EXHIBIT 3.b

                                    BY-LAWS

                                      OF

                           UGLY DUCKLING CORPORATION

                              (the "Corporation")


                                   ARTICLE 1

                                    OFFICES

     Section 1.1  Registered Office.  The registered office of the Corporation
shall  be  in the City of Wilmington, County of New Castle, State of Delaware.

     Section  1.2    Other  Offices.  The Corporation may also have offices at
such  other  places both within and without the State of Delaware as the Board
of  Directors  or  the  officers  may  from  time  to  time  determine.

                                   ARTICLE 2

                           MEETINGS OF STOCKHOLDERS

     Section  2.1    Place  of Meetings.  Meetings of the stockholders for the
election  of directors or for any other purpose shall be held at such time and
place,  either within or without the State of Delaware, as shall be designated
from  time  to  time by the Board of Directors and stated in the notice of the
meeting  or  in  a  duly  executed  waiver  of  notice  thereof.

     Section  2.2  Annual Meetings.  The annual meetings of stockholders shall
be held on such date and at such time as shall be designated from time to time
by  the  Board  of Directors and stated in the notice of the meeting, at which
meetings the stockholders shall elect by a plurality vote members of the Board
of  Directors in the class whose term shall expire at such annual meeting, and
transact  such  other  business as may properly be brought before the meeting.
Written  notice  of the annual meeting stating the place, date and hour of the
meeting  shall  be  given to each stockholder entitled to vote at such meeting
not  less  than  ten  nor more than sixty days before the date of the meeting.

     Section  2.3  Special Meetings.  Unless otherwise prescribed by law or by
the  Certificate  of  Incorporation, special meetings of stockholders, for any
purpose  or  purposes, may be called by either the Chairman, the President, or
the  holders  of  10%  or more of the issued and outstanding shares of capital
stock  entitled  to vote thereat and shall be called by either such officer at
the  request in writing of a majority of the Board of Directors.  Such request
shall  state  the purpose or purposes of the proposed meeting.  Written notice
of  a  special meeting stating the place, date and hour of the meeting and the
purpose  or  purposes  for which the meeting is called shall be given not less
than  ten  nor  more  than  sixty  days before the date of the meeting to each
stockholder  entitled  to  vote  at  such  meeting.

     Section  2.4    Quorum.    Except  as otherwise provided by law or by the
Certificate  of  Incorporation, the holders of a majority of the capital stock
issued  and  outstanding  and  entitled  to vote thereat, present in person or
represented  by  proxy,  shall  constitute  a  quorum  at  all meetings of the
stockholders  for the transaction of business.  If, however, such quorum shall
not  be  present  or  represented  at  any  meeting  of  the stockholders, the
stockholders  entitled  to  vote  thereat, present in person or represented by
proxy,  shall  have  power  to  adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or  represented.  At such adjourned meeting at which a quorum shall be present
or  represented,  any  business  may  be  transacted  which  might  have  been
transacted  at  the  meeting as originally noticed.  If the adjournment is for
more  than thirty days, or if after the adjournment a new record date is fixed
for  the  adjourned  meeting, a notice of the adjourned meeting shall be given
not  less  than  ten nor more than sixty days before the date of the adjourned
meeting  to  each  stockholder  entitled  to  vote  at  the  meeting.

     Section  2.5   Voting.  Unless otherwise required by law, the Certificate
of  Incorporation or these By-laws, any question brought before any meeting of
stockholders  shall be decided by the vote of the holders of a majority of the
stock  represented and entitled to vote thereat.  Each stockholder represented
at a meeting of stockholders shall be entitled to cast one vote for each share
of  the capital stock entitled to vote thereat held by such stockholder.  Such
votes  may  be  cast  in  person or by proxy but no proxy shall be voted on or
after  three  years  from  its  date,  unless such proxy provides for a longer
period.    The  Board  of  Directors, in its discretion, or the officer of the
Corporation  presiding  at  a  meeting  of  stockholders,  in  such  officer's
discretion,  may  require that any votes cast at such meeting shall be cast by
written  ballot.

     Section  2.6   List of Stockholders Entitled to Vote.  The officer of the
Corporation  who  has  charge  of  the  stock  ledger of the Corporation shall
prepare  and  make,  at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting,  either  at  a place within the city where the meeting is to be held,
which  place  shall  be  specified in the notice of the meeting, or, if not so
specified,  at the place where the meeting is to be held.  The list shall also
be  produced  and  kept  at the time and place of the meeting during the whole
time  thereof,  and may be inspected by any stockholder of the Corporation who
is  present.

