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                                                                     EXHIBIT 3.2

                         OSHMAN'S SPORTING GOODS, INC.

                              (the "Corporation")

                          AMENDED AND RESTATED BYLAWS
                             AS OF JANUARY 30, 1997


                                   ARTICLE I

                                    OFFICES

     Section 1.  Registered Office in Delaware.  The registered office shall be
in the City of Wilmington, County of New Castle, State of Delaware.

     Section 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 may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

     Section  1.  Meetings of Stockholders:  Place.  All meetings of the
stockholders for the election of directors shall be held in the City of Houston,
State of Texas, at such place as may be fixed from time to time by the board of
directors, or at 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.  Meetings of stockholders, for any other purpose, may
be held at such time and place, within or without the State of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

     Section 2.  Annual Meetings.  Annual meetings of stockholders, commencing
with the year 1971, shall be held at 10:00 am., on the fourth Friday of June if
not a legal holiday, and if a legal holiday, then on the next secular day
following, or at such other date and time as shall be designated from time to
time by the board of directors and stated in the notice of the meeting.  At such
meeting, the stockholders shall elect, by a plurality vote of the shares of the
stock present or represented, a board of directors, and transact such other
business as may be properly be brought before the meeting.

     Section 3.  Notice of Annual 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
fifty days before the date of the meeting.

     Section 4.  List of Stockholders.  The officer 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 
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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 who is present.

     Section 5.  Special Meetings.  Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the vice chairman of the board of
directors and chief executive officer or the president and shall be called by
the president or secretary at the request in writing of a majority of the board
of directors or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote.  Such request shall state the purpose or purposes of the
proposed meeting.

     Section 6.  Notice of Special Meeting.  Written notice of a special meeting
stating the place, date and hour of the meeting and the purposes for which the
meeting is called, shall be given not less than ten nor more than fifty days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.

     Section 7.  Business at Special Meeting.  Business transacted  at  any
special meeting of stockholders shall be limited to the purposes stated in the
notice, unless by unanimous consent of the stockholders present and entitled to
vote thereat, it shall be determined otherwise, and in such case any other
business may be  transacted.

     Section 8.  Quorum.  The holders of a majority of the 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 except as otherwise provided by statute or by the
certificate of incorporation.  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 trans acted at the meeting as originally
notified   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 to each stockholder of record entitled to
vote at the meeting.

     Section 9.  Vote Required.  When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the certificate of incorporation, a different vote is required in
which case such express provision shall govern and control the decision of such
question.

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     Section 10.  Manner of Voting; Proxies.  Each stockholder shall at every
meeting of the stockholders be entitled to one vote in person or by proxy for
each share of the capital stock having voting power held by such stockholder,
but no proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period.

     Section 11.  Shareholder Action Without Meeting.  Any action required by
law to be taken at any annual or special meeting of the stockholders or any
action which may be taken at any annual or special meeting of the stockholders,
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 voting.  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 consented in
writing.

                                  ARTICLE III

                                   DIRECTORS

     Section 1.  Number.  The number of directors which shall constitute the
whole board shall be determined from time to time by resolution of the board of
directors or by the stockholders at their annual meeting.  The directors shall
be elected at the annual meeting of the stockholders, except as provided in
section 2 of this article, and each director elected shall hold office until his
successor is elected and qualified or until his earlier resignation or removal.
Directors need not be stockholders.

     Section 2.  Vacancies.  Vacancies 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, though less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until the
next annual election and until their successors are duly elected and shall
qualify, unless they shall sooner resign or be removed.  If at any time there
are no directors in office, then an election of directors may be held in the
manner provided by statute.  If, at the time of filling any vacancy or any newly
created directorship, the directors then in office shall constitute less than a
majority of the whole board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships or to replace the directors chosen by the directors then in
office.

     Section 3.  Powers.  The business of the Corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and 

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things as are not by statute or by the certificate of incorporation or by these
bylaws directed or required to be exercised or done by the stockholders.

     Section 4.  Resignation.  Any director, member of a committee or other
officer may resign at any time.  Such resignation shall be made in writing, and
shall take effect at the time specified therein, and if no time be specified, at
the time of its receipt by the President or Secretary.  The acceptance of a
resignation shall not be necessary to make it effective.

     Section 5.  Removal.  Any director or directors may be removed either for
or without cause at any time by the affirmative vote of the holders of a
majority of all the shares of stock outstanding and entitled to vote at any
special meeting of the stockholders called for the purpose.

     Section 6.  Meetings.  The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

     Section 7.  First Meeting.  The first meeting of each newly elected board
of directors shall be held at such time and place as shall be fixed by the vote
of the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present.  In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, 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.

     Section 8.  Regular Meeting.  Regular meetings of the board of directors
may be held without notice at such time and at such place as shall from time to
time be determined by the board.

     Section 9.  Special Meetings.  Special meetings of the board may be called
by the vice chairman of the board of directors and chief executive officer or by
the president on one day's notice to each director, either personally or by mail
or by telegram; special meetings shall be called by the president or secretary
in like manner and on like notice on the written request of any three directors.

