To Holders of the Company's Bylaws:




       Effective September 17, 1998, Article II, Section 4, was amended to
           change the advance notice requirements for certain matters
              to be presented by shareholders at an annual meeting.





                                BEVERLY P. RYDER
                               Corporate Secretary











                                     BYLAWS

                                       OF

                       SOUTHERN CALIFORNIA EDISON COMPANY

                           AS AMENDED TO AND INCLUDING

                               SEPTEMBER 17, 1998



<PAGE>




                                      INDEX

                                                                         Page
                          ARTICLE I -- PRINCIPAL OFFICE
Section  1.  Principal Office.............................................1

                           ARTICLE II -- SHAREHOLDERS
Section  1.  Meeting Locations............................................1
Section  2.  Annual Meetings..............................................1
Section  3.  Special Meetings.............................................2
Section  4.  Notice of Annual or Special Meeting..........................2
Section  5.  Quorum.......................................................4
Section  6.  Adjourned Meeting and Notice Thereof.........................4
Section  7.  Voting.......................................................4
Section  8.  Record Date..................................................6
Section  9.  Consent of Absentees.........................................7
Section 10.  Action Without Meeting.......................................7
Section 11.  Proxies......................................................8
Section 12.  Inspectors of Election.......................................8

                            ARTICLE III -- DIRECTORS
Section  1.  Powers.......................................................9
Section  2.  Number of Directors.........................................10
Section  3.  Election and Term of Office.................................10
Section  4.  Vacancies...................................................10
Section  5.  Place of Meeting............................................11
Section  6.  Regular Meetings............................................11
Section  7.  Special Meetings............................................11
Section  8.  Quorum......................................................12
Section  9.  Participation in Meetings by Conference Telephone...........12
Section 10.  Waiver of Notice............................................12
Section 11.  Adjournment.................................................13
Section 12.  Fees and Compensation.......................................13
Section 13.  Action Without Meeting......................................13
Section 14.  Rights of Inspection........................................13
Section 15.  Committees .................................................13



                                    -i-
<PAGE>






                             ARTICLE IV -- OFFICERS
Section  1.  Officers....................................................14
Section  2.  Election....................................................15
Section  3.  Eligibility of Chairman or President........................15
Section  4.  Removal and Resignation.....................................15
Section  5.  Appointment of Other Officers...............................15
Section  6.  Vacancies...................................................15
Section  7.  Salaries....................................................16
Section  8.  Furnish Security for Faithfulness...........................16
Section  9.  Chairman's Duties; Succession to
             Such Duties in Chairman's Absence or Disability.............16
Section 10.  President's Duties..........................................16
Section 11.  Chief Financial Officer.....................................17
Section 12.  Vice President's Duties.....................................17
Section 13.  General Counsel's Duties....................................17
Section 14.  Associate General Counsel's and Assistant General
                      Counsel's Duties...................................17
Section 15.  Controller's Duties.........................................17
Section 16.  Assistant Controllers' Duties...............................17
Section 17.  Treasurer's Duties..........................................18
Section 18.  Assistant Treasurers' Duties................................18
Section 19.  Secretary's Duties..........................................18
Section 20.  Assistant Secretaries' Duties...............................19
Section 21.  Secretary Pro Tempore.......................................19
Section 22.  Election of Acting Treasurer or Acting Secretary............19
Section 23.  Performance of Duties.......................................20

                          ARTICLE V -- OTHER PROVISIONS
Section  1.  Inspection of Corporate Records.............................20
Section  2.  Inspection of Bylaws........................................21
Section  3.  Contracts and Other Instruments, Loans, Notes
             and Deposits of Funds.......................................21
Section  4.  Certificates of Stock.......................................22
Section  5.  Transfer Agent, Transfer Clerk and Registrar................22
Section  6.  Representation of Shares of Other Corporations..............22



                                     -ii-
<PAGE>





                      ARTICLE V -- OTHER PROVISIONS (Cont.)
Section  7.  Stock Purchase Plans........................................23
Section  8.  Fiscal Year and Subdivisions................................23
Section  9.  Construction and Definitions................................23

                          ARTICLE VI -- INDEMNIFICATION
Section  1.  Indemnification of Directors and Officers...................24
Section  2.  Indemnification of Employees and Agents.....................25
Section  3.  Right of Directors and Officers to Bring Suit...............26
Section  4.  Successful Defense..........................................26
Section  5.  Non-Exclusivity of Rights...................................26
Section  6.  Insurance...................................................26
Section  7.  Expenses as a Witness.......................................27
Section  8.  Indemnity Agreements........................................27
Section  9.  Separability................................................27
Section 10.  Effect of Repeal or Modification............................27

                       ARTICLE VII -- EMERGENCY PROVISIONS
Section  1.  General.....................................................27
Section  2.  Unavailable Directors.......................................28
Section  3.  Authorized Number of Directors..............................28
Section  4.  Quorum......................................................28
Section  5.  Creation of Emergency Committee.............................28
Section  6.  Constitution of Emergency Committee.........................29
Section  7.  Powers of Emergency Committee...............................29
Section  8.  Directors Becoming Available................................29
Section  9.  Election of Board of Directors..............................29
Section 10.  Termination of Emergency Committee..........................30

                           ARTICLE VIII -- AMENDMENTS
Section  1.  Amendments..................................................30




                                       -iii-
<PAGE>





                                     BYLAWS

             Bylaws for the regulation, except as otherwise provided
                   by statute or its Articles of Incorporation

                                       of

                       SOUTHERN CALIFORNIA EDISON COMPANY

                           AS AMENDED TO AND INCLUDING
                               SEPTEMBER 17, 1998


                          ARTICLE I -- PRINCIPAL OFFICE

Section 1.        Principal Office.

     The Edison  General  Office,  situated at 2244 Walnut Grove Avenue,  in the
City of Rosemead, County of Los Angeles, State of California, is hereby fixed as
the principal office for the transaction of the business of the corporation.


                           ARTICLE II -- SHAREHOLDERS

Section 1.        Meeting Locations.

     All meetings of shareholders  shall be held at the principal office of the
corporation  or at such other  place or places  within or  without  the State of
California as may be designated by the Board of Directors (the "Board").  In the
event  such  places  shall  prove  inadequate  in  capacity  for any  meeting of
shareholders,  an adjournment may be taken to and the meeting held at such other
place  of  adequate  capacity  as  may  be  designated  by  the  officer  of the
corporation presiding at such meeting.

Section 2.        Annual Meetings.

     The annual meeting of  shareholders  shall be held on the third Thursday of
the month of April of each year at 10:00 a.m. on said day to elect  directors to
hold  office  for the year next  ensuing  and until  their  successors  shall be
elected,  and to  consider  and act upon such other  matters as may  lawfully be
presented to such meeting;  provided,  however, that should said day fall upon a
legal holiday, then any such annual meeting of shareholders shall be held at the
same  time and  place on the next day  thereafter  ensuing  which is not a legal
holiday.


                                       1
<PAGE>


Section 3.        Special Meetings.

     Special  meetings  of the  shareholders  may be  called  at any time by the
Board, the Chairman of the Board, the President,  or upon written request of any
three  members of the Board,  or by the  holders of shares  entitled to cast not
less than ten percent of the votes at such  meeting.  Upon request in writing to
the Chairman of the Board, the President, any Vice President or the Secretary by
any  person  (other  than the  Board)  entitled  to call a  special  meeting  of
shareholders,  the  officer  forthwith  shall  cause  notice  to be given to the
shareholders entitled to vote that a meeting will be held at a time requested by
the person or persons  calling the meeting,  not less than  thirty-five nor more
than  sixty days after the  receipt of the  request.  If the notice is not given
within  twenty days after receipt of the request,  the persons  entitled to call
the meeting may give the notice.

Section 4.        Notice of Annual or Special Meeting.