     Section  2.7  Stock Ledger.  The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger,  the  list required by Section 2.6 or the books of the Corporation, or
to  vote in person or by proxy at any meeting of stockholders.  Any good faith
decision  in  regard to such matters by the officer of the Corporation who has
charge of the stock ledger of the Corporation, which may be the Secretary, any
Assistant Secretary or any other appropriate officer of the Corporation, shall
be  final.

     Section  2.8  Nomination of Directors.  Only persons who are nominated in
accordance  with  the  following  procedures shall be eligible for election as
directors  of  the  Corporation.    Nominations of persons for election to the
Board of Directors may be made at any annual meeting of stockholders (a) by or
at  the direction  of the Board of Directors (or any duly authorized committee
thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this Section
2.8  and  on the record date for the determination of stockholders entitled to
vote  at  such annual meeting and (ii) who complies with the notice procedures
set  forth  in  this  Section  2.8.

In  addition to any other applicable requirements, for a nomination to be made
by  a  stockholder,  such stockholder must have given timely notice thereof in
proper  written form to the Secretary of the Corporation, as prescribed below.

     No  person shall be elected to the Board of Directors of this Corporation
at  an  annual meeting of the stockholders, or at a special meeting called for
that  purpose,  unless, with respect to a person nominated by a stockholder of
the  Corporation,  a  written  notice  of  nomination  of  such  person by the
stockholder  shall  have  been received by the Secretary of the Corporation at
least  ninety  (90)  days  prior  to  the  anniversary date of the immediately
preceding  annual meeting if an annual meeting, or seven (7) days after notice
of  the  meeting  is  mailed  to stockholders if a special meeting.  Each such
notice  shall  set  forth:  (a)  the  name  and address of the stockholder who
intends  to  make the nomination and of the person or persons to be nominated;
(b)  a  representation  that the stockholder is a holder of record of stock of
the  Corporation  entitled  to  vote  at such meeting (including the number of
shares  of  stock  of  the Corporation owned beneficially or of record by such
stockholder and the nominee or nominees) and intends to appear in person or by
proxy  at  the  meeting  to  nominate  the  person or persons specified in the
notice;  (c)  a  description of all arrangements or understandings between the
stockholders  and  each  nominee  and any other person or persons (naming such
person  or  persons) pursuant to which the nomination or nominations are to be
made  by  the  stockholder;  (d) such other information regarding each nominee
proposed  by  such stockholder as would have been required to be included in a
proxy  statement  filed  pursuant  to  the  proxy  rules of the Securities and
Exchange  Commission  had  each  nominee  been  nominated,  or  intended to be
nominated,  by  the Board of Directors; and (e) the consent of each nominee to
serve  as  a  director  of  the  Corporation  if  so  elected.

     No person shall be eligible for election as a director of the Corporation
unless  nominated  in accordance with the procedures set forth in this Section
2.8.  If the Chairman of the meeting determines that a nomination was not made
in accordance with the foregoing procedures, the Chairman shall declare to the
meeting  that the nomination was defective and such defective nomination shall
be  disregarded.

     Notwithstanding  compliance  with  the foregoing provisions, the Board of
Directors  shall not be obligated to include information as to any stockholder
nominee  for  director  in  any proxy statement or other communication sent to
stockholders.

     Section  2.9  Business at Annual Meetings.  No business may be transacted
at  an  annual meeting of stockholders, other than business that is either (a)
specified  in the notice of meeting (or any supplement thereto) given by or at
the  direction  of  the  Board  of Directors (or any duly authorized committee
thereof),  (b)  otherwise  properly brought before the annual meeting by or at
the  direction  of  the  Board  of Directors (or any duly authorized committee
thereof)  or  (c)  otherwise properly brought before the annual meeting by any
stockholder  of the Corporation (i) who is a stockholder of record on the date
of the giving of the notice provided for in this Section 2.9 and on the record
date  for  the  determination  of stockholders entitled to vote at such annual
meeting  and  (ii)  who  complies with the notice procedures set forth in this
Section  2.9.

     In  addition  to  any  other  applicable requirements, for business to be
properly  brought  before an annual meeting by a stockholder, such stockholder
must  have given timely notice thereof in proper written form to the Secretary
of  the  Corporation.

