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                                                                Exhibit No. 3(c)
                                    BY-LAWS
                                      OF
                 WISCONSIN CENTRAL TRANSPORTATION CORPORATION
                           (A Delaware corporation)
                       as amended through March 2, 1998


                                   ARTICLE 1
                           OFFICES; REGISTERED AGENT

          1.1.  Registered Office And Agent.  The corporation shall maintain
in the State of Delaware, a registered office and a registered agent whose
business office is identical with such registered office.

          1.2.  Principal Business Office.  The corporation shall have its
principal business office at such location within or without the State of
Delaware as the board of directors may from time to time determine.  The
corporation may have other offices within or without the State of Delaware.


                                   ARTICLE 2
                                  STOCKHOLDERS

          2.1.  Annual Meeting.  The annual meeting of the stockholders shall be
held at such date and time as the directors shall determine by resolution;
provided, however, that if by April 1 of any year the directors have not
determined a date and time, the annual meeting in that year shall be held on the
second Tuesday in June at 10:00 a.m. Each annual meeting shall be held for the
purpose of electing directors and for the transaction of such other business as
may properly

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come before the meeting.  If the date fixed for an annual meeting shall
be a holiday, such meeting shall be held on the next succeeding business day.

          (S) 2.2.  Special Meetings.  Special meetings of the stockholders of
the corporation may be called by the president or by the board of directors and
shall be called promptly by or at the direction of the secretary at the request
in writing of the holders of outstanding shares of stock of the corporation
having not less than 25% of the voting power of all of the outstanding shares of
stock of the corporation (considered as a single class) entitled to vote at
elections of directors, provided that such request shall state the purpose or
purposes of the proposed meeting, or as otherwise required by the certificate of
incorporation.

          (S) 2.3.  Place Of Meetings.  The board of directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting called by the board of
directors, but if no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal business office of the
corporation; provided, however, that for any meeting of the stockholders for
which a waiver of notice designating a place is signed by all of the
stockholders, then that shall be the place for the holding of such meeting.

          (S) 2.4.  Notice Of Meetings.  Written or printed notice stating the
place, date and hour of the meeting of the stockholders and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be given to each stockholder of record entitled to vote at the meeting, not less
than 10 nor more than 60 days before the date of the meeting, or in the case of
a meeting called
for the purpose of acting upon a merger or consolidation not less than 20 nor
more than 60 days before the meeting.  Such notice shall be given by or at the
direction of the secretary.  If mailed, such notice shall be deemed to be given
when deposited in the United States

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mail addressed to the stock holder at his or her address as it appears on the
records of the corporation, with postage thereon prepaid. If delivered (rather
than mailed) to such address, such notice shall be deemed to be given when so
delivered.

          When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken, unless the adjournment is for
more than 30 days or unless a new record date is fixed for the adjourned
meeting.

          2.5.  Waiver of Notice.  A waiver of notice in writing signed by a
stockholder entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.  Attendance of
a stockholder in person or by proxy at a meeting of stockholders shall
constitute a waiver of notice of such meeting except when the stockholder or his
or her proxy attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

          2.6.  Meeting Of All Stockholders.  If all of the stockholders
shall meet at any time and place, either within or without the State of
Delaware, and shall, in writing signed by all of the stockholders, waive notice
of, and consent to the holding of, a meeting at such time and place, such
meeting shall be valid without call or notice, and at such meeting any corporate
action may be taken.

          2.7. Record Dates.

          (a) In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the board of directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing

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the record date is adopted by the board of directors, and which record date
shall not be more than sixty nor less than ten days before the date of such
meeting. If no record date is fixed by the board of directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

          (b) In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the board
of directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the board of
directors, and which date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the board of
directors.  If no record date has been fixed by the board of directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the board of directors is
required by this chapter, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation at its registered office in the State of Delaware or at its
principal place of business.  If no record date has been fixed by the board of
directors and prior action by the board of directors is required by this
chapter, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the day on which the board of directors adopts the resolution taking such
prior action.

