Exhibit
3.3











STERLING CONSTRUCTION COMPANY,
INC.




By-Laws




(As
Amended Through November 7, 2007)


(Reflects
the Change of Name on November 12, 2001)





Sterling
Construction Company, Inc.





By-Laws





Table
of Contents





ARTICLE
      I:  OFFICES
            1Section
      1.  Principal Office
            1Section
      2.  Registered Office
            1Section
      3.  Other Offices
            1ARTICLE
      II:  MEETINGS OF STOCKHOLDERS
            1Section
      1.  Place of Meetings
            1Section
      2.  Notice of Meetings
            1Section
      3.  Annual Meetings
            1Section
      4.  Special Meetings
            1Section
      5.  Quorum
            1Section
      6.  Voting
            2Section
      7.  Nomination of Director Candidates
            2Section
      8.  List of Stockholders Entitled to Vote
            2Section
      9.  Stock Ledger
            2Section
      10.  Organization of Stockholders' Meetings
            2Section
      11.  Order of Business
            2ARTICLE
      III:  DIRECTORS
            3Section
      1.  Number and Election of Directors
            3Section
      2.  Vacancies
            3Section
      3.  Duties and Powers
            3Section
      4.  Meetings
            3Section
      5.  Order of Business
            3Section
      6.  Quorum
            3Section
      7.  Actions of Board
            4Section
      8.  Meetings by Means of Conference Telephone
            4Section
      9.  Committees
            4Section
      10.  Compensation
            4Section
      11.  Interested Directors
            4Section
      12.  Removal of Directors
            5Section
      13.  Election of Officers
            5ARTICLE
      IV:  OFFICERS AND AGENTS
            5Section
      1.  Officers
            5Section
      2.  Removal of Officers
            5Section
      3.  Agents and Employees
            5Section
      4.  Power and Duties of the Chairman of the
Board
            5Section
      5.  Powers and Duties of the President
            6







Section
      6.  Vice Presidents
            6Section
      7.  Secretary
            6Section
      8.  Assistant Secretary
            6Section
      9.  Treasurer
            6Section
      10.  Assistant Treasurer
            7Section
      11.  Corporate Comptroller
            7Section
      12.  Other Officers
            7Section
      13.  Voting Securities Owned by the Corporation
            7ARTICLE
      V:  STOCK
            7Section
      1.  Form of Certificates
            7Section
      2.  Lost Certificates
            7Section
      3.  Transfer of Certificated Stock
            8Section
      4.  Transfer of Uncertificated Stock
            8Section
      5.  Record Date
            8Section
      6.  Ownership of Capital Stock
            8ARTICLE
      VI:  NOTICES
            8Section
      1.  Notices
            8Section
      2.  Waivers of Notice
            9ARTICLE
      VII:  GENERAL PROVISIONS
            9Section
      1.  Dividends
            9Section
      2.  Disbursements
            9Section
      3.  Fiscal Year
            9Section
      4.  Corporate Seal
            9Section
      5.  Form of Records
            9ARTICLE
      VIII:  AMENDMENTS
            9Section
      1
            9Section
      2.  Entire Board of Directors
            9





STERLING CONSTRUCTION COMPANY,
INC.


(Hereinafter
called the "Corporation")





BY-LAWS





ARTICLE
I:  OFFICES





Section 1.  Principal
Office.  The principal office of the Corporation is located at
3513 Concord Pike, Wilmington, Delaware 19803.





Section 2.  Registered
Office.  The registered office of the Corporation in the State
of Delaware shall be c/o The Corporation Trust Company, 1209 Orange Street,
Wilmington, County of New Castle, Delaware 19801.





Section 3.  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
may from time to time determine.





ARTICLE
II:  MEETINGS OF STOCKHOLDERS





Section 1.  Place of
Meetings.  Meetings of the stockholders for the election of
directors or for any other purpose shall be held at the principal office of the
Corporation or such other 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.  Notice of
Meetings.  Written notice of Annual and Special Meetings
stating the place, date and hour of the meeting, and in the case of Special
Meetings, the business to be transacted at such 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 3.  Annual
Meetings.  The Annual Meeting of Stockholders shall be held on
such date and at such time and place as may only be designated by the Board of
Directors from time to time pursuant to a resolution adopted by a majority of
the entire Board of Directors (as defined in Article VIII, Section
2).  The date, time and place of the Annual Meeting of Stockholders
shall be stated in the notice of the meeting, and at such Annual Meeting the
stockholders shall elect a class of the Board of Directors as set forth in the
Certificate of Incorporation, and shall transact such other business as may
properly be brought before the meeting.  Such meeting may adjourn to a
later date, and no notice of the adjourned meeting shall be necessary if the
place, date, and time thereof are announced at the meeting at which the
adjournment is taken; provided, however, that if the date of any adjourned
meeting is more than thirty days after the date for which the meeting was
originally noticed, or if a new record date is fixed for the adjourned meeting,
written notice of the date, time and place of the adjourned meeting shall be
given to each stockholder entitled to vote at the meeting in conformity
herewith.  At any adjourned meeting, any business may be transacted
which might have been transacted at the original meeting.