     To  be  timely, a stockholder's notice to the Secretary must be delivered
to  or  mailed  and received at the principal executive offices of the Company
not  less  than  sixty  (60)  days nor more than ninety (90) days prior to the
anniversary  date of the immediately preceding annual meeting of stockholders;
provided,  however,  that in the event that the annual meeting is called for a
date  that  is  not  within  thirty (30) days before or after such anniversary
date,  notice by the stockholder in order to be timely must be so received not
later  than  the close of business on the tenth day following the day on which
such  notice  of  the  date  of  the  annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first occurs.

     To  be  in  proper  written form, a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring before the
annual  meeting  (i) a brief description of the business desired to be brought
before  the annual meeting and the reasons for conducting such business at the
annual  meeting,  (ii)  the name and record address of such stockholder, (iii)
the  class  or series and number of shares of capital stock of the Corporation
that  are  owned  beneficially  or  of  record  by  such  stockholder,  (iv) a
description of all arrangements or understandings between such stockholder and
any  other  person  or  persons (including their names) in connection with the
proposal  of  such  business  by such stockholder and any material interest of
such  stockholder  in  such  business  and  (v)  a  representation  that  such
stockholder  intends  to appear in person or by proxy at the annual meeting to
bring  such  business  before  the  meeting.

     No  business  shall  be  conducted  at the annual meeting of stockholders
except  business  brought  before  the  annual  meeting in accordance with the
procedures  set  forth  in  this  Section  2.9,  provided, however, that, once
business  has  been  properly  brought before the annual meeting in accordance
with  such procedures, nothing in this Section 2.9 shall be deemed to preclude
discussion  by  any  stockholder  of any such business.  If the Chairman of an
annual  meeting  determines  that business was not properly brought before the
annual meeting in accordance with the foregoing procedures, the Chairman shall
declare  to  the meeting that the business was not properly brought before the
meeting  and  such  business  shall  not  be  transacted.

                                   ARTICLE 3

                                   DIRECTORS

     Section  3.1    Duties  and  Powers.    The  business  and affairs of the
Corporation shall be managed and controlled by a Board of Directors, which may
exercise  all  such  powers of the Corporation and do all such lawful acts and
things  as  are  not  by  statute or by the Certificate of Incorporation or by
these  By-laws  directed  or  required  to  be  exercised  or  done  by  the
stockholders.

     Section  3.2   Number.  The first Board of Directors shall consist of the
persons  named  in  the  Certificate  of Incorporation.  Thereafter, the Board
shall  consist  of  not less than one (1) nor more than nine (9) members.  The
Board of Directors will have the power to increase or decrease its size within
the  aforesaid  limits  and  to  fill  any  vacancies  that  may  occur in its
membership,  whether  resulting  from  an increase in the size of the Board or
otherwise.

     Section  3.3    Election  of  Directors.  Directors shall be elected by a
plurality  of the votes cast at annual meetings of stockholders.  Any director
may  resign at any time upon notice to the Corporation.  Directors need not be
stockholders.    Each  director  elected  shall  hold  office until his or her
successor  is  duly  elected  and  qualified.

     Section  3.4    Meetings.   The Board of Directors of the Corporation may
hold  meetings both regular and special, either within or without the State of
Delaware.    Regular  meetings  of  the Board of Directors may be held without
notice  at  such time and at such place as may from time to time be determined
by  the Board of Directors.  Special meetings of the Board of Directors may be
called by the Chairman or the President or by a majority of the directors then
in  office.    Notice  thereof stating the place, date and hour of the meeting
shall be given to each director either by mail not less than forty-eight hours
before  the  date  of  the  meeting,  by  telephone,  facsimile or telegram on
twenty-four  hours' notice, or on such shorter notice as the person or persons
calling  such  meeting may deem necessary or appropriate in the circumstances.

     Section 3.5  Quorum.  Except as may be otherwise specifically provided by
law, the Certificate of Incorporation or these By-laws, at all meetings of the
Board  of  Directors,  a  majority  of  the  entire  Board  of Directors 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.  If a quorum shall not be present at any
meeting  of  the Board of Directors, 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.

     Section  3.6    Actions  of  Board.    Unless  otherwise  provided by the
Certificate  of  Incorporation  or  these  By-laws,  any  action  required  or
permitted  to  be  taken  at  any  meeting of the Board of Directors or of any
committee  thereof  may  be taken without a meeting, if all the members of the
Board  of  Directors  or  committee,  as  the  case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of  the  Board  of  Directors  or  committee.