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          (c) In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the board of directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall not be more than sixty days prior to such
action.  If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the board of directors adopts the resolution relating thereto.

          (d) Only those who shall be stockholders of record on the record date
so fixed as aforesaid shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to consent to such corporate action in
writing, or to receive payment of such dividend or other distribution, or to
receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding the transfer of any stock on the books of the corporation
after the applicable record date.

          2.8.  Lists Of  Stockholders.  The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least 10 days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote thereat, arranged in alphabetical order, and showing the address of and the
number of shares registered in the name of each stockholder.  Such list shall be
open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least 10 days prior
to the meeting, either at a place within the municipality where the meeting is
to be held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where said meeting is to

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be held, and the list shall be produced and kept at the time and place of
meeting during the whole time thereof, for inspection by any stockholder who may
be present.

          2.9.  Quorum And Vote Required For Action. Except as otherwise
provided in the certificate of incorporation of the corporation, the holders of
stock of the corporation having a majority of the total votes which all of the
outstanding stock of the corporation would be entitled to cast at the meeting,
when present in person or by proxy, shall constitute a quorum at any meeting of
the stockholders; provided, however, that where a separate vote by a class or
classes is required, the holders of stock of such class or classes having a
majority of the total votes which all of the outstanding stock of such class or
classes would be entitled to cast at the meeting, when present in person or by
proxy, shall constitute a quorum entitled to take action with respect to the
vote on that matter; provided, further, that if a quorum is not present, then
holders who are present in person or by proxy representing a majority of the
votes cast may adjourn the meeting from time to time without further notice and
where a separate vote by a class or classes is required, then holders of shares
of such class or classes who are present in person or by proxy representing a
majority of the votes of such class or classes cast may adjourn the meeting with
respect to the vote on that matter from time to time without further notice. If
a quorum is present at any meeting of the stockholders, (a) in all matters other
than the election of directors, a majority of the votes entitled to be cast by
those stockholders present in person or by proxy shall be the act of the
stockholders except where a separate vote by class or classes is required, in
which case a majority of the votes entitled to be cast by the stockholders of
such class or classes present in person or by proxy shall be the act of the
stockholders of such class or classes, and (b) each director shall be elected by
a plurality of the votes entitled to be cast by those stockholders present in
person or represented by proxy at the meeting and entitled to vote on the
election of

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such director, unless, in each case, a different number of votes is required by
statute or the certificate or incorporation of the corporation. At any adjourned
meeting at which a quorum is present, any business may be transacted which might
have been transacted at the original meeting. Withdrawal of stockholders from
any meeting shall not cause failure of a duly constituted quorum at that
meeting.

          2.10. Proxies.

          (a) Each stockholder entitled to vote at a meeting of the stockholders
or to express consent or dissent to corporate action in writing without a
meeting may authorize another person or persons to act for him by proxy, but no
proxy shall be valid after three years from its date unless otherwise provided
in the proxy.

          (b) Without limiting the manner in which a stockholder may authorize
another person or persons to act for him as a proxy pursuant to subsection (a)
of this Section, the following shall constitute a valid means by which a
stockholder may grant such authority.

              (1) A stockholder may execute a writing authorizing another person
or persons to act for him as proxy. Execution may be accomplished by the
stockholder or his authorized officer, director, employee or agent signing such
writing or causing his or her signature to be affixed to such writing by any
reasonable means including, but not limited to, by facsimile signature.

              (2) A stockholder may authorize another person or persons to act
for him as proxy by transmitting or authorizing the transmission of a telegram,
cablegram, or other means of electronic transmission to the person who will be
the holder of the proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will be the holder
of the proxy to receive such transmission, provided that any such

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telegram, cablegram or other means of electronic transmission must either set
forth or be submitted with information from which it can be determined that the
telegram, cablegram or other electronic transmission was authorized by the
stockholder. If it is determined that such telegrams, cablegrams or other
electronic transmissions are valid, the inspectors or, if there are no
inspectors, such other persons making that determination shall specify the
information upon which they relied.