Section 4.  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 only by the Board of Directors pursuant to a
resolution adopted by a majority of the entire Board of
Directors.  The notice of Special Meetings shall state the business to
be transacted, and no business other than that included in the notice or
incidental thereto shall be transacted at such meeting.  Such meeting
may adjourn to a later date, and no notice of the adjourned meeting shall be
necessary if the place, date, and time thereof are announced at the meeting at
which the adjournment is taken; provided, however, that if the date of any
adjourned meeting is more than thirty days after the date for which the meeting
was originally noticed, or if a new record date is fixed for the adjourned
meeting, written notice of the place, date and time of the adjourned meeting
shall be given to each stockholder entitled to vote at the meeting in conformity
herewith.  At any adjourned meeting, any business may be transacted
which might have been transacted at the original meeting.





Section
5.  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; provided, however, that if the date of any adjourned meeting is
more than 30 days after the date for which the meeting was originally noticed,
or if a new record date is fixed for the adjourned meeting, a written notice of
the place, date, and time of the adjourned meeting shall be given to each
stockholder entitled to vote at the meeting in conformity
herewith.  At any 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.





Section
6.  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.  All votes for directors cast at any
meeting of stockholders shall be by written ballot.  No action
required or permitted to be taken by the stockholders of the Corporation may be
effected by any written consent by such stockholders without a
meeting.





Section 7.  Nomination of
Director Candidates.  Subject to the rights of holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, nominations for the election of directors may be
made by the Board of Directors or a committee appointed for that purpose by the
Board of Directors or by any stockholder entitled to vote in the election of
directors generally.





Section 8.  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 9.  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 8 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of
stockholders.





Section 10.  Organization
of Stockholders' Meetings.  At every meeting of the
stockholders, the Chairman of the Board of the Corporation, or, in his absence,
the President, or, if both offices shall be held by the same person, any Vice
President shall call the meetings of the stockholders to order and shall act as
chairman of such meetings, and the Secretary of the Corporation, or, in the
absence of the Secretary, any Assistant Secretary or other person designated by
the chairman of the meeting, shall act as Secretary of such
meetings.  In the absence of such officers, or any one of them, the
meeting shall designate the Chairman and/or Secretary, as the case may
be.





Section 11.  Order of
Business.  No formal order of business need be followed in any
meeting, Annual or Special, of the stockholders; provided, that at any Special
Meeting no business other than that included in the notice of the Special
Meeting or incidental thereto shall be transacted.


Page 2 of
9


ARTICLE
III:  DIRECTORS





Section 1.  Number and
Election of Directors.  The number of directors of the
Corporation which shall constitute the entire Board of Directors shall be the
number fixed by the Board of Directors from time to time in accordance with the
Certificate of Incorporation.





Except as
otherwise provided in this Section 1 or Section 2 of this Article III, each
director shall be elected by the vote of a majority of the votes cast with
respect to such director at any meeting of stockholders held for the election of
directors at which a quorum is present; provided however, that if the
number of nominees for director exceeds the number of directors to be elected,
the directors shall be elected by the vote of a plurality of the votes cast at
any such meeting.  For purposes of this Section 1, "a majority of the
votes cast" means that the number of shares voted for a director exceeds the
number of shares voted against that director.





The
Corporation's Corporate Governance & Nominating Committee (the "CGNC") shall establish
procedures pursuant to which any incumbent director-nominee who is not
re-elected and for whom a successor is not elected at a meeting of stockholders
held for the election of directors shall offer to tender his or her resignation
to the Board of Directors.  The CGNC will then make a recommendation
to the Board as to whether to accept or reject the offer of resignation, or
whether other action should be taken.  The Board of Directors will act
on the CGNC’s recommendation promptly after it has been received.





Each
director shall hold office until the expiration of the term for which such
director was elected and until his successor is duly elected and qualified, or
until his earlier death, resignation or removal.  If for any reason a
board of directors is not elected at an Annual Meeting of Stockholders,
directors may be elected as soon thereafter as convenient at a Special Meeting
of Stockholders called for that purpose in the manner provided in these
By-Laws.