     Section 3.7  Meetings by Means of Conference Telephone.  Unless otherwise
provided  by the Certificate of Incorporation or these By-laws, members of the
Board    of   Directors of the Corporation, or any committee designated by the
Board  of Directors, may participate in a meeting of the Board of Directors or
such  committee  by  means of a conference telephone or similar communications
equipment  by means of which all persons participating in the meeting can hear
each  other, and participation in a meeting pursuant to this Section 3.6 shall
constitute  presence  in  person  at  such  meeting.

     Section  3.8    Committees.    The  Board of Directors may, by resolution
passed  by  a majority of the entire Board of Directors, designate one or more
committees,  each  committee to consist of one or more of the directors of the
Corporation.    The  Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member  at  any  meeting  of  any  such  committee.    In  the  absence  or
disqualification  of  a  member  of  a  committee,  and  in  the  absence of a
designation  by  the  Board of Directors of an alternate member to replace the
absent  or  disqualified  member, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute
a  quorum, may unanimously appoint another member of the Board of Directors to
act  at  the  meeting  in  the  place of any absent or disqualified member.  A
majority of the members of a committee, including any alternate members, shall
constitute  a  quorum of such committee.  Any committee, to the extent allowed
by  law and provided in the resolution establishing such committee, shall have
and may exercise all the powers and authority of the Board of Directors in the
management  of  the  business  and affairs of the Corporation.  Each committee
shall keep regular minutes and report to the Board of Directors when required.

     Section  3.9  Compensation.  The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary  as director.  No such payment shall preclude any director from serving
the  Corporation  in  any  other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending  committee  meetings.  In addition, the Board of Directors may adopt
one  or  more director compensation plans using securities of the Corporation.

     Section  3.10   Interested Directors.  No contract or transaction between
the  Corporation  and one or more of its directors or officers, or between the
Corporation  and  any  other  corporation,  partnership, association, or other
organization  in  which one or more of its directors or officers are directors
or  officers,  or  have a financial interest, shall be void or voidable solely
for  this  reason,  or solely because the director or officer is present at or
participates  in  the  meeting  of the Board of Directors or committee thereof
which  authorizes  the  contract  or  transaction,  or  solely  because  such
director's  vote  is  counted for such purpose if (i) the material facts as to
such director's relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the committee, and the
Board  of  Directors  or  committee  in  good faith authorizes the contract or
transaction  by  the  affirmative  votes  of  a  majority of the disinterested
directors,  even  though the disinterested directors be less than a quorum; or
(ii)  the material facts as to such director's relationship or interest and as
to  the contract or transaction are disclosed or are known to the stockholders
entitled  to  vote  thereon,  and  the contract or transaction is specifically
approved  in  good faith by vote of the stockholders; or (iii) the contract or
transaction  is  fair  as  to the Corporation as of the time it is authorized,
approved  or  ratified,  by the Board of Directors, a committee thereof or the
stockholders.  Interested directors may be counted in determining the presence
of  a  quorum  at  a meeting of the Board of Directors or of a committee which
authorizes  the  contract  or  transaction.

                                   ARTICLE 4

                                   OFFICERS

     Section 4.1  General.  The officers of the Corporation shall be chosen by
the  Board  of  Directors  and  may  include  a  President,  a Secretary and a
Treasurer.    The  Board  of  Directors,  in its discretion, may also choose a
Chairman  of  the  Board of Directors (who must be a director) and one or more
Vice  Presidents,  Assistant  Secretaries,  Assistant  Treasurers  and  other
officers.    Any  number  of  offices  may  be held by the same person, unless
otherwise  prohibited  by  law,  the  Certificate  of  Incorporation  or these
By-laws.    The  officers  of  the Corporation need not be stockholders of the
Corporation nor, except in the case of the Chairman of the Board of Directors,
need  such  officers  be  directors  of  the Corporation.  The officers of the
Corporation  may  sign  and  execute  documents  on behalf of the Corporation,
whether  requiring  a seal or otherwise, when authorized by these By-laws, the
Board  of  Directors,  the  Chairman  or  President.