     Written notice of each annual or special meeting of  shareholders  shall be
given not less than ten (or if sent by third-class  mail,  thirty) nor more than
sixty days before the date of the meeting to each  shareholder  entitled to vote
thereat.  Such notice shall state the place,  date,  and hour of the meeting and
(i) in the case of a special  meeting,  the general nature of the business to be
transacted,  and no other business may be transacted,  or (ii) in the case of an
annual meeting, those matters which the Board, at the time of the mailing of the
notice,  intends to present for action by the shareholders,  but, subject to the
provisions  of  applicable  law and  these  Bylaws,  any  proper  matter  may be
presented  at an annual  meeting for such  action.  The notice of any special or
annual  meeting at which  directors are to be elected shall include the names of
nominees  intended  at the time of the notice to be  presented  by the Board for
election.  For any matter to be presented by a shareholder  at an annual meeting
held after December 31, 1993, but on or before December 31, 1999,  including the
nomination of any person  (other than a person  nominated by or at the direction
of the Board) for election to the Board,  written notice must be received by the
Secretary of the  corporation  from the shareholder not less than sixty nor more
than one hundred twenty days prior to the date of the annual  meeting  specified
in these Bylaws and to which the shareholder's notice relates; provided however,
that in the event the annual meeting to which the  shareholder's  written notice
relates is to be held on a date which is more than thirty days  earlier than the
date of the  annual  meeting  specified  in  these  Bylaws,  the  notice  from a
shareholder  must be  received  by the  Secretary  not  later  than the close of
business on the tenth day following  the date on which public  disclosure of the
date of the annual meeting was made or given to the shareholders. For any matter
to be presented by a shareholder  at an annual  meeting held after  December 31,
1999, including the nomination of any person (other than a person


                                       2
<PAGE>

nominated  by or at the  direction  of the  Board)  for  election  to the Board,
written  notice must be received by the  Secretary of the  corporation  from the
shareholder  not more than one  hundred  eighty  days nor less than one  hundred
twenty days prior to the date on which the proxy  materials for the prior year's
annual meeting were first released to shareholders by the corporation;  provided
however, that in the event the annual meeting to which the shareholder's written
notice relates is to be held on a date which is more than thirty days earlier or
later than the date of the annual meeting specified in these Bylaws,  the notice
from a  shareholder  must be received  by the  Secretary  not  earlier  than two
hundred  twenty  days  prior  to the date of the  annual  meeting  to which  the
shareholder's  notice relates nor later than one hundred sixty days prior to the
date of such annual  meeting,  unless less than one hundred  seventy days' prior
public  disclosure  of the date of the meeting is made by the earliest  possible
quarterly  report on Form  10-Q,  or,  if  impracticable,  any means  reasonably
calculated to inform shareholders  including without limitation a report on Form
8-K, a press release or publication  once in a newspaper of general  circulation
in the county in which the principal office is located, in which event notice by
the  shareholder  to be timely  must be  received  not  later  than the close of
business  on the tenth day  following  the date of such public  disclosure.  The
shareholder's notice to the Secretary shall set forth (a) a brief description of
each matter to be presented at the annual  meeting by the  shareholder;  (b) the
name and address, as they appear on the corporation's books, of the shareholder;
(c) the class and  number of shares of the  corporation  which are  beneficially
owned by the  shareholder;  and (d) any material  interest of the shareholder in
the matters to be presented. Any shareholder who intends to nominate a candidate
for  election as a director  shall also set forth in such a notice (i) the name,
age,  business  address and  residence  address of each  nominee  that he or she
intends to nominate at the meeting,  (ii) the principal occupation or employment
of each  nominee,  (iii) the class and number of shares of capital  stock of the
corporation  beneficially owned by each nominee,  and (iv) any other information
concerning  the nominee that would be required under the rules of the Securities
and Exchange Commission in a proxy statement soliciting proxies for the election
of the  nominee.  The  notice  shall  also  include  a  consent,  signed  by the
shareholder's  nominees,  to serve as a director of the  corporation if elected.
Notwithstanding  anything in these  Bylaws to the  contrary,  and subject to the
provisions of any applicable law, no business shall be conducted at a special or
annual  meeting  except  in  accordance  with the  procedures  set forth in this
Section 4.

     Notice of a  shareholders'  meeting shall be given either  personally or by
first-class  mail (or, if the outstanding  shares of the corporation are held of
record by 500 or more persons on the record date for the meeting, by third-class
mail) or by other means of written  communication,  addressed to the shareholder
at the address of such shareholder  appearing on the books of the corporation or
given by the shareholder to the corporation for the purpose of notice; or, if no
such


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<PAGE>


address  appears or is given,  at the place  where the  principal  office of the
corporation is located or by publication at least once in a newspaper of general
circulation  in the county in which the principal  office is located.  Notice by
mail  shall  be  deemed  to have  been  given at the time a  written  notice  is
deposited in the United States mails,  postage prepaid. Any other written notice
shall be deemed to have been given at the time it is personally delivered to the
recipient  or is  delivered to a common  carrier for  transmission,  or actually
transmitted  by the  person  giving  the  notice  by  electronic  means,  to the
recipient.

Section 5.        Quorum.

     A majority  of the shares  entitled  to vote,  represented  in person or by
proxy, shall constitute a quorum at any meeting of shareholders. The affirmative
vote of a majority of the shares  represented  and voting at a duly held meeting
at which a quorum is present (which shares voting  affirmatively also constitute
at  least  a  majority  of  the  required  quorum)  shall  be  the  act  of  the
shareholders,  unless  the vote of a greater  number or  voting  by  classes  is
required  by law or the  Articles;  provided,  however,  that  the  shareholders
present  at a duly  called  or held  meeting  at which a quorum is  present  may
continue to do business  until  adjournment,  notwithstanding  the withdrawal of
enough  shareholders to have less than a quorum, if any action taken (other than
adjournment)  is  approved  by at least a  majority  of the shares  required  to
constitute a quorum.

Section 6.        Adjourned Meeting and Notice Thereof.

     Any  shareholders'  meeting,  whether  or not a quorum is  present,  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 in
the absence of a quorum  (except as  provided  in Section 5 of this  Article) no
other business may be transacted at such meeting.

     It shall not be  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 such adjournment is taken. At the adjourned
meeting,  the  corporation  may  transact  any  business  which  might have been
transacted at the original meeting.  However,  when any shareholders' meeting is
adjourned for more than  forty-five  days or, if after  adjournment a new record
date is fixed for the adjourned  meeting,  notice of the adjourned meeting shall
be given as in the case of an original meeting.

Section 7.        Voting.

     The  shareholders  entitled to notice of any meeting or to vote at any such
meeting shall be only persons in whose name shares stand on the stock records


                                       4
<PAGE>


of the corporation on the record date determined in accordance with Section 8 of
this Article.

     Voting shall in all cases be subject to the  provisions of Chapter 7 of the
California General Corporation Law, and to the following provisions:

     (a)  Subject to clause  (g),  shares  held by an  administrator,  executor,
guardian,  conservator or custodian may be voted by such holder either in person
or by proxy,  without a transfer  of such  shares into the  holder's  name;  and
shares standing in the name of a trustee may be voted by the trustee,  either in
person or by proxy, but no trustee shall be entitled to vote shares held by such
trustee without a transfer of such shares into the trustee's name.

     (b)  Shares  standing  in the  name  of a  receiver  may be  voted  by such
receiver;  and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into the receiver's name if authority
to do so is  contained  in the order of the  court by which  such  receiver  was
appointed.

     (c)  Subject to the  provisions  of Section 705 of the  California  General
Corporation  Law and  except  where  otherwise  agreed in  writing  between  the
parties,  a shareholder  whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,  and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     (d) Shares standing in the name of a minor may be voted and the corporation
may treat all rights incident  thereto as exercisable by the minor, in person or
by proxy, whether or not the corporation has notice, actual or constructive,  of
the non-age  unless a guardian of the minor's  property has been  appointed  and
written notice of such appointment given to the corporation.

     (e)  Shares  standing  in the  name of  another  corporation,  domestic  or
foreign,  may be voted by such officer,  agent or  proxyholder  as the bylaws of
such other  corporation may prescribe or, in the absence of such  provision,  as
the Board of  Directors  of such  other  corporation  may  determine  or, in the
absence of such  determination,  by the chairman of the board,  president or any
vice president of such other  corporation,  or by any other person authorized to
do so by the  chairman of the board,  president  or any vice  president  of such
other corporation. Shares which are purported to be voted or any proxy purported
to be  executed  in the name of a  corporation  (whether or not any title of the
person signing is indicated) shall be presumed to be voted or the proxy executed
in accordance  with the provisions of this  subdivision,  unless the contrary is
shown.