Section
2.  Vacancies.  Vacancies and newly created
directorships resulting from any increase in the authorized number of directors,
death, resignation, retirement, removal from office, disqualification or other
cause may be filled by the directors then in office in accordance with the
Certificate of Incorporation.





Section 3.  Duties and
Powers.  The business of the Corporation shall be managed by or
under the direction of the 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
4.  Meetings.  The Annual Meeting of the Board of
Directors shall be held immediately following the regular Annual Meeting of
Stockholders, at the same place.  Other regular meetings of the Board
of Directors may be held, either within or without the State of Delaware,
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 of the Board, the President, or if
both offices be held by the same person, any Vice President, or any two
directors.  Notice thereof stating the place, date and hour of the
meeting shall be given to each director either by mail not less than three days
before the date of the meeting, by telephone or telegram on twenty- four (24)
hours' notice, or on such shorter notice as the person or persons calling such
meeting may deem necessary or appropriate under the
circumstances.  Such notice shall state the matters expected to come
before the meeting.





Section 5.  Order of
Business.  No formal order of business need be followed in any
meeting of the Directors, either regular or special.





Section
6.  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.


Page 3 of
9


Section 7.  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 8.  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 8 shall constitute
presence in person at such meeting.





Section
9.  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 two 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 she 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.  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
10.  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.





Section 11.  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 his or her or their votes are counted for such
purpose if (i) the material facts as to his or her or their 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 his or her or their
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.  Common or 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.


Page 4 of
9


Section 12.  Removal of
Directors.  Subject to the rights of the holders of any series
of Preferred Stock then outstanding, any director, or all directors, may be
removed from office at any time, but only for cause and only by the affirmative
vote of the holders of at least three-quarters of the voting power of all the
then-outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting by written ballot together as a
single class at a meeting duly called for such purpose.





Section 13.  Election of
Officers.  The directors shall elect the Chairman of the Board,
President, Vice Presidents, Treasurer, Secretary and Comptroller of the
Corporation, and may elect all other officers and agents, or, as to the latter,
may delegate their election to an officer and/or officers of the
Corporation.  In addition to the foregoing officers, the Board of
Directors may designate such other officers or officials as from time to time
may be deemed advisable, and may prescribe their duties.  The
directors shall have the power to fix salaries of all officers, agents and
employees of the Corporation, but in the absence of action by the directors,
such power shall be vested in the Chairman of the Board, except as to his own
salary and that of the President.





ARTICLE
IV:  OFFICERS AND AGENTS





Section
1.  Officers.  Officers of the Corporation shall be a
Chairman of the Board, a President, one or more Vice Presidents, a Secretary, a
Treasurer and a Corporation Comptroller, all of whom shall be chosen by the
Board of Directors, and, if from time to time designated and chosen by the Board
of Directors, an Assistant Secretary and an Assistant Treasurer.  The
Chairman of the Board and the President shall be chosen from among the
directors.  Any two of the above named offices, except those of the
President and Secretary, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity, if such
instrument is required by law or by these By-Laws to be executed, acknowledged,
verified, or countersigned by any two or more officers.  The foregoing
officers shall hold office until the next regular Annual Meeting of the Board of
Directors, held after the Annual Meeting of Stockholders, and until their
successors are elected and qualified, subject, however, to removal, as herein
elsewhere set forth.  Any duty to be performed by an officer of the
Corporation may be performed by his duly authorized assistant
officer.  In its discretion, the Board of Directors may leave unfilled
for any period as it may fix by resolution any office except those of President,
Treasurer and Secretary.  In its discretion, the Board of Directors
may create additional offices, including Vice Presidents, with such duties and
powers as shall be determined from time to time by the Board of Directors, and
may designate individuals to fill such other offices.





Section 2.  Removal of
Officers.  Any and all officers of the Corporation may be
removed at any time and their successors elected by a majority vote of the Board
of Directors at any regular or special meeting of the Directors.





Section 3.  Agents and
Employees.  All agents and employees of the Corporation may be
appointed and their salaries fixed by the Board of Directors, or, in the absence
of action by the Board of Directors, by the Chairman of the Board (or by the
President if the office of Chairman of the Board be vacant), and except as to
the President, any Vice President, Secretary, Treasurer, and Corporate
Comptroller, they shall hold office during the will and pleasure of the Chairman
of the Board, subject to action by the Board of Directors.  If such
agents and employees are appointed by the directors, they (except the
above-specified officers) may nevertheless be removed by the Chairman of the
Board, unless he be especially forbidden so to do by the directors.