     Section  4.2  Election.  The Board of Directors at its first meeting held
after  each  annual  meeting  of  stockholders shall elect the officers of the
Corporation  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  of  Directors;  and all officers of the Corporation shall hold
office until their successors are chosen and qualified, or until their earlier
resignation  or removal.  Any officer elected by the Board of Directors may be
removed  at  any  time  by  the affirmative vote of a majority of the Board of
Directors.    Any  vacancy occurring in any office of the Corporation shall be
filled  by  the  Board  of  Directors.    The  salaries of all officers of the
Corporation  shall  be  fixed  by  the  Board  of  Directors or by a committee
thereof.

     Section  4.3    Voting  Securities  Owned  by the Corporation.  Powers of
attorney,  proxies,  waivers  of  notice  of  meeting,  consents  and  other
instruments relating to securities owned by the Corporation may be executed in
the name of and on behalf of the Corporation by the Chairman, President or any
Vice  President  and any such officer may, in the name of and on behalf of the
Corporation,  take  all  such action as any such officer may deem advisable to
vote  in  person  or  by  proxy  at  any  meeting  of  security holders of any
corporation  in  which  the  Corporation  may  own  securities and at any such
meeting  shall  possess and may exercise any and all rights and power incident
to  the  ownership  of  such  securities  and which, as the owner thereof, the
Corporation  might  have  exercised  and  possessed  if present.  The Board of
Directors  may,  by  resolution, from time to time confer like powers upon any
other  person  or  persons.

     Section  4.4    Chairman  of the Board of Directors.  The Chairman of the
Board  of  Directors,  if  there  be one, shall preside at all meetings of the
stockholders  and  of the Board of Directors.  The Chairman shall be the Chief
Executive Officer of the Corporation, and except where by law the signature of
the  President  is  required,  the  Chairman  of  the Board of Directors shall
possess  the  same  power as the President to sign all contracts, certificates
and  other instruments of the Corporation which may be authorized by the Board
of Directors.  During the absence or disability of the President, the Chairman
of  the Board of Directors shall exercise all the powers and discharge all the
duties  of  the  President.  The Chairman of the Board of Directors shall also
perform  such  other duties and may exercise such other powers as from time to
time  may  be  assigned  to  the  Chairman by these By-laws or by the Board of
Directors.   All officers of the Corporation shall be under the supervision of
the  Chairman,  if there be one, and shall perform all such duties as shall be
assigned  by  the  Chairman.

     Section  4.5    President.   The President, if there shall be one, shall,
subject  to  the  control  of the Board of Directors and, if there be one, the
Chairman  of  the Board of Directors, have general supervision of the business
of  the Corporation and shall see that all orders and resolutions of the Board
of  Directors  are  carried  into effect.  In the absence or disability of the
Chairman  of  the Board of Directors, or if there be none, the President shall
preside  at  all  meetings of the stockholders and the Board of Directors.  If
there  be  no  Chairman  of the Board of Directors, the President shall be the
Chief  Executive Officer of the Corporation.  The President shall also perform
such  other duties and may exercise such other powers as from time to time may
be assigned to the President by these By-laws, by the Board of Directors or by
the  Chairman.

     Section  4.6  Vice Presidents.  At the request of the President or in the
President's absence or in the event of the President's inability or refusal to
act  (and  if  there  be  no  Chairman  of  the  Board of Directors), the Vice
President  or  the  Vice  Presidents  if  there is more than one (in the order
designated  by  the  Board  of  Directors)  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.  Each Vice President shall perform
such  other  duties  and  have  such  other  powers as the Board of Directors,
Chairman  and/or  the  President  from  time  to  time  may  prescribe.

     Section  4.7   Secretary.  The Secretary shall attend all meetings of the
Board  of  Directors  and  all  meetings  of  stockholders  and record all the
proceedings  thereat  in  a  book  or  books  to be kept for that purpose; the
Secretary  shall  also  perform  like  duties for the standing committees when
requested  or  appropriate.    The Secretary shall give, or cause to be given,
notice  of  all meetings of the stockholders and special meetings of the Board
of  Directors, and shall perform such other duties as may be prescribed by the
Board  of  Directors, Chairman or President.  If the Secretary shall be unable
or  shall  refuse  to  cause  to  be  given  notice  of  all  meetings  of the
stockholders  and  special meetings of the Board of Directors, and if there be
no  Assistant  Secretary,  then either the Board of Directors or the President
may  choose  another  officer to cause such notice to be given.  The Secretary
shall  have  custody  of the seal of the Corporation, if there is one, and the
Secretary  or  any Assistant Secretary, shall have authority to affix the same
to  any instrument requiring it and when so affixed, it may be attested by the
signature  of  the  Secretary  or by the signature of any Assistant Secretary.
The  Board  of  Directors  may  give general authority to any other officer to
affix the seal of the Corporation and to attest the affixing by such officer's
signature.    The  Secretary  shall  see  that all books, reports, statements,
certificates  and  other  documents  and records required by law to be kept or
filed  are  properly  kept  or  filed,  as  the  case  may  be.