     (f) Shares of the corporation owned by any of its subsidiaries shall not be
entitled to vote on any matter.


                                       5
<PAGE>

     (g)  Shares  of the  corporation  held by the  corporation  in a  fiduciary
capacity,  and shares of the corporation held in a fiduciary  capacity by any of
its  subsidiaries,  shall not be entitled  to vote on any matter,  except to the
extent that the settlor or beneficial  owner  possesses and exercises a right to
vote or to give the  corporation  binding  instructions  as to how to vote  such
shares.

     (h) If shares stand of record in the names of two or more persons,  whether
fiduciaries, members of a partnership, joint tenants, tenants in common, husband
and wife as  community  property,  tenants  by the  entirety,  voting  trustees,
persons entitled to vote under a shareholder  voting agreement or otherwise,  or
if  two or  more  persons  (including  proxyholders)  have  the  same  fiduciary
relationship respecting the same shares, unless the secretary of the corporation
is given  written  notice to the contrary  and is  furnished  with a copy of the
instrument or order appointing them or creating the  relationship  wherein it is
so provided, their acts with respect to voting shall have the following effect:

         (i)   If only one votes, such act binds all;

         (ii)  If more than one vote, the act of the  majority  so voting  binds
               all;

         (iii) If  more  than one vote,  but  the  vote is  evenly  split on any
               particular  matter,  each  faction  may  vote the  securities  in
               question proportionately.

If the instrument so filed or the registration of the shares shows that any such
tenancy is held in unequal  interests,  a majority or even split for the purpose
of this section shall be a majority or even split in interest.

         No  shareholder  of any  class of stock  of this  corporation  shall be
entitled to cumulate votes at any election of directors of this corporation.

         Elections for directors need not be by ballot; provided,  however, that
all elections for directors  must be by ballot upon demand made by a shareholder
at the meeting and before the voting begins.

         In any election of  directors,  the  candidates  receiving  the highest
number of votes of the shares  entitled to be voted for them up to the number of
directors to be elected by such shares are elected.

Section 8.        Record Date.

         The Board may fix, in advance,  a record date for the  determination of
the  shareholders  entitled  to notice of any  meeting or to vote or entitled to
receive  payment of any  dividend or other  distribution,  or any  allotment  of
rights, or to

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<PAGE>


exercise rights in respect of any other lawful action.  The record date so fixed
shall be not more than  sixty  days nor less than ten days  prior to the date of
the  meeting nor more than sixty days prior to any other  action.  When a record
date is so fixed,  only  shareholders of record at the close of business on that
date are  entitled  to notice of and to vote at the  meeting or to  receive  the
dividend,  distribution,  or allotment of rights,  or to exercise the rights, as
the case may be,  notwithstanding  any  transfer  of  shares on the books of the
corporation after the record date, except as otherwise  provided by law or these
Bylaws.  A  determination  of shareholders of record entitled to notice of or to
vote at a meeting of shareholders  shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the  adjourned  meeting.  The Board
shall fix a new record date if the meeting is adjourned for more than forty-five
days.

         If no  record  date  is  fixed  by  the  Board,  the  record  date  for
determining  shareholders  entitled  to  notice  of or to vote at a  meeting  of
shareholders  shall  be at the  close  of  business  on the  business  day  next
preceding the day on which notice is given or, if notice is waived, at the close
of business on the business day next  preceding  the day on which the meeting is
held. The record date for determining shareholders for any purpose other than as
set forth in this Section 8 or Section 10 of this Article  shall be at the close
of  business  on the day on which  the  Board  adopts  the  resolution  relating
thereto,  or the sixtieth day prior to the date of such other action,  whichever
is later.

Section 9.        Consent of Absentees.

         The  transactions  of any meeting of  shareholders,  however called and
noticed,  and wherever  held,  are as valid as though had at a meeting duly held
after  regular  call and notice,  if a quorum is present  either in person or by
proxy, and if, either before or after the meeting,  each of the persons entitled
to vote, not present in person or by proxy,  signs a written waiver of notice or
a consent to the holding of the  meeting or an approval of the minutes  thereof.
All such  waivers,  consents  or  approvals  shall be filed  with the  corporate
records or made a part of the minutes of the meeting. Neither the business to be
transacted at nor the purpose of any regular or special  meeting of shareholders
need be specified in any written waiver of notice, consent to the holding of the
meeting or approval of the  minutes  thereof,  except as provided in Section 601
(f) of the California General Corporation Law.

Section 10.       Action Without Meeting.

         Subject to Section 603 of the California  General  Corporation Law, any
action which, under any provision of the California General Corporation Law, may
be taken at any annual or special meeting of shareholders may be taken without a
meeting and without prior notice if a consent in writing, setting forth the



                                       7
<PAGE>


action so taken, shall be signed by the holders of outstanding shares 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. Unless a record date for voting purposes be fixed as provided
in Section 8 of this  Article,  the  record  date for  determining  shareholders
entitled to give  consent  pursuant to this  Section 10, when no prior action by
the Board has been taken, shall be the day on which the first written consent is
given.

Section 11.       Proxies.

         Every  person  entitled to vote shares has the right to do so either in
person or by one or more persons,  not to exceed three,  authorized by a written
proxy executed by such shareholder and filed with the Secretary.  Subject to the
following  sentence,  any proxy duly executed continues in full force and effect
until revoked by the person executing it prior to the vote pursuant thereto by a
writing  delivered to the corporation  stating that the proxy is revoked or by a
subsequent  proxy executed by the person executing the prior proxy and presented
to the  meeting,  or by  attendance  at the  meeting and voting in person by the
person executing the proxy;  provided,  however,  that a proxy is not revoked by
the death or incapacity of the maker unless, before the vote is counted, written
notice of such death or  incapacity  is received by this  corporation.  No proxy
shall be valid  after  the  expiration  of  eleven  months  from the date of its
execution unless otherwise provided in the proxy.

Section 12.       Inspectors of Election.

         In advance of any  meeting of  shareholders,  the Board may appoint any
persons other than nominees as inspectors of election to act at such meeting and
any adjournment  thereof. If inspectors of election are not so appointed,  or if
any persons so  appointed  fail to appear or refuse to act,  the chairman of any
such meeting may, and on the request of any shareholder or  shareholder's  proxy
shall, make such appointments at the meeting.  The number of inspectors shall be
either one or three.  If  appointed  at a meeting on the  request of one or more
shareholders or proxies,  the majority of shares present shall determine whether
one or three inspectors are to be appointed.

         The duties of such inspectors shall be as prescribed by Section 707 (b)
of the California  General  Corporation  Law and shall include:  determining the
number  of  shares  outstanding  and  the  voting  power  of  each,  the  shares
represented  at the meeting,  the existence of a quorum,  and the  authenticity,
validity and effect of proxies;  receiving votes,  ballots or consents;  hearing
and  determining  all  challenges and questions in any way arising in connection
with  the  right  to vote;  counting  and  tabulating  all  votes  or  consents;
determining when


                                       8
<PAGE>


the polls shall  close;  determining  the result;  and doing such acts as may be
proper to conduct the  election or vote with  fairness to all  shareholders.  If
there are three  inspectors of election,  the decision,  act or certificate of a
majority is effective in all respects as the  decision,  act or  certificate  of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.

                            ARTICLE III -- DIRECTORS

Section 1.        Powers.

         Subject to  limitations  of the  Articles,  of these  Bylaws and of the
California General Corporation Law relating to action required to be approved by
the shareholders or by the outstanding  shares,  the business and affairs of the
corporation  shall be managed and all corporate  powers shall be exercised by or
under the direction of the Board.  The Board may delegate the  management of the
day-to-day  operation  of the  business  of the  corporation  provided  that the
business  and  affairs of the  corporation  shall be managed  and all  corporate
powers shall be exercised  under the  ultimate  direction of the Board.  Without
prejudice to such general  powers,  but subject to the same  limitations,  it is
hereby  expressly  declared  that the Board shall have the  following  powers in
addition to the other powers enumerated in these Bylaws:

         (a) To select and remove all the other  officers,  agents and employees
of the  corporation,  prescribe  the  powers  and  duties for them as may not be
inconsistent with law, with the Articles or these Bylaws, fix their compensation
and require from them security for faithful service.