          (c) Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to subsection (b)
of this Section may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.

          2.11.  Voting Of Shares. Each stockholder of the corporation shall
be entitled to such vote (in person or by proxy) for each share of stock having
voting power held of record by such stockholder as shall be provided in the
certificate of incorporation of the corporation or, absent provision therein
fixing or denying voting rights, shall be entitled to one vote per share.

          2.12.  Voting By Ballot. Any question or any election at a meeting
of the stockholders may be decided by voice vote unless the presiding officer
shall order that voting be by ballot or unless otherwise provided in the
certificate of incorporation of the corporation or required by statute.

          2.13.  Inspectors. At any meeting of the stockholders the
presiding officer may, or upon the request of any stockholder shall, appoint one
or more persons as inspectors for such meeting. Such inspectors shall ascertain
and report the number of shares represented at the meeting, based upon their
determination of the validity and effect of proxies; count all votes and

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report the results; and do such other acts as are proper to conduct the election
and voting with impartiality and fairness to all the stockholders. Each report
of an inspector shall be in writing and signed by him or a majority of them if
there is more than one inspector acting at such meeting. If there is more than
one inspector, the report of a majority shall be the report of the inspectors.
The report of the inspector or inspectors on the number of shares represented at
the meeting and the results of the voting shall be prima facie evidence thereof.

          2.14.  Informal Action. Any corporate action upon which a vote of
stockholders is required or permitted may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the corporation at the office of its
registered agent within the State of Delaware or at its principal place of
business. Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty days of the
earliest dated consent delivered to the corporation, written consents signed by
a sufficient number of holders to take action are delivered to the corporation
at the office of its registered agent within the State of Delaware or at its
principal place of business. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not so consented in writing.

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                                   ARTICLE 3
                                   DIRECTORS

          3.1.  Powers. The business and affairs of the corporation shall be
managed under the direction of its board of directors which may do all such
lawful acts and things as are not by statute or by the certificate of
incorporation of the corporation or by these by-laws directed or required to be
exercised or done by the stockholders.

          3.2.  Number, Election, Term Of Office And Qualifications. The number
of directors which shall constitute the whole board shall be such number as is
determined from time to time by resolution of the board of directors, or if the
number is not so determined, then the number of directors which shall constitute
the whole board shall be four (4). The directors shall be elected at the annual
meeting of the stockholders, except as provided in (S) 3.3 or as otherwise
provided in the certificate of incorporation of the corporation, and each
director elected shall hold office until his or her successor is elected and
qualified or until his or her earlier death, resignation or removal in a manner
permitted by statute or these by-laws. Directors need not be stockholders.

          3.3. Vacancies. Except as provided in the certificate of incorporation
of the corporation, vacancies occurring in the board of directors and newly-
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, although
less than a quorum, or by a sole remaining director, and any director so chosen
shall hold office until the next election of directors and until his or her
successor is duly elected and qualified or until his or her earlier death,
resignation or removal in a manner permitted by statute or these by-laws.

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          3.4.  Regular Meetings. A regular meeting of the board of directors
shall be held immediately following the close of, and at the same place as, each
annual meeting of stockholders. No notice of any such meeting, other than this
by-law, shall be necessary in order legally to constitute the meeting, provided
a quorum shall be present. In the event such meeting is not held at such time
and place, the meeting may be held at such time and place as shall be specified
in a notice given as hereinafter provided for special meetings of the board of
directors or as shall be specified in a written waiver signed by all of the
directors. The board of directors may provide, by resolution, the time and place
for the holding of additional regular meetings without notice other than such
resolution.

          3.5.  Special Meetings. Special meetings of the board may be called by
the president or any three directors. The person or persons calling a special
meeting of the board shall fix the time and place at which the meeting shall be
held and such time and place shall be specified in the notice of such meeting.