Section 4.  Power and
Duties of the Chairman of the Board.  The Chairman of the Board
shall be the Chief Executive Officer of the Corporation and shall have the
general direction of the affairs of the Corporation, except as otherwise
prescribed by the Board of Directors.  He shall keep the Board of
Directors fully informed of the business of the Corporation; he may sign and
execute all authorized bonds, contracts or other obligations in the name of, and
on behalf of the Corporation; and, with the Secretary or an Assistant Secretary
or the Treasurer or an Assistant Treasurer, he shall sign all certificates of
stock, unless facsimile signatures are authorized; and, with the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer but without
further authorization than these presents, he may sign all checks and/or drafts
upon funds of the Corporation in its name and on its behalf, and any bank or
depository in which funds of the Corporation shall be deposited shall be fully
and conclusively protected in honoring any checks and/or drafts on behalf of the
Corporation signed by the Chairman of the Board.  Subject to the
action of the Board of Directors, he shall have the power to fix the salaries of
all officers, agents and employees of the Corporation, except the President and
shall have the power to employ and discharge all agents and employees of the
Corporation, subject to the control of the Board of Directors, except the
President, any Vice President, Secretary, Assistant Secretary, Treasurer,
Assistant Treasurer and Corporate Comptroller.  He shall generally
conduct the affairs of the Corporation, and shall do and perform such other
duties as from time to time may be assigned to him by the Board of
Directors.


Page 5 of
9


Section 5.  Powers and
Duties of the President.  The President shall direct the
operations of the Corporation, being responsible to the Chairman of the
Board.  He shall, in the absence or incapacity of the Chairman of the
Board, perform all duties and functions of the Chairman of the
Board.  The President also may execute contracts in the name of the
Corporation, and appoint and discharge agents and employees.  He shall
do and perform such other duties as may from time to time be assigned to him by
the Chairman of the Board or the Board of Directors, and, except as herein
otherwise provided, the President shall perform all other duties incident to his
office.  If the office of Chairman of the Board be vacant or if the
same person is Chairman of the Board and President, the President shall have all
the powers and perform all the duties and functions of the Chairman of the
Board.





Section 6.  Vice
Presidents.  At the request of the President or in his absence
or in the event of his 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 from time to time may
prescribe.  If there be no Chairman of the Board of Directors and no
Vice President, the Board of Directors shall designate the officer of the
Corporation who, in the absence of the President or in the event of the
inability or refusal of the President to act, 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.





Section
7.  Secretary.  The Secretary shall keep the minutes
of all meetings of the Board of Directors and the stockholders.  The
Secretary shall likewise attend to the giving and serving of all notices of
meetings, and shall affix the seal of the Corporation to all certificates of
stock and all authorized contracts and obligations of the Corporation, and shall
attest the same, and shall keep the transfer books and stock ledgers of the
Corporation, which books shall be at all reasonable times open for examination
to any director, and he shall in general perform all of the duties incident to
the office of the Secretary; and shall have such other powers and duties as
shall be from time to time conferred upon him by the Board of
Directors.





Section 8.  Assistant
Secretary.  The Board of Directors may designate and choose an
Assistant Secretary, who shall have the usual powers and duties pertaining to
his office, together with such other powers and duties as may be assigned to him
by the Board of Directors.  In case of the absence or disability of
the Secretary, the duties of the Secretary shall be performed by the Assistant
Secretary.





Section
9.  Treasurer.  The Treasurer shall have the custody
of all the funds and securities of the Corporation, and subject to the
provisions of Section 4 of this Article, shall have the power to sign checks and
drafts of the Corporation, and any depository in which the funds of the
Corporation are deposited shall be conclusively protected in honoring and acting
upon any check or draft signed by the Treasurer.  The Treasurer shall
sign all receipts and vouchers for payments made to the Corporation, and shall
keep full and accurate account of all moneys received and paid by him on account
of the Corporation which shall truly reflect all of the financial transactions
and conditions of the Corporation, and shall conform to the requirements of
Article V hereof, and he shall generally perform all acts incident to the
position of Treasurer, and shall have such further powers and duties as shall be
from time to time conferred upon him by the Board of Directors.


Page 6 of
9


Section 10.  Assistant
Treasurer.  The Board of Directors may designate and choose an
Assistant Treasurer, who shall have the usual powers and duties pertaining to
his office, together with such other powers and duties as may be assigned to him
by the Board of Directors.  In case of the absence or disability of
the Treasurer, the duties of the Treasurer shall be performed by the Assistant
Treasurer.





