                  b. a statement of income or profit and loss for the year ended
         on such closing date;

                  c. Such other information as the Directors shall determine.

         7.8 Preparation of Financial Statements. The financial statements shall
be prepared from the books and shall be in accordance therewith.

         7.9 Fiscal Year. The fiscal year of the corporation shall be determined
by the Board of Directors.

         7.10  Corporate  Seal.  The Board of  Directors  may  adopt,  use,  and
thereafter alter, the corporate seal.


                                  ARTICLE VIII

                               AMENDMENT OF BYLAWS

         8.1  Adoption,  Amendment,  Repeal of Bylaws  by Direct  Bylaws  may be
altered,  amended, or repealed,  and new Bylaws may be adopted by the Directors,
subject to repeal or change by action of the Shareholders.

                                   ART1CLE IX

                                      RULES

         9.1 The rules  contained  in the current  edition of Robert's  Rules of
Order Newly Revised shall govern the  corporation in all cases to which they are
applicable  and in which they are not  inconsistent  with  these  Bylaws and any
special rules of order the corporation may adopt.

          EXECUTED this the _____ day of May, 1993.






                                                  /S/:
                                                  ------------------------------
                                                        President










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