          3.6.  Notice. Notice of any special meeting of the board of directors
shall be given at least two business days previous thereto by written notice to
each director at his or her business address or such other address as he or she
may have advised the secretary of the corporation to use for such purpose. If
delivered, such notice shall be deemed to be given when delivered to such
address or to the person to be notified. If mailed, such notice shall be deemed
to be given four business days after deposit in the United States mail so
addressed, with postage thereon prepaid. If given by telegraph, such notice
shall be deemed to be given the next business day following the day the telegram
is given to the telegraph company. Such notice may also be given by telephone or
other means not specified herein, and in each such case shall be deemed to be
given when actually received by the director to be notified. Notice of any
meeting Of the board

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of directors shall set forth the time and place of the meeting. Neither the
business to be transacted at, nor the purpose of, any meeting of the board of
directors (regular or special) need be specified in the notice or waiver of
notice of such meeting.

          3.7.  Waiver Of Notice. A written waiver of notice, signed by a
director entitled to notice of a meeting of the board of directors or of a
committee of such board of which the director is a member, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such
notice to that director. Attendance of a director at a meeting of the board of
directors or of a committee of such board of which the director is a member
shall constitute a waiver of notice of such meeting except when the director
attends the meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

          3.8.  Quorum. At all meetings of the board of directors, a majority of
the number of directors which constitute the whole board shall constitute a
quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the board of directors except as may be otherwise specifically provided by
statute, the certificate of incorporation of the corporation or these by-laws.
If a quorum shall not be present at any meeting of the board of directors, a
majority of the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

          3.9.  Attendance By Conference Telephone. Members of the board of
directors or any committee designated by the board may participate in a meeting
of such board or committee by means of conference telephone or similar
communications equipment by means of which all

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persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at such a meeting.

          3.10.  Presumption Of Assent. A director of the corporation who is
present at a duly convened meeting of the board of directors at which action on
any corporate matter is taken shall be conclusively presumed to have assented to
the action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless he or she shall file his or her written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered or certified
mail to the secretary of the corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.

          3.11.  Informal Action. Unless otherwise restricted by statute, the
certificate of incorporation of the corporation or these by-laws, any action
required or permitted to be taken at any meeting of the board of directors or of
any committee thereof may be taken without a meeting, if a written consent
thereto is signed by all the directors or by all the members of such committee,
as the case may be, and such written consent is filed with the minutes of
proceedings of the board of directors or of such committee.

          3.12.  Compensation. The directors may be paid their expenses, if any,
of attendance at each meeting of the board of directors and at each meeting of a
committee of the board of directors of which they are members. The board of
directors, irrespective of any personal interest of any of its members, shall
have authority to fix compensation of all directors for services to the
corporation as directors, officers or otherwise.

          3.13.  Removal. Except as otherwise provided by statute or the
certificate of incorporation of the corporation, any director or the entire
board of directors may be removed by

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the stockholders, with or without cause, by a majority of the votes entitled to
be cast at an election of directors.


                                   ARTICLE 4
                                   COMMITTEES

          4.1.  Committees. The board of directors may, by resolution passed by
a majority of the whole board, designate one or more committees, each committee
to consist of one or more of the directors of the corporation, which, to the
extent provided in the resolution, shall have and may exercise the powers of the
board of directors with respect to the management of the business affairs of the
corporation and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority of the board in reference to amending the certificate of incorporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the board
of directors, fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the corporation), adopting an agreement of merger or
consolidation recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the by-laws of the corporation; and, unless the
resolution or these by-laws expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors,
and the board may designate one or more

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directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.

          4.2.  Committee Records. Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when required.

                                   ARTICLE 5
                                   OFFICERS

          5.1.  Designation; Number; Election. The board of directors, at its
initial meeting and thereafter at its first regular meeting after each annual
meeting of stockholders, shall choose the officers of the corporation. Such
officers shall be a president, a secretary, and a treasurer, and such vice
presidents, assistant secretaries and assistant treasurers as the board of
directors may choose. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board. Any two or more offices may be held by the same
person. Except as provided in Article 6, election or appointment as an officer
shall not of itself create contract rights.