     Section 4.8  Treasurer.  The Treasurer shall supervise the maintenance of
the  corporate  funds and securities and shall keep full and accurate accounts
of  receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the  Corporation  in  such  depositories  as may be designated by the Board of
Directors  or  Chairman.    The  Treasurer  shall  disburse  the  funds of the
Corporation as may be ordered by the Board of Directors, Chairman or President
for  such  disbursements,  and shall render to the Chairman, President and the
Board of Directors, at its regular meetings, or when the Board of Directors or
Chairman  so  requires, an account of all transactions as Treasurer and of the
financial  condition  of  the  Corporation.   The Treasurer shall perform such
other  duties  and have such powers as the Board of Directors, Chairman and/or
President  from  time  to  time  may  prescribe.   If required by the Board of
Directors or Chairman, the Treasurer shall give the Corporation a bond in such
sum  and with such surety or sureties as shall be satisfactory to the Board of
Directors  or  Chairman  for  the  faithful  performance of the duties of such
office  and for the restoration to the Corporation, in case of the Treasurer's
death,  resignation,  retirement or removal from office, of all books, papers,
vouchers,  money  and  other  property  of  whatever  kind  in the Treasurer's
possession  or  under  such  officer's  control  belonging to the Corporation.

     Section  4.9   Assistant Secretaries.  Assistant Secretaries, if there be
any,  shall  perform such duties and have such powers as from time to time may
be  assigned  to  them by the Board of Directors, the Chairman, the President,
any  Vice  President, if there be one, or the Secretary, and in the absence of
the  Secretary or in the event of such officer's disability or refusal to act,
shall  perform the duties of the Secretary, and when so acting, shall have all
the  powers  of  and  be  subject  to all the restrictions upon the Secretary.

     Section  4.10    Assistant Treasurers.  Assistant Treasurers, if there be
any,  shall  perform such duties and have such powers as from time to time may
be  assigned  to  them by the Board of Directors, the Chairman, the President,
any  Vice  President, if there be one, or the Treasurer, and in the absence of
the  Treasurer or in the event of such officer's disability or refusal to act,
shall  perform the duties of the Treasurer, and when so acting, shall have all
the  powers  of and be subject to all the restrictions upon the Treasurer.  If
required  by  the Board of Directors or Chairman, an Assistant Treasurer shall
give  the  Corporation  a bond in such sum and with such surety or sureties as
shall  be  satisfactory to the Board of Directors or Chairman for the faithful
performance  of the duties of such officer's office and for the restoration to
the  Corporation,  in  case  of  the Assistant Treasurer's death, resignation,
retirement  or  removal from office, of all books, papers, vouchers, money and
other  property  of  whatever  kind in such officer's possession or under such
officer's  control  belonging  to  the  Corporation.

     Section  4.11    Other  Officers.    Such  other officers as the Board of
Directors  may  choose  shall perform such duties and have such powers as from
time  to  time may be assigned to them by the Board of Directors, Chairman, or
President.    The  Board of Directors may delegate to any other officer of the
Corporation  the  power  to  choose such other officers and to prescribe their
respective  duties  and  powers.

                                   ARTICLE 5

                                     STOCK

     Section  5.1    Form  of  Certificates.    Every  holder  of stock in the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation  (i) by the Chairman of the Board of Directors, the President or a
Vice  President  and  (ii)  by the Treasurer or an Assistant Treasurer, or the
Secretary  or an Assistant Secretary of the Corporation, certifying the number
of  shares  owned  by  such  holder  in  the  Corporation.

     Section  5.2   Signatures.  Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other  than  the  Corporation  or  its  employee,  any  other signature on the
certificate  may  be  a  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  such officer, transfer agent or
registrar  at  the  date  of  issue.