         (b) To conduct,  manage and  control  the  affairs and  business of the
corporation  and to make such rules and  regulations  therefor not  inconsistent
with law, or with the Articles or these Bylaws, as they may deem best.

         (c) To adopt, make and use a corporate seal, and to prescribe the forms
of  certificates  of  stock,  and to  alter  the  form of such  seal and of such
certificates from time to time as in their judgment they may deem best.

         (d) To  authorize  the  issuance of shares of stock of the  corporation
from time to time, upon such terms and for such consideration as may be lawful.

         (e) To borrow  money and incur  indebtedness  for the  purposes  of the
corporation,  and  to  cause  to be  executed  and  delivered  therefor,  in the
corporate name, promissory notes, bonds, debentures,  deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefor.


                                       9
<PAGE>


Section 2.        Number of Directors.

         The authorized  number of directors  shall be not less than fifteen nor
more than twenty  until  changed by amendment of the Articles or by a Bylaw duly
adopted  by the  shareholders.  The exact  number of  directors  shall be fixed,
within the limits specified,  by the Board by adoption of a resolution or by the
shareholders  in the same  manner  provided  in these  Bylaws for the  amendment
thereof.

Section 3.        Election and Term of Office.

         The  directors   shall  be  elected  at  each  annual  meeting  of  the
shareholders,  but if any such annual  meeting is not held or the  directors are
not elected  thereat,  the  directors  may be elected at any special  meeting of
shareholders  held for that purpose.  Each director  shall hold office until the
next annual meeting and until a successor has been elected and qualified.

Section 4.        Vacancies.

         Any director may resign  effective  upon giving  written  notice to the
Chairman of the Board,  the  President,  the Secretary or the Board,  unless the
notice specifies a later time for the effectiveness of such resignation.  If the
resignation  is effective  at a future time, a successor  may be elected to take
office when the resignation becomes effective.

         Vacancies in the Board,  except those existing as a result of a removal
of a director,  may be filled by a majority of the remaining  directors,  though
less  than a quorum,  or by a sole  remaining  director,  and each  director  so
elected  shall  hold  office  until  the next  annual  meeting  and  until  such
director's  successor has been elected and  qualified.  Vacancies  existing as a
result of a removal of a director may be filled by the  shareholders as provided
by law.

         A vacancy or vacancies in the Board shall be deemed to exist in case of
the death,  resignation or removal of any director,  or if the authorized number
of directors be increased, or if the shareholders fail, at any annual or special
meeting of shareholders at which any director or directors are elected, to elect
the full authorized number of directors to be voted for at that meeting.

         The Board may  declare  vacant the  office of a  director  who has been
declared of unsound mind by an order of court or convicted of a felony.

         The  shareholders may elect a director or directors at any time to fill
any  vacancy or  vacancies  not filled by the  directors.  Any such  election by
written  consent  other than to fill a vacancy  created by removal  requires the
consent of a


                                       10
<PAGE>

majority of the  outstanding  shares  entitled to vote. If the Board accepts the
resignation of a director tendered to take effect at a future time, the Board or
the  shareholders  shall have power to elect a successor to take office when the
resignation is to become effective.

         No  reduction  of the  authorized  number of  directors  shall have the
effect of removing any director prior to the  expiration of the director's  term
of office.

Section 5.        Place of Meeting.

         Regular or  special  meetings  of the Board  shall be held at any place
within or without the State of California which has been designated from time to
time by the  Board  or as  provided  in these  Bylaws.  In the  absence  of such
designation,  regular  meetings  shall be held at the  principal  office  of the
corporation.

Section 6.        Regular Meetings.

         Promptly  following each annual meeting of shareholders the Board shall
hold a regular meeting for the purpose of organization, election of officers and
the transaction of other business.

         Regular  meetings of the Board shall be held at the principal office of
the corporation  without notice on the third Thursday of the months of February,
April, May, July and September,  and on the second Thursday in December,  at the
hour of 9:00 a.m. or as soon  thereafter as the regular  meeting of the Board of
Directors of Edison  International  is adjourned,  and on the third  Thursday in
March,  at the hour of 8:00 a.m. or as soon thereafter as the regular meeting of
the Board of Directors of Edison International is adjourned.  Call and notice of
all regular meetings of the Board are not required.

Section 7.        Special Meetings.

         Special meetings of the Board for any purpose or purposes may be called
at any time by the Chairman of the Board, the President, any Vice President, the
Secretary or by any two directors.

         Special  meetings  of the Board  shall be held upon four days'  written
notice or forty-eight hours' notice given personally or by telephone, telegraph,
telex, facsimile,  electronic mail or other similar means of communication.  Any
such notice shall be addressed or delivered to each director at such  director's
address as it is shown upon the records of the  corporation  or as may have been
given to the  corporation  by the  director  for  purposes of notice or, if such
address is not shown on such  records or is not  readily  ascertainable,  at the
place in which the

                                       11
<PAGE>


meetings of the directors are regularly  held.  The  notice need not specify the
purpose of such special meeting.

         Notice by mail shall be deemed to have been given at the time a written
notice is  deposited  in the United  States  mail,  postage  prepaid.  Any other
written  notice shall be deemed to have been given at the time it is  personally
delivered to the recipient or is delivered to a common carrier for transmission,
or actually  transmitted by the person giving the notice by electronic  means to
the recipient.  Oral notice shall be deemed to have been given at the time it is
communicated,  in person or by  telephone,  radio or other  similar means to the
recipient or to a person at the office of the  recipient  who the person  giving
the notice has reason to believe will promptly communicate it to the recipient.

Section 8.        Quorum.

         One-third of the number of authorized directors constitutes a quorum of
the Board for the  transaction  of  business,  except to adjourn as  provided in
Section ll of this Article.  Every act or decision done or made by a majority of
the directors  present at a meeting duly held at which a quorum is present shall
be regarded as the act of the Board,  unless a greater number is required by law
or by the  Articles;  provided,  however,  that a  meeting  at which a quorum is
initially  present  may  continue  to  transact  business   notwithstanding  the
withdrawal of directors,  if any action taken is approved by at least a majority
of the required quorum for such meeting.

Section 9.        Participation in Meetings by Conference Telephone.

         Members  of the  Board may  participate  in a  meeting  through  use of
conference telephone or similar communications equipment, so long as all members
participating  in  such  meeting  can  hear  one  another.   Such  participation
constitutes presence in person at such meeting.

Section 10.       Waiver of Notice.

         The  transactions  of any  meeting  of the  Board,  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 the directors not present signs a written  waiver of
notice, a consent to holding such meeting or an approval of the minutes thereof.
All such  waivers,  consents  or  approvals  shall be filed  with the  corporate
records or made a part of the minutes of the meeting.


                                       12
<PAGE>


Section 11.       Adjournment.

         A  majority  of the  directors  present,  whether  or not a  quorum  is
present, may adjourn any directors' meeting to another time and place. Notice of
the time and place of holding an  adjourned  meeting need not be given to absent
directors  if the time and  place is  fixed  at the  meeting  adjourned.  If the
meeting is adjourned for more than twenty-four hours,  notice of any adjournment
to  another  time or place  shall be  given  prior to the time of the  adjourned
meeting to the directors who were not present at the time of the adjournment.

Section 12.       Fees and Compensation.

         Directors and members of committees may receive such  compensation,  if
any, for their services, and such reimbursement for expenses, as may be fixed or
determined by the Board.

Section 13.       Action Without Meeting.

         Any action  required or permitted to be taken by the Board may be taken
without a meeting if all members of the Board shall individually or collectively
consent in writing to such action.  Such written  consent or consents shall have
the same  force and effect as a  unanimous  vote of the Board and shall be filed
with the minutes of the proceedings of the Board.

Section 14.       Rights of Inspection.

         Every director shall have the absolute right at any reasonable  time to
inspect and copy all books,  records and  documents of every kind and to inspect
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 includes the right to copy and make extracts.

Section 15.       Committees.