Section 11.  Corporate
Comptroller.  The Corporate Comptroller shall be the Chief
Accounting Officer and shall maintain adequate records of all assets,
liabilities and transactions of the Corporation; shall see that adequate audits
thereof are currently and regularly made; shall, in conjunction with other
officers and department heads, initiate and enforce measures and procedures
whereby the business of the Corporation shall be conducted with the maximum
safety, efficiency and economy; and shall have such other powers and shall
perform such other duties as may be assigned to him by the Board of
Directors.  He shall report to the Chairman of the Board, the
President, a Vice President and/or the Board of Directors as said Board of
Directors may prescribe.





Section 12.  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.  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.





Section 13.  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 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.





ARTICLE
V:  STOCK





Section 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
him in the Corporation.  The Board of Directors may appoint one or
more Transfer Agents and/or Registrars of transfers, and may require all
certificates of shares to bear the signature of such transfer agent or
registrar.  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 he or she were such officer, transfer agent or registrar at the date of
issue.





Section 2.  Lost
Certificates.  The Board of Directors 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 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 the Board of Directors 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.


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Section 3.  Transfer of
Certificated Stock.  Title to a stock certificate and to the
shares represented thereby may be transferred only:  (a) By the
delivery of the certificate endorsed either in blank or to a specified person by
the person appearing by the certificate to be the owner of the shares
represented thereby; or (b) by delivery of the certificate and a separate
document containing a written assignment of the certificate or a power of
attorney to sell, assign or transfer the same, or the shares represented
thereby, signed by the person appearing by the certificate to be the owner of
the shares represented thereby.  Such assignment or power of attorney
may be either in blank or to a specified person.





Section 4.  Transfer of
Uncertificated Stock.  Title to uncertificated shares of stock
may be transferred only:  (a) by an instruction to the Corporation by
the registered owner requesting that the transfer of the uncertificated share be
registered; or (b) by the delivery of a document containing a written power of
attorney to sell, assign, or transfer the uncertificated shares, signed by the
registered owner, and an instruction that the transfer of the uncertificated
shares be registered.  Such power of attorney may be either in blank
or to a specified person.  An instruction for purposes of this Section
4 is a writing signed by the registered owner, or by a person with power of
attorney, requesting that the transfer be registered.





Section 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 express consent to corporate action in
writing without a meeting, 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 6.  Ownership of
Capital Stock.  The person in whose name shares of stock stand
on the books of the Corporation shall be deemed the owner thereof so far as the
Corporation is concerned.  The words "trustee," "agent" or other like
term after the name of a person in whose name stock stands on the books of the
Corporation, without other words disclosing a trust, beneficiary of principal,
or other fiduciary relationship, shall be deemed descriptive of the person and
shall in no way restrict the right of such person to vote the shares of stock
for any purpose.  The personal representative of a deceased
stockholder shall be entitled to vote the shares of stock of his decedent
without having such shares transferred to him.  The pledgor shall have
the sole right to vote shares of stock pledged for any purpose, unless the
agreement pledging such shares confers that right upon the pledgee, or his or
its agent, in which event the person so authorized shall have such voting
rights.  No voting right shall be given to any stock while owned by
the Corporation nor shall any stock so held be entitled to any
dividend.  Shares of its own stock held by the Corporation in any
fiduciary capacity may be voted by it in any case in which such shares could be
voted by the owner.





ARTICLE
VI:  NOTICES





Section
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 his
address as it appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail.  Written notice may also
be given personally or by telegram, telex or cable.


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Section 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
VII:  GENERAL PROVISIONS





Section
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 to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any such
reserve.





Section
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 3.  Fiscal
Year.  The fiscal year of the Corporation shall begin on the
Sunday following the Saturday which is the closest to the end of February,
otherwise known as a 52/53 week year, unless otherwise provided by the Board of
Directors.





Section 4.  Corporate
Seal.  The corporate seal shall consist of two concentric
circles, between which shall be inscribed the name of the
Corporation.  Within the inner circle shall be inscribed the year of
incorporation 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.





Section 5.  Form of
Records.  Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account and
minute books, may be kept on, or be in the form of, punch cards, magnetic tape,
photographs, microphotographs or any other information storage device, provided
that the records so kept can be converted into clearly legible form within a
reasonable time.  The Corporation shall so convert any records so kept
upon the request of any person entitled to inspect the same.





ARTICLE
VIII:  AMENDMENTS





Section 1.  Subject
to Article EIGHTH of the Certificate of Incorporation, 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 amendments must be approved by either the holders of
seventy-five (75%) percent of the outstanding capital stock entitled to vote in
the election of directors, voting together as a single class, or by a majority
of the entire Board of Directors then in office.





Section 2.  Entire Board
of Directors.  As used in this Article VIII 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 in the
authorized number of directors.





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