          5.2.  Salaries. The salaries of all officers and agents of the
corporation chosen by the board of directors shall be fixed by the board of
directors, and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the corporation.

          5.3.   Term Of Office; Removal; Vacancies. Each officer of the
corporation chosen by the board of directors shall hold office until the next
annual appointment of officers by the board of directors and until his or her
successor is appointed and qualifies, or until his or her earlier death,
resignation or removal in the manner hereinafter provided. Any officer or agent
chosen by the board of directors may be removed at any time by the board of
directors whenever

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in its judgment the best interests of the corporation would be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed. Any vacancy occurring in any office of the corporation at
any time or any new offices may be filled by the board of directors for the
unexpired portion of the term.

          5.4.  President. The president shall be the principal executive
officer of the corporation and, subject to the direction and control of the
board of directors, shall be in charge of the business of the corporation. In
general, the president shall discharge all duties incident to the principal
executive office of the corporation and such other duties as may be prescribed
by the board of directors from time to time. Without limiting the generality of
the foregoing, the president shall see that the resolutions and directions of
the board of directors are carried into effect except in those instances in
which that responsibility is specifically assigned to some other person by the
board of directors; shall preside at all meetings of the stockholders and, if he
or she is a director of the corporation, of the board of directors; and, except
in those instances in which the authority to execute is expressly delegated to
another officer or agent of the corporation or a different mode of execution is
expressly prescribed by the board of directors, may execute for the corporation
certificates for its shares of stock (the issue of which shall have been
authorized by the board of directors), and any contracts, deeds, mortgages,
bonds, or other instruments which the board of directors has authorized, and may
(without previous authorization by the board of directors) execute such
contracts and other instruments as the conduct of the corporation's business in
its ordinary course requires, and may accomplish such execution in each case
either under or without the seal of the corporation and either individually or
with the secretary, any assistant secretary, or any other officer thereunto
authorized by the board of directors, according to the requirements of the form
of the instrument. Subject to 10.3, the president may vote all

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securities which the corporation is entitled to vote except as and to the extent
such authority shall be vested in a different officer or agent of the
corporation by the board of directors.

          5.5.  Vice Presidents. The vice president (and, in the event there is
more than one vice president, each of the vice presidents) shall render such
assistance to the president in the discharge of his or her duties as the
president may direct and shall perform such other duties as from time to time
may be assigned by the president or by the board of directors. In the absence of
the president or in the event of his or her inability or refusal to act, the
vice president (or in the event there may be more than one vice president, the
vice presidents in the order designated by the board of directors, or by the
president if the board of directors has not made such a designation, or in the
absence of any designation, then in the order of seniority of tenure as vice
president) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. Except in those instances in which the authority to execute is
expressly delegated to another officer or agent of the corporation or a
different mode of execution is expressly prescribed by the board of directors or
these by-laws, the vice president (or each of them if there are more than one)
may execute for the corporation certificates for its shares of stock (the issue
of which shall have been authorized by the board of directors), and any
contracts, deeds, mortgages, bonds or other instruments which the board of
directors has authorized, and may (without previous authorization by the board
of directors) execute such contracts and other instruments as the conduct of the
corporation's business in its ordinary course requires, and may accomplish such
execution in each case either under or without the seal of the corporation and
either individually or with the secretary, any assistant secretary, or any other
officer thereunto authorized by the board of directors, according to the
requirements of the form of the instrument.

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          5.6.   Treasurer. The treasurer shall perform all the duties incident
to the office of treasurer and such other duties as from time to time may be
assigned by the board of directors or the president. Without limiting the
generality of the foregoing, the treasurer shall have charge and custody of all
funds and securities of the corporation and be responsible therefor and for the
receipt and disbursement thereof. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his or her duties in
such sum and with such surety or sureties as the board of directors may
determine.