         The Board may appoint one or more committees, each consisting of two or
more directors, to serve at the pleasure of the Board. The Board may delegate to
such committees any or all of the authority of the Board except with respect to:

         (a) The  approval  of any  action  for  which  the  California  General
Corporation  Law  also  requires  shareholders'  approval  or  approval  of  the
outstanding shares;

         (b)      The filling of vacancies on the Board or in any committee;


                                       13
<PAGE>


         (c)      The fixing of compensation of the directors for serving on the
 Board or on any committee;

         (d)      The  amendment  or  repeal  of  Bylaws  or the adoption of new
Bylaws;

         (e) The amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable;

         (f) A distribution to the  shareholders of the corporation  except at a
rate or in a periodic amount or within a price range determined by the Board; or

         (g) The  appointment  of other  committees  of the Board or the members
thereof.

         Any such committee,  or any member or alternate member thereof, must be
appointed by resolution  adopted by a majority of the exact number of authorized
directors as specified  in Section 2 of this  Article.  The Board shall have the
power to  prescribe  the  manner  and  timing of giving of notice of  regular or
special  meetings of any  committee and the manner in which  proceedings  of any
committee  shall be  conducted.  In the absence of any such  prescription,  such
committee  shall have the power to prescribe the manner in which its proceedings
shall be conducted.  Unless the Board or such committee shall otherwise provide,
the regular and special  meetings and other actions of any such committee  shall
be governed by the provisions of this Article applicable to meetings and actions
of the Board. Minutes shall be kept of each meeting of each committee.


                             ARTICLE IV -- OFFICERS

Section 1.        Officers.

         The  officers of the  corporation  shall be a Chairman of the Board,  a
President,  a Chief Financial  Officer,  one or more Vice Presidents,  a General
Counsel,  one or more Associate  General Counsel,  one or more Assistant General
Counsel, a Controller,  one or more Assistant Controllers,  a Treasurer,  one or
more Assistant  Treasurers,  a Secretary and one or more Assistant  Secretaries,
and such other  officers  as may be  elected or  appointed  in  accordance  with
Section 5 of this Article. The Board, the Chairman of the Board or the President
may confer a special title upon any Vice  President not  specified  herein.  Any
number of offices of the corporation may be held by the same person.


                                       14
<PAGE>


Section 2.        Election.

         The officers of the corporation, except such officers as may be elected
or appointed in accordance with the provisions of Section 5 or Section 6 of this
Article,  shall be chosen  annually  by, and shall serve at the  pleasure of the
Board, and shall hold their respective offices until their resignation, removal,
or other  disqualification  from service,  or until their respective  successors
shall be elected.

Section 3.        Eligibility of Chairman or President.

         No person  shall be eligible for the office of Chairman of the Board or
President  unless such person is a member of the Board of the  corporation;  any
other officer may or may not be a director.

Section 4.        Removal and Resignation.

         Any officer may be removed,  either with or without cause, by the Board
at any time or by any officer  upon whom such power or removal may be  conferred
by the Board. Any such removal shall be without prejudice to the rights, if any,
of the officer under any contract of employment of the officer.

         Any  officer  may  resign at any time by giving  written  notice to the
corporation,  but without  prejudice to the rights,  if any, of the  corporation
under any contract to which the officer is a party. 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.

Section 5.        Appointment of Other Officers.

         The Board may  appoint  such  other  officers  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 the Bylaws or as the
Board may from time to time determine.

Section 6.        Vacancies.

         A  vacancy  in any  office  because  of  death,  resignation,  removal,
disqualification  or  any  other  cause  shall  be  filled  at any  time  deemed
appropriate  by the Board in the manner  prescribed  in these Bylaws for regular
election or appointment to such office.


                                       15
<PAGE>


Section 7.         Salaries.

         The salaries of the Chairman of the Board,  President,  Chief Financial
Officer, Vice Presidents,  General Counsel, Controller,  Treasurer and Secretary
of the corporation  shall be fixed by the Board.  Salaries of all other officers
shall be as approved from time to time by the chief executive officer.

Section 8.        Furnish Security for Faithfulness.

         Any officer or employee shall, if required by the Board, furnish to the
corporation  security for  faithfulness  to the extent and of the character that
may be required.

Section 9.        Chairman's  Duties;  Succession  to  Such Duties in Chairman's
                  Absence or Disability.

         The Chairman of the Board shall be the chief  executive  officer of the
corporation  and shall  preside at all meetings of the  shareholders  and of the
Board.  Subject to the Board, the Chairman of the Board shall have charge of the
business  of the  corporation,  including  the  construction  of its  plants and
properties and the operation  thereof.  The Chairman of the Board shall keep the
Board fully  informed,  and shall freely consult them concerning the business of
the corporation.

         In the  absence  or  disability  of the  Chairman  of  the  Board,  the
President shall act as the chief executive  officer of the  corporation;  in the
absence or disability of the Chairman of the Board and the  President,  the next
in order of  election  by the  Board of the Vice  Presidents  shall act as chief
executive officer of the corporation.

         In the  absence  or  disability  of the  Chairman  of  the  Board,  the
President  shall act as Chairman  of the Board at meetings of the Board;  in the
absence or disability of the Chairman of the Board and the President,  the next,
in order of election by the Board, of the Vice Presidents who is a member of the
Board shall act as Chairman  of the Board at any such  meeting of the Board;  in
the absence or disability of the Chairman of the Board, the President,  and such
Vice  Presidents  who are  members of the Board,  the Board  shall  designate  a
temporary Chairman to preside at any such meeting of the Board.

Section 10.       President's Duties.

         The  President  shall  perform such other duties as the Chairman of the
Board shall delegate or assign to such officer.


                                       16
<PAGE>


Section 11.       Chief Financial Officer.

         The  Chief  Financial  Officer  of the  corporation  shall be the chief
consulting  officer in all matters of  financial  import and shall have  control
over all financial matters concerning the corporation.

Section 12.       Vice Presidents' Duties.

         The Vice  Presidents  shall  perform  such  other  duties  as the chief
executive officer shall designate.

Section 13.       General Counsel's Duties.

         The  General  Counsel  shall be the  chief  consulting  officer  of the
corporation in all legal matters and,  subject to the chief  executive  officer,
shall have control over all matters of legal import concerning the corporation.

Section 14.       Associate  General  Counsel's  and Assistant General Counsel's
                  Duties.

         The Associate  General  Counsel shall perform such of the duties of the
General  Counsel as the General Counsel shall  designate,  and in the absence or
disability of the General Counsel,  the Associate  General Counsel,  in order of
election to that office by the Board at its latest organizational meeting, shall
perform the duties of the General Counsel.  The Assistant  General Counsel shall
perform such duties as the General Counsel shall designate.

Section 15.       Controller's Duties.

         The Controller shall be the chief accounting officer of the Corporation
and,  subject  to the Chief  Financial  Officer,  shall  have  control  over all
accounting  matters  concerning  the  Corporation  and shall  perform such other
duties as the Chief Executive Officer shall designate.

Section 16.       Assistant Controllers' Duties.

         The  Assistant  Controllers  shall  perform  such of the  duties of the
Controller as the Controller shall  designate,  and in the absence or disability
of the  Controller,  the  Assistant  Controllers,  in order of  election to that
office by the Board at its latest  organizational  meeting,  shall  perform  the
duties of the Controller.


                                       17
<PAGE>



Section 17.       Treasurer's Duties.

         It shall be the duty of the Treasurer to keep in custody or control all
money,  stocks,  bonds,  evidences of debt,  securities and other items of value
that may belong to, or be in the possession or control of, the corporation,  and
to  dispose  of the same in such  manner  as the  Board or the  chief  executive
officer  may  direct,  and to  perform  all acts  incident  to the  position  of
Treasurer.

Section 18.       Assistant Treasurers' Duties.

         The  Assistant  Treasurers  shall  perform  such of the  duties  of the
Treasurer as the Treasurer shall designate,  and in the absence or disability of
the Treasurer, the Assistant Treasurers,  in order of election to that office by
the Board at its latest organizational  meeting, shall perform the duties of the
Treasurer,  unless action is taken by the Board as  contemplated  in Article IV,
Section 22.

Section 19.       Secretary's Duties.

         The Secretary shall keep or cause to be kept full and complete  records
of the  proceedings  of  shareholders,  the  Board  and  its  committees  at all
meetings, and shall affix the corporate seal and attest by signing copies of any
part thereof when required.

         The Secretary  shall keep, or cause to be kept, a copy of the Bylaws of
the  corporation at the principal  office in accordance  with Section 213 of the
California General Corporation Law.