     Section 10.  Quorum.  At all meetings of the board one-third of the
directors, but in no case less than two 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, except as may be otherwise specifically provided by statute or by the
certificate of incorporation.  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.

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     Section 11.  Action by Director without Meeting.  Unless otherwise
restricted by the certificate of incorporation or these bylaws, 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 members of the
board 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 or
committee.

     Section 12.  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 two or more of the directors of the corporation.  The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee.  Any such committee, to the extent provided in the resolution and
considered with law, shall have and may exercise the powers of the board of
directors in the management of the business and affairs of the corporation and
may authorize the seal of the corporation to be affixed to all papers which may
require it.  In the absence or disqualification of any member of such committee
or committees, 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 such absent or disqualified member.  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.

     Section 13.  Minutes  of Committees.  Each committee shall keep regular
minutes of its meetings and report the same to the board of directors when
required.

     Section 14.  Compensation of Directors.  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.

                                   ARTICLE IV

                                    NOTICES

     Section 1.  Requirement of Notice.  Whenever, under the provisions of the
statutes or of the certificate of incorporation or of these bylaws, notice is
required to be given to any director or stockholder it shall not be construed to
mean personal notice, but such notice may be given in writing, by mail,
addressed to such director 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.  Notice to directors may also be given by telegram.

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     Section 2.  Waiver of Notice.  Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of incorporation or
of these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether signed before or after the time stated therein,
shall be deemed equivalent thereto.

                                   ARTICLE V

                                    OFFICERS

     Section 1.  Enumeration.  The officers of the Corporation shall be chosen
by the board of directors and shall consist of a chairman of the board of
directors, a vice chairman of the board and chief executive officer, a
president, one or more vice-presidents, a secretary, and a treasurer.  The board
of directors may also choose one or more assistant secretaries and assistant
treasurers.  Any number of offices may be held by the same person, unless the
certificate of  incorporation, these bylaws or the laws of the State of Delaware
otherwise provide

     Section 2.  Election.  The board of directors at its first meeting after
each annual meeting of stockholders shall elect a chairman of the board, a
president, one or more vice presidents, a secretary and a treasurer.

     Section 3.  Other Officers.  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.

     Section 4.  Salaries.  The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.

     Section 5.  Term.  The officers of the corporation shall hold office until
their successors are chosen and qualify.  Any officer elected or appointed by
the board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors.  Any vacancies occurring in any office of
the Corporation shall be filled by the board of directors.

     Section 6.  Chairman of the Board of Directors.  The chairman of the board
of directors shall preside at all meetings of the board of directors and
stockholders and he shall have and perform such other duties as from time to
time may be assigned to him by the board of directors or by the executive
committee.

     Section 6a.  Vice Chairman of the Board and Chief Executive Officer. The
vice chairman of the board and chief executive officer shall be the principal
executive officer of the corporation and subject to the board of directors,
shall have general executive charge, management and control of the properties
and operations of the Corporation in the ordinary course of its business with
all such powers with respect to such properties and operations as may be
reasonably incident to such responsibilities. The vice chairman of the board and
chief executive 

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officer shall, in the absence or at the direction, of the chairman of the board,
preside at all meetings of the stockholders and the board of directors.

     Section 7.  President.  The president, subject to the board of directors
and the vice chairman of the board and chief executive officer,  shall have the
general executive charge and management of the operations of the Corporation,
with all such powers with respect to such operations as may be reasonably
incident to such responsibilities; he may agree upon and execute all division
and transfer orders, bonds, contracts and other obligations in the name of the
Corporation; he may sign all certificates for shares of capital stock of the
Corporation.  He shall exercise the powers of the chief executive officer during
that officer's absence or inability or refusal to act.

     Section 8.  Vice-Presidents.  In the absence of the chief executive officer
and the president or at their direction or in the event of the inability or
refusal of both of them to act, the vice-president (or in the event there be
more than one vice-president, the vice-presidents in the order designated, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the chief executive officer and the president, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the chief executive officer and the president.  The vice-presidents shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.

     Section 9.  Secretary.  The secretary shall attend all meetings of the
board of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committee when required.  He 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 or president, under whose supervision he shall be.  He shall have
custody of the corporate seal of the corporation and shall have authority to
affix the  same to any instrument requiring it;  and when so affixed, such seal
may be attested by his signature.  The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest such affixing by his signature.

     Section 10.  Assistant Secretary.  The assistant secretary or if there be
more than one, the assistant secretaries in the order determined by the board of
directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

     Section 11.  Treasurer.  The treasurer shall have the custody 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 

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and to the credit of the corporation in such depositories as may be designated
by the board of directors.

     He shall disburse the funds of the corporation as may be ordered by the
board of directors, taking proper vouchers for such disbursements, and shall
render to the president, and to the board of directors at its regular meetings,
or when the board of directors shall so require an account of all his
transactions as treasurer and of the financial condition of the Corporation.

     If required by the board of directors, he shall give the Corporation a bond
(which shall be renewed every six years) in such sum and with such surety or
sureties as shall be satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the Corporation.