          5.7.   Secretary. The secretary shall perform all duties incident to
the office of secretary and such other duties as from time to time may be
assigned by the board of directors or president. Without limiting the generality
of the foregoing, the secretary shall (a) record the minutes of the meetings of
the stockholders and the board of directors in one or more books provided for
that purpose and shall include in such books the actions by written consent of
the stockholders and the board of directors; (b) see that all notices are duly
given in accordance with the provisions of these by-laws or as required by
statute; (c) be the custodian of the corporate records and the seal of the
corporation; (d) keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder; (e) sign with the
president, or a vice president, or any other officer thereunto authorized by the
board of directors, certificates for shares of stock of the corporation (the
issue of which shall have been authorized by the board of directors), and any
contracts, deeds, mortgages, bonds, or other instruments which the board of
directors has authorized, and may (without previous authorization by the board
of directors) sign with such other officers as aforesaid such contracts and
other instruments as the conduct of the corporation's business in its ordinary
course requires, in each case according to the requirements of the form of the
instrument, except when a different mode of execution is

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expressly prescribed by the board of directors; and (f) have general charge of
the stock transfer books of the corporation.

          5.8.  Assistant Treasurers And Assistant Secretaries. The assistant
treasurers and assistant secretaries shall perform such duties as shall be
assigned to them by the treasurer, in the case of assistant treasurers, or the
secretary, in the case of assistant secretaries, or by the board of directors or
president in either case. Each assistant secretary may sign with the president,
or a vice president, or any other officer thereunto authorized by the board of
directors, certificates for shares of stock of the corporation (the issue of
which shall have been authorized by the board of directors), and any contracts,
deeds, mortgages bonds, or other instruments which the board of directors has
authorized, and may (without previous authorization by the board of directors)
sign with such other officers as aforesaid such contracts and other instruments
as the conduct of the corporation's business in its ordinary course requires, in
each case according to the requirements of the form of the instrument, except
when a different mode of execution is expressly prescribed by the board of
directors. The assistant treasurers shall, if required by the board of directors
give bonds for the faithful discharge of their duties in such sums and with such
sureties as the board of directors shall determine.


                                   ARTICLE 6
                                INDEMNIFICATION

          6.1.  Contract With The Corporation. The provisions of Article 7 of
the corporation's certificate of incorporation shall be deemed to be a contract
between the corporation and each person who serves as such officer, director,
employee or agent in any such capacity at any time while Article 7 of the
certificate of incorporation, these by-laws and the relevant provisions of the
General Corporation Law of Delaware or other applicable laws, if any,

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are in effect, and any repeal or modification of any such law or of Article 7 of
the certificate of incorporation or of these by-laws shall not affect any rights
or obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

          6.2.  Other Rights of Indemnification.

          The indemnification and the advancement of expenses provided or
permitted by Article 7 of the corporation's certificate of incorporation shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled by law or otherwise, and shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such person.


                                   ARTICLE 7
                      LIMITATION ON DIRECTOR'S LIABILITY

          The personal liability for monetary damages to the corporation or its
stockholders of a person who serves as a director of the corporation shall be
limited to the extent provided at the time in the certificate of incorporation
of the corporation as then amended.

                                   ARTICLE 8
                    CERTIFICATES OF STOCK AND THEIR TRANSFER

          8.1.  Form And Execution Of Certificates. Every holder of stock in the
corporation shall be entitled to have a certificate signed by, or in the name
of, the corporation by the president or a vice president and by the secretary or
an assistant secretary of the corporation, certifying the number of shares
owned. Such certificates shall be in such form as may be determined by the board
of directors. During the period while more than one class of stock of

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the corporation is authorized there will be set forth on the face or back of the
certificates which the corporation shall issue to represent each class or series
of stock a statement that the corporation will furnish, without charge to each
stock holder who so requests, the designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. In case any officer, transfer agent or registrar of the
corporation who has signed, or whose facsimile signature has been placed upon,
any such certificate shall have ceased to be such officer, transfer agent or
registrar of the corporation before such certificate is issued by the
corporation, such certificate may nevertheless be issued and delivered by the
corporation with the same effect as if the officer, transfer agent or registrar
who signed, or whose facsimile signature was placed upon, such certificate had
not ceased to be such officer, transfer agent or registrar of the corporation.