         The Secretary  shall be the  custodian of the corporate  seal and shall
affix it to such instruments as may be required.

         The Secretary  shall keep on hand a supply of blank stock  certificates
of such forms as the Board may adopt.

         The  Secretary  shall  serve or cause to be  served by  publication  or
otherwise,  as may be required,  all notices of meetings and of other  corporate
acts that may by law or  otherwise  be required to be served,  and shall make or
cause to be made and  filed in the  principal  office  of the  corporation,  the
necessary certificate or proofs thereof.

         An affidavit of mailing of any notice of a shareholders'  meeting or of
any  report,  in  accordance  with  the  provisions  of  Section  601 (b) of the
California  General  Corporation  Law,  executed by the Secretary shall be prima
facie evidence of the fact that such notice or report had been duly given.


                                       18
<PAGE>


         The Secretary may, with the Chairman of the Board, the President,  or a
Vice President, sign certificates of ownership of stock in the corporation,  and
shall  cause  all  certificates  so  signed to be  delivered  to those  entitled
thereto.

         The Secretary shall keep all records required by the California General
Corporation Law.

         The Secretary shall generally perform the duties usual to the office of
secretary of corporations,  and such other duties as the chief executive officer
shall designate.

Section 20.       Assistant Secretaries' Duties.

         Assistant Secretaries shall perform such of the duties of the Secretary
as the  Secretary  shall  designate,  and in the  absence or  disability  of the
Secretary, the Assistant Secretaries, in the order of election to that office by
the Board at its latest organizational  meeting, shall perform the duties of the
Secretary,  unless action is taken by the Board as  contemplated  in Article IV,
Sections 21 and 22 of these Bylaws.

Section 21.       Secretary Pro Tempore.

         At any  meeting  of the  Board or of the  shareholders  from  which the
Secretary is absent, a Secretary pro tempore may be appointed and act.

Section 22.       Election of Acting Treasurer or Acting Secretary.

         The  Board may elect an Acting  Treasurer,  who shall  perform  all the
duties of the Treasurer  during the absence or disability of the Treasurer,  and
who shall hold office only for such a term as shall be determined by the Board.

         The  Board may elect an Acting  Secretary,  who shall  perform  all the
duties of the Secretary  during the absence or disability of the Secretary,  and
who shall hold office only for such a term as shall be determined by the Board.

         Whenever  the Board shall elect  either an Acting  Treasurer  or Acting
Secretary,  or both, the officers of the corporation as set forth in Article IV,
Section 1 of these Bylaws,  shall include as if therein specifically set out, an
Acting Treasurer or an Acting Secretary, or both.


                                       19
<PAGE>


Section 23.       Performance of Duties.

         Officers shall perform the duties of their respective offices as stated
in these Bylaws, and such additional duties as the Board shall designate.


                          ARTICLE V -- OTHER PROVISIONS

Section 1.        Inspection of Corporate Records.

         (a) A shareholder or shareholders  holding at least five percent in the
aggregate of the  outstanding  voting shares of the  corporation  or who hold at
least one percent of such voting  shares and have filed a Schedule  14B with the
United States  Securities  and Exchange  Commission  relating to the election of
directors of the  corporation  shall have an absolute right to do either or both
of the following:

                  (i)  Inspect  and copy the record of  shareholders'  names and
addresses and shareholdings during usual business hours upon five business days'
prior written demand upon the corporation; or

                  (ii)  Obtain  from  the  transfer   agent,  if  any,  for  the
corporation,  upon five business  days' prior written demand and upon the tender
of its usual  charges  for such a list (the  amount  of which  charges  shall be
stated to the  shareholder by the transfer  agent upon  request),  a list of the
shareholders'  names and  addresses who are entitled to vote for the election of
directors and their  shareholdings,  as of the most recent record date for which
it has been compiled or as of a date specified by the shareholder  subsequent to
the date of demand.

         (b) The record of  shareholders  shall also be open to  inspection  and
copying by any  shareholder or holder of a voting trust  certificate at any time
during  usual  business  hours upon  written  demand on the  corporation,  for a
purpose  reasonably related to such holder's interest as a shareholder or holder
of a voting trust certificate.

         (c) The accounting  books and records and minutes of proceedings of the
shareholders  and  the  Board  and  committees  of the  Board  shall  be open to
inspection  upon written demand on the  corporation of any shareholder or holder
of a voting trust  certificate  at any  reasonable  time during  usual  business
hours,  for a  purpose  reasonably  related  to  such  holder's  interests  as a
shareholder or as a holder of such voting trust certificate.


                                       20
<PAGE>


         (d) Any such  inspection  and copying under this Article may be made in
person or by agent or attorney.

Section 2.        Inspection of Bylaws.

         The  corporation  shall keep in its principle  office the original or a
copy of these Bylaws as amended to date,  which shall be open to  inspection  by
shareholders at all reasonable times during office hours.

Section 3.        Contracts  and  Other  Instruments,  Loans, Notes and Deposits
                  of Funds.

         The Chairman of the Board, the President,  or a Vice President,  either
alone or with the Secretary or an Assistant  Secretary,  or the Secretary alone,
shall execute in the name of the corporation such written  instruments as may be
authorized  by the Board and,  without  special  direction  of the  Board,  such
instruments as  transactions  of the ordinary  business of the  corporation  may
require  and,  such  officers  without  the special  direction  of the Board may
authenticate,   attest  or  countersign   any  such   instruments   when  deemed
appropriate.  The Board may authorize  any person,  persons,  entity,  entities,
attorney, attorneys,  attorney-in-fact,  attorneys-in-fact,  agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the  corporation,  and such authority may be general or confined to
specific instances.

         No loans  shall be  contracted  on  behalf  of the  corporation  and no
evidences of such indebtedness  shall be issued in its name unless authorized by
the Board as it may  direct.  Such  authority  may be  general  or  confined  to
specific instances.

         All checks,  drafts,  or other similar orders for the payment of money,
notes,  or  other  such  evidences  of  indebtedness  issued  in the name of the
corporation shall be signed by such officer or officers,  agent or agents of the
corporation  and in such  manner as the  Board or chief  executive  officer  may
direct.

         Unless  authorized  by the Board or these  Bylaws,  no officer,  agent,
employee or any other  person or persons  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 for any purpose or amount.

         All funds of the corporation not otherwise  employed shall be deposited
from  time  to time to the  credit  of the  corporation  in  such  banks,  trust
companies, or other depositories as the Board may direct.


                                       21
<PAGE>


Section 4.        Certificates of Stock.

         Every holder of shares of the  corporation  shall be entitled to have a
certificate  signed in the name of the corporation by the Chairman of the Board,
the  President,  or a  Vice  President  and  by the  Treasurer  or an  Assistant
Treasurer or the Secretary or an Assistant  Secretary,  certifying the number of
shares and the class or series of shares owned by the shareholder. Any or all of
the  signatures  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.

         Certificates  for shares may be used prior to full  payment  under such
restrictions and for such purposes as the Board may provide; provided,  however,
that on any  certificate  issued to represent any partly paid shares,  the total
amount of the  consideration  to be paid  therefor  and the amount paid  thereon
shall be stated.

         Except as provided in this Section, no new certificate for shares shall
be issued in lieu of an old one unless the latter is surrendered and canceled at
the same time. The Board may, however,  if any certificate for shares is alleged
to have  been  lost,  stolen  or  destroyed,  authorize  the  issuance  of a new
certificate  in  lieu  thereof,   and  the  corporation  may  require  that  the
corporation be given a bond or other adequate  security  sufficient to indemnify
it  against  any  claim  that  may be made  against  it  (including  expense  or
liability)  on  account  of the  alleged  loss,  theft  or  destruction  of such
certificate or the issuance of such new certificate.

Section 5.        Transfer Agent, Transfer Clerk and Registrar.

         The Board may, from time to time,  appoint  transfer  agents,  transfer
clerks,  and stock  registrars to transfer and register the  certificates of the
capital stock of the corporation, and may provide that no certificate of capital
stock  shall be valid  without  the  signature  of the stock  transfer  agent or
transfer clerk, and stock registrar.

Section 6.        Representation of Shares of Other Corporations.