     Section  5.3    Lost  Certificates.    The  Secretary  may  direct  a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an  affidavit  of that fact by the person claiming the certificate of stock to
be  lost,  stolen  or  destroyed.    When  authorizing  such  issue  of  a new
certificate,  the  Secretary  may,  in  such  officer's  discretion  and  as a
condition  precedent  to the issuance thereof, require the owner of such lost,
stolen  or  destroyed  certificate,  or  such owner's legal representative, to
advertise  the  same  in  such manner as the Secretary shall require and/or 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.

     Section  5.4   Transfers.  Stock of the Corporation shall be transferable
in  the  manner  prescribed  by  law and in these By-laws.  Transfers of stock
shall  be made on the books of the Corporation only by the person named in the
certificate  or  by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, which shall be canceled before
a  new  certificate  shall  be  issued.

     Section  5.5    Record Date.  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, or entitled to receive payment of any
dividend  or  other  distribution  or  allotment of any rights, or 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,
in  advance,  a  record date, which shall not be more than sixty days nor less
than  ten days before the date of such meeting, nor more than sixty days prior
to  any  other  action.  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.

     Section  5.6    Beneficial  Owners.  The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of  shares to receive dividends, and to vote as such owner, and to hold liable
for  calls  and  assessments  a person registered on its books as the owner of
shares, 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 person, whether or
not  it  shall  have  express  or  other  notice  thereof, except as otherwise
provided  by  law.

                                   ARTICLE 6

                                    NOTICES

     Section  6.1    Notices.  Whenever written notice is required by law, the
Certificate  of  Incorporation  or these By-laws, to be given to any director,
member  of  a  committee  or  stockholder,  such  notice may be given by mail,
addressed  to  such  director,  member  of a committee or stockholder, at such
person's address as it appears on the records of the Corporation, with postage
thereon  prepaid  or  such  notice  may  be  given  personally,  by facsimile,
overnight  delivery,  telegram,  telex, or cable at such address.  Such notice
shall be deemed to be given at the earlier of receipt of such notice or at the
time  when  the same shall be deposited in the United States mail or otherwise
transmitted.

     Section  6.2  Waivers of Notice.  Whenever any notice is required by law,
the  Certificate  of  Incorporation  or  these  By-laws,  to  be  given to any
director,  member  of a committee or stockholder, a waiver thereof in writing,
signed  by  the  person  or persons entitled to said notice, whether before or
after  the  time  stated  therein,  shall  be  deemed  equivalent  thereto.

                                   ARTICLE 7

                              GENERAL PROVISIONS

     Section  7.1    Dividends.    Dividends  upon  the  capital  stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any,  may  be  declared  by  the  Board of Directors at any regular or special
meeting,  and  may  be  paid in cash, in property, or in shares of the capital
stock.    Before  payment  of  any dividend, 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 absolute discretion, deems proper as a
reserve  or  reserves  for  any proper purpose, and the Board of Directors may
modify  or  abolish  any  such  reserve.

     Section 7.2  Disbursements.  All checks or demands for money and notes of
the  Corporation  shall  be  signed  by such officer or officers or such other
person  or  persons as the Board of Directors may from time to time designate.

     Section  7.3    Fiscal Year.  The fiscal year of the Corporation shall be
fixed  by  resolution  of  the  Board  of  Directors.

     Section  7.4  Corporate Seal.  The Corporation may have a corporate seal,
which  shall  have inscribed thereon the words "Corporate Seal".  The seal may
be  used  by  causing  it or a facsimile thereof to be impressed or affixed or
reproduced  or  otherwise.    However,  nothing  in  these  By-laws  or in the
Certificate  of Incorporation of the Corporation shall be construed to require
a  corporate  seal  to  be  affixed  to  any  document.


                                   ARTICLE 8

                                  AMENDMENTS

     Section  8.1  These By-laws may be altered, amended or repealed, in whole
or  in part, or new By-laws may be adopted by the stockholders or by the Board
of  Directors;  provided,  however, that notice of such alteration, amendment,
repeal  or  adoption of new By-laws be contained in the notice of such meeting
of stockholders or Board of Directors as the case may be.  All such amendments
must  be  approved  by  either  the  holders  of a majority of the outstanding
capital stock entitled to vote thereon or by a majority of the entire Board of
Directors  then  in  office.

     Section  8.2   Entire Board of Directors.  As used in this Article and in
these  By-laws generally, the term "entire Board of Directors" means the total
number  of  directors  which  the  Corporation  would  have  if  there were no
vacancies.




































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