          8.2.  Replacement Certificates. The board of directors may direct a
new certificate to be issued in place of any certificate evidencing shares of
stock of the corporation theretofore issued by the corporation alleged to have
been lost, stolen or destroyed, upon the making of an affidavit of the fact by
the person claiming the certificate to be lost, stolen or destroyed. When
authorizing such issue of a new certificate, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate, or his legal
representative, to advertise the same in such manner as it shall require and may
require such owner to give the corporation a bond in such sum as it may direct
as indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed. The
board of directors may delegate its authority to direct

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the issuance of replacement stock certificates to the transfer agent or agents
of the corporation upon such conditions precedent as may be prescribed by the
board.

          8.3.  Transfers Of Stock. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares of stock of the
corporation duly endorsed or accompanied by proper evidence of succession,
assignment, or other authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and re cord the transaction upon its books, provided the
corporation or a transfer agent of the corporation shall not have received a
notification of adverse interest and that the conditions of Section 8-401 of
Title 6 of the Delaware Code have been met.

          8.4.  Registered stockholders. The corporation shall be entitled to
treat the holder of record (according to the books of the corporation) of any
share or shares of its stock as the holder in fact thereof and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other party whether or not the corporation shall have
express or other notice thereof, except as expressly provided by the laws of the
State of Delaware.


                                   ARTICLE 9
                     CONTRACTS, LOANS, CHECKS AND DEPOSITS


          9.1.  Contracts. The board of directors may authorize any officer or
officers, 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; provided, however, that this
(S) 9.1 shall not be a limitation on the powers of office granted under Article
5 of these by-laws.

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<PAGE>

          9.2. Loans. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the board of directors. Such authority may be general or
confined to specific instances.

          9.3.  Checks, Drafts And Other Instruments. All checks, drafts or
other orders for the payment of money and all notes or other evidences of
indebtedness issued in the name of the corporation shall be signed by such
officer or officers or such agent or agents of the corporation and in such
manner as from time to time may be determined by the resolution of the board of
directors or by an officer or officers of the corporation designated by the
board of directors to make such determination.

          9.4.  Deposits. 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 depositaries as the board of directors, or an
officer or officers designated by the board of directors, may select.


                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

          10.1.  Dividends. Subject to any provisions of any applicable statute
or of the certificate of incorporation of the corporation, dividends may be
declared upon the capital stock of the corporation by the board of directors at
any regular or special meeting thereof; and such dividends may be paid in cash,
property or shares of stock of the corporation.

          10.2.  Reserves. Before payment of any dividends, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the board of directors from time to time, in its discretion, determines
to be proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the

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corporation, or for such other purpose as the board of directors shall determine
to be conducive to the interests of the corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

          10.3.  Voting Stock Of Other Corporations. Subject to applicable
provisions of any written agreement to which the corporation and the
stockholders of the corporation are parties and subject to specific direction of
the board of directors, the president shall have authority to represent the
corporation and to vote, on behalf of the corporation, the securities of other
corporations, both domestic and foreign, held by the corporation.

          10.4.  Fiscal Year. The fiscal year of the corporation shall begin on
the first day of January in each year and end on the last day of the next
following December.

          10.5.  Seal. The corporate seal shall have inscribed thereon the name
of the corporation and the words "Corporate Seal, Delaware". The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise applied.

          10.6.  Severability. If any provision of these by-laws, or its
application thereof to any person or circumstances, is held invalid, the
remainder of these by-laws and the application of such provision to other
persons or circumstances shall not be affected thereby.

          10.7.  Amendment. Except as otherwise provided in the certificate of
incorporation of the corporation, these by-laws may be amended or repealed, or
new by-laws may be adopted, by resolution of the board of directors of the
corporation adopted in accordance with these by-laws. These by-laws may also be
amended or repealed, or new by-laws may be adopted, by action taken by the
stockholders of the corporation subject to any applicable provision of the
certificate of incorporation of the corporation.

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