         The chief executive officer or any other officer or officers authorized
by the  Board  or the  chief  executive  officer  are each  authorized  to vote,
represent and exercise on behalf of the  corporation  all rights incident to any
and all shares of any other corporation or corporations  standing in the name of
the corporation.


                                       22
<PAGE>


The  authority  herein  granted may be  exercised  either by any such officer in
person or by any other person  authorized so to do by proxy or power of attorney
duly executed by said officer.

Section 7.        Stock Purchase Plans.

         The  corporation  may  adopt and  carry  out a stock  purchase  plan or
agreement or stock option plan or agreement providing for the issue and sale for
such  consideration as may be fixed of its unissued shares,  or of issued shares
acquired,  to one or more of the employees or directors of the corporation or of
a subsidiary or to a trustee on their behalf and for the payment for such shares
in  installments or at one time, and may provide for such shares in installments
or at one time,  and may provide for aiding any such  persons in paying for such
shares by compensation for services rendered, promissory notes or otherwise.

         Any such stock  purchase  plan or  agreement  or stock  option  plan or
agreement  may include,  among other  features,  the fixing of  eligibility  for
participation  therein, the class and price of shares to be issued or sold under
the plan or  agreement,  the number of shares which may be  subscribed  for, the
method  of  payment  therefor,  the  reservation  of title  until  full  payment
therefor,  the effect of the  termination of employment and option or obligation
on the part of the  corporation  to repurchase  the shares upon  termination  of
employment,  restrictions  upon  transfer of the shares,  the time limits of and
termination of the plan,  and any other matters,  not in violation of applicable
law, as may be included  in the plan as approved or  authorized  by the Board or
any committee of the Board.

Section 8.        Fiscal Year and Subdivisions.

         The  calendar  year  shall  be  the   corporate   fiscal  year  of  the
corporation. For the purpose of paying dividends, for making reports and for the
convenient transaction of the business of the corporation,  the Board may divide
the fiscal year into appropriate subdivisions.

Section 9.        Construction and Definitions.

         Unless the context otherwise requires, the general provisions, rules of
construction  and  definitions  contained  in  the  General  Provisions  of  the
California Corporations Code and in the California General Corporation Law shall
govern the construction of these Bylaws.


                                       23
<PAGE>

                          ARTICLE VI -- INDEMNIFICATION

Section 1.        Indemnification of Directors and Officers.

         Each person who was or is a party or is  threatened  to be made a party
to or is  involved  in any  threatened,  pending or  completed  action,  suit or
proceeding,  formal or informal,  whether brought in the name of the corporation
or otherwise and whether of a civil,  criminal,  administrative or investigative
nature (hereinafter a "proceeding"),  by reason of the fact that he or she, or a
person of whom he or she is the legal  representative,  is or was a director  or
officer  of  the  corporation  or is or  was  serving  at  the  request  of  the
corporation as a director,  officer, employee or agent of another corporation or
of a partnership,  joint venture,  trust or other enterprise,  including service
with respect to employee benefit plans,  whether the basis of such proceeding is
an alleged  action or inaction in an official  capacity or in any other capacity
while  serving  as a director  or  officer,  shall,  subject to the terms of any
agreement  between the  corporation  and such person,  be  indemnified  and held
harmless by the corporation to the fullest extent  permissible  under California
law and the corporation's Articles of Incorporation, against all costs, charges,
expenses,  liabilities and losses (including attorneys' fees, judgments,  fines,
ERISA excise taxes or  penalties  and amounts paid or to be paid in  settlement)
reasonably incurred or suffered by such person in connection therewith, and such
indemnification shall continue as to a person who has ceased to be a director or
officer  and shall  inure to the  benefit  of his or her  heirs,  executors  and
administrators;  provided, however, that (A) the corporation shall indemnify any
such person  seeking  indemnification  in connection  with a proceeding (or part
thereof)  initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of the corporation;  (B) the corporation shall indemnify
any such person seeking indemnification in connection with a proceeding (or part
thereof) other than a proceeding by or in the name of the corporation to procure
a judgment in its favor only if any  settlement of such a proceeding is approved
in writing by the corporation;  (C) that no such person shall be indemnified (i)
except to the extent that the aggregate of losses to be indemnified  exceeds the
amount of such losses for which the director or officer is paid  pursuant to any
directors'  and  officers'   liability   insurance  policy   maintained  by  the
corporation;  (ii) on account of any suit in which judgment is rendered  against
such person for an  accounting of profits made from the purchase or sale by such
person of securities of the  corporation  pursuant to the  provisions of Section
16(b) of the Securities  Exchange Act of 1934 and amendments  thereto or similar
provisions of any federal,  state or local  statutory  law;  (iii) if a court of
competent jurisdiction finally determines that any indemnification  hereunder is
unlawful;  and  (iv)  as  to  circumstances  in  which  indemnity  is  expressly
prohibited  by Section 317 of the General  Corporation  Law of  California  (the
"Law");  and (D) that no such  person  shall be  indemnified  with regard to any
action brought by or in the right of the


                                       24
<PAGE>

corporation for breach of duty to the corporation and its  shareholders  (a) for
acts or  omissions  involving  intentional  misconduct  or knowing and  culpable
violation  of law;  (b) for acts or  omissions  that  the  director  or  officer
believes  to be  contrary  to  the  best  interests  of the  corporation  or its
shareholders  or that  involve  the  absence  of good  faith  on the part of the
director or officer;  (c) for any transaction from which the director or officer
derived an improper  personal  benefit;  (d) for acts or  omissions  that show a
reckless  disregard for the director's or officer's  duty to the  corporation or
its shareholders in circumstances in which the director or officer was aware, or
should have been aware,  in the ordinary course of performing his or her duties,
of a risk of serious injury to the corporation or its shareholders; (e) for acts
or omissions that constitute an unexcused pattern of inattention that amounts to
an abdication of the  director's or officer's  duties to the  corporation or its
shareholders;  and (f) for  costs,  charges,  expenses,  liabilities  and losses
arising  under  Section  310 or 316 of the Law.  The  right  to  indemnification
conferred in this Article shall include the right to be paid by the  corporation
expenses   incurred  in  defending  any  proceeding  in  advance  of  its  final
disposition;  provided,  however,  that if the Law  permits  the payment of such
expenses  incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation,  service
to  an  employee  benefit  plan)  in  advance  of  the  final  disposition  of a
proceeding, such advances shall be made only upon delivery to the corporation of
an  undertaking,  by or on  behalf of such  director  or  officer,  to repay all
amounts to the corporation if it shall be ultimately determined that such person
is not entitled to be indemnified.

Section 2.        Indemnification of Employees and Agents.

         A person who was or is a party or is  threatened  to be made a party to
or is involved in any  proceeding by reason of the fact that he or she is or was
an employee or agent of the  corporation  or is or was serving at the request of
the corporation as an employee or agent of another enterprise, including service
with respect to employee  benefit plans,  whether the basis of such action is an
alleged  action or  inaction in an  official  capacity or in any other  capacity
while  serving  as an  employee  or  agent,  may,  subject  to the  terms of any
agreement  between the  corporation  and such person,  be  indemnified  and held
harmless by the  corporation to the fullest  extent  permitted by California law
and the  corporation's  Articles of Incorporation,  against all costs,  charges,
expenses,  liabilities and losses, (including attorneys' fees, judgments, fines,
ERISA excise taxes or  penalties  and amounts paid or to be paid in  settlement)
reasonably incurred or suffered by such person in connection therewith.


                                       25
<PAGE>



Section 3.        Right of Directors and Officers to Bring Suit.

         If a claim under  Section 1 of this  Article is not paid in full by the
corporation  within 30 days  after a  written  claim  has been  received  by the
corporation,  the  claimant  may at any time  thereafter  bring suit against the
corporation  to recover  the unpaid  amount of the claim and, if  successful  in
whole or in part,  the claimant shall also be entitled to be paid the expense of
prosecuting  such claim.  Neither the failure of the corporation  (including its
Board,   independent  legal  counsel,  or  its  shareholders)  to  have  made  a
determination  prior to the commencement of such action that  indemnification of
the claimant is permissible in the  circumstances  because he or she has met the
applicable  standard  of conduct,  if any,  nor an actual  determination  by the
corporation   (including  its  Board,   independent   legal   counsel,   or  its
shareholders) that the claimant has not met the applicable  standard of conduct,
shall be a defense to the action or create a  presumption  for the purpose of an
action that the claimant has not met the applicable standard of conduct.

Section 4.        Successful Defense.

         Notwithstanding any other provision of this Article, to the extent that
a director or officer has been successful on the merits or otherwise  (including
the dismissal of an action  without  prejudice or the settlement of a proceeding
or action without admission of liability) in defense of any proceeding  referred
to in Section 1 or in defense of any claim,  issue or matter therein,  he or she
shall be indemnified against expenses  (including  attorneys' fees) actually and
reasonably incurred in connection therewith.

Section 5.        Non-Exclusivity of Rights.

         The right to  indemnification  provided  by this  Article  shall not be
exclusive  of any other  right  which any person may have or  hereafter  acquire
under any statute,  bylaw,  agreement,  vote of  shareholders  or  disinterested
directors or otherwise.

Section 6.        Insurance.

         The  corporation  may maintain  insurance,  at its expense,  to protect
itself  and any  director,  officer,  employee  or agent of the  corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Law.


                                       26
<PAGE>


Section 7.        Expenses as a Witness.

         To the extent  that any  director,  officer,  employee  or agent of the
corporation is by reason of such position,  or a position with another entity at
the request of the corporation,  a witness in any action, suit or proceeding, he
or she  shall be  indemnified  against  all  costs  and  expenses  actually  and
reasonably incurred by him or her on his or her behalf in connection therewith.

Section 8.        Indemnity Agreements.

         The corporation  may enter into agreements with any director,  officer,
employee  or agent  of the  corporation  providing  for  indemnification  to the
fullest  extent  permissible  under the Law and the  corporation's  Articles  of
Incorporation.

Section 9.        Separability.

         Each and every paragraph,  sentence, term and provision of this Article
is separate and distinct so that if any paragraph,  sentence,  term or provision
hereof  shall  be held to be  invalid  or  unenforceable  for any  reason,  such
invalidity or  unenforceability  shall not affect the validity or enforceability
of any other  paragraph,  sentence,  term or  provision  hereof.  To the  extent
required,  any  paragraph,  sentence,  term or  provision of this Article may be
modified by a court of  competent  jurisdiction  to preserve its validity and to
provide the claimant with,  subject to the limitations set forth in this Article
and any agreement  between the corporation and claimant,  the broadest  possible
indemnification permitted under applicable law.

Section 10.       Effect of Repeal or Modification.

         Any repeal or modification  of this Article shall not adversely  affect
any right of  indemnification  of a director or officer  existing at the time of
such repeal or  modification  with  respect to any action or omission  occurring
prior to such repeal or modification.


                       ARTICLE VII -- EMERGENCY PROVISIONS

Section 1.        General.

         The  provisions  of this  Article  shall  be  operative  only  during a
national  emergency declared by the President of the United States or the person
performing the President's  functions,  or in the event of a nuclear,  atomic or
other  attack  on the  United  States or a  disaster  making  it  impossible  or
impracticable  for the corporation to conduct its business  without  recourse to
the provisions of

                                       27
<PAGE>


this Article.  Said  provisions in such event shall override all other Bylaws of
the  corporation  in conflict with any  provisions  of this  Article,  and shall
remain  operative so long as it remains  impossible or impracticable to continue
the business of the corporation otherwise,  but thereafter shall be inoperative;
provided that all actions taken in good faith pursuant to such provisions  shall
thereafter  remain in full force and effect  unless and until  revoked by action
taken  pursuant to the  provisions  of the Bylaws other than those  contained in
this Article.

Section 2.        Unavailable Directors.

         All directors of the corporation who are not available to perform their
duties as directors by reason of physical or mental  incapacity or for any other
reason or who are  unwilling to perform  their duties or whose  whereabouts  are
unknown shall automatically  cease to be directors,  with like effect as if such
persons had resigned as directors, so long as such unavailability continues.

Section 3.        Authorized Number of Directors.

         The  authorized  number of  directors  shall be the number of directors
remaining after  eliminating  those who have ceased to be directors  pursuant to
Section 2, or the minimum number required by law, whichever number is greater.

Section 4.        Quorum.

         The number of  directors  necessary  to  constitute  a quorum  shall be
one-third of the  authorized  number of directors as specified in the  foregoing
Section,  or such other minimum number as,  pursuant to the law or lawful decree
then in force, it is possible for the Bylaws of a corporation to specify.

Section 5.        Creation of Emergency Committee.

         In the event the number of directors  remaining after eliminating those
who have ceased to be  directors  pursuant to Section 2 is less than the minimum
number of authorized  directors  required by law, then until the  appointment of
additional  directors  to make up such  required  minimum,  all the  powers  and
authorities  which the Board  could by law  delegate,  including  all powers and
authorities   which  the  Board  could   delegate  to  a  committee,   shall  be
automatically  vested in an emergency  committee,  and the  emergency  committee
shall thereafter  manage the affairs of the corporation  pursuant to such powers
and authorities and shall have all other powers and authorities as may by law or
lawful  decree be conferred on any person or body of persons  during a period of
emergency.


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<PAGE>



Section 6.        Constitution of Emergency Committee.

         The emergency  committee  shall consist of all the directors  remaining
after eliminating  those who have ceased to be directors  pursuant to Section 2,
provided that such remaining directors are not less than three in number. In the
event such  remaining  directors  are less than  three in number  the  emergency
committee shall consist of three persons, who shall be the remaining director or
directors and either one or two officers or employees of the corporation, as the
remaining  director  or  directors  may in  writing  designate.  If  there is no
remaining  director,  the  emergency  committee  shall consist of the three most
senior officers of the corporation who are available to serve, and if and to the
extent  that  officers  are not  available,  the most  senior  employees  of the
corporation. Seniority shall be determined in accordance with any designation of
seniority in the minutes of the proceedings of the Board,  and in the absence of
such designation, shall be determined by rate of remuneration. In the event that
there are no remaining directors and no officers or employees of the corporation
available,  the emergency committee shall consist of three persons designated in
writing by the  shareholder  owning the largest number of shares of record as of
the date of the last record date.

Section 7.        Powers of Emergency Committee.

         The  emergency  committee,   once  appointed,   shall  govern  its  own
procedures and shall have power to increase the number of members thereof beyond
the original number, and in the event of a vacancy or vacancies therein, arising
at any time, the remaining  member or members of the emergency  committee  shall
have the power to fill such vacancy or vacancies. In the event at any time after
its  appointment  all members of the emergency  committee shall die or resign or
become unavailable to act for any reason whatsoever,  a new emergency  committee
shall be appointed in accordance with the foregoing provisions of this Article.

Section 8.        Directors Becoming Available.

         Any person who has ceased to be a director  pursuant to the  provisions
of Section 2 and who thereafter  becomes  available to serve as a director shall
automatically become a member of the emergency committee.

Section 9.        Election of Board of Directors.

         The emergency  committee  shall,  as soon after its  appointment  as is
practicable,  take all  requisite  action to secure the  election  of a board of
directors,



                                       29
<PAGE>


and  upon  such  election  all  the  powers  and  authorities  of the  emergency
committee shall cease.

Section 10.       Termination of Emergency Committee.

         In the  event,  after the  appointment  of an  emergency  committee,  a
sufficient  number of persons who ceased to be  directors  pursuant to Section 2
become  available  to serve as  directors,  so that if they had not ceased to be
directors  as  aforesaid,  there would be enough  directors  to  constitute  the
minimum  number  of  directors  required  by law,  then all such  persons  shall
automatically  be deemed to be  reappointed  as  directors  and the  powers  and
authorities of the emergency committee shall be at an end.


                           ARTICLE VIII -- AMENDMENTS

Section 1.        Amendments.

         These  Bylaws may be  amended or  repealed  either by  approval  of the
outstanding shares or by the approval of the Board;  provided,  however,  that a
Bylaw  specifying  or  changing a fixed  number of  directors  or the maximum or
minimum  number or changing  from a fixed to a variable  Board or vice versa may
only be adopted by  approval  of the  outstanding  shares.  The exact  number of
directors within the maximum and minimum number specified in these Bylaws may be
amended by the Board alone.