     Section 12.  Assistant Treasurer.  The assistant treasurer, or if there
shall be more than one, the assistant treasurers in the order determined by the
board of directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exer  cise the powers of the
treasurer and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

                                   ARTICLE VI

                             CERTIFICATES OF STOCK

     Section 1.  Requirements.  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 chief executive officer or the president or a vice-president and 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.  If the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class, 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 shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the Corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder 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 pre
ferences and/or rights.

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     Section 2.  Facsimile Signature.  Where a certificate is countersigned (1)
by a transfer agent other than the Corporation or its employee, or (2) by a
registrar other than the Corporation or its employee, any other signature on the
certificate may be facsimile.  In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

     Section 3.  Lost Certificates.  The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have 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 or certificates, 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
certificates, or his legal representative, to advertise the same in such manner
as it 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 4.  Transfer.  Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or 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 record the
transaction upon its books.

     Section 5.  Fixing 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 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 nor less than ten
days before the date of such meeting.  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.  Registered Stockholders.  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 the laws
of Delaware.

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                                  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, pursuant to law.  Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.

     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 directors from
time to time, in their absolute discretion, think 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 such other purpose as the
directors shall think conducive to the interest of the Corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.

     Section 2.  Annual Statement.  The board of directors shall present at each
annual meeting, and at any special meeting of the stockholders, when called for
by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.

     Section 3.  Checks.  All checks or demands for money and notes of the
Corporation shall be signed by such person or persons as the board of directors
may from time to time designate.

     Section 4.  Fiscal Year.  The fiscal year of the Corporation shall be fixed
by resolution of the board of directors.

     Section  5.  Seal.  The  corporate  seal  shall  have inscribed thereon the
name of the Corporation, the year of its organization and the word "Delaware".
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

     Section 6.  [DELETED]


                                  ARTICLE VII

                                   AMENDMENTS

     Section 1.  Amendments.  These bylaws may be altered, amended or repealed
or new bylaws may be adopted by the stockholders or by the board of directors,
when such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
bylaws be contained in the notice of such special meeting.

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                                   ARTICLE IX

                                INDEMNIFICATION

     Section  1.    Power to Indemnify in Actions, Suits or Proceedings Other
than Those by or in the Right of the Corporation.  Subject to Section 3 of this
Article IX, the Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was serving at the request of the Corporation as a director or officer of a
subsidiary of the Corporation or serving as a trustee of an employee benefit
plan, against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.  The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that such person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

      Section 2.    Power to Indemnify in Actions, Suits or Proceedings by or in
the Right of the Corporation.  Subject to Section 3 of this Article IX, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer, of the Corporation, or is
or was serving at the request of the Corporation as a director or officer of a
subsidiary of the Corporation or serving as a trustee of an employee benefit
plan against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

      Section 3.    Authorization of Indemnification.  Any indemnification under
this Article IX (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances

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because such person has met the applicable standard of conduct set forth in
Section 1 or Section 2 of this Article IX, as the case may be.  Such
determination shall be made (i) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(ii) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (iii) by the stockholders.
To the extent, however, that a director or officer of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith, without the
necessity of authorization in the specific case.

      Section 4.    Good Faith Defined.  For purposes of any determination under
Section 3 of this Article IX, a person shall be deemed to have acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation, or, with respect to any criminal action
or proceeding, to have had no reasonable cause to believe such person's conduct
was unlawful, if such person's action is based on the records or books of
account of the Corporation or another enterprise, or on information supplied to
such person by the officers of the Corporation or another enterprise in the
course of their duties, or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public accountant
or by an appraiser or other expert selected with reasonable care by the
Corporation or another enterprise.  The term "another enterprise" as used in
this Section 4 of this Article IX shall mean any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise of
which such person is or was serving at the request of the Corporation as a
director, officer, employee or agent.  The provisions of this Section 4 of this
Article IX shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article IX, as
the case may be.

      Section 5.    Indemnification by a Court.  Notwithstanding any contrary
determination in the specific case under Section 3 of this Article IX, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to the Court of Chancery in the State of Delaware for
indemnification to the extent otherwise permissible under Sections 1 and 2 of
this Article IX.  The basis of such indemnification by the Court of Chancery
shall be a determination by such court that indemnification of the director or
officer is proper in the circumstances because such person has met the
applicable standards of conduct set forth in Section 1 or Section 2 of this
Article IX, as the case may be.  Neither a contrary determination in the
specific case under Section 3 of this Article IX nor the absence of any
determination thereunder shall be a defense to such application or create a
presumption that the director or officer seeking indemnification has not met any
applicable standard of conduct.  Notice of any application for indemnification
pursuant to this Section 5 of this Article IX shall be given to the Corporation
promptly upon the filing of such application.  If successful, in whole or in
part, the director or officer seeking indemnification shall also be entitled to
be paid the expense of prosecuting such application.

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<PAGE>
 
      Section 6.    Expenses Payable in Advance.  Expenses (including attorneys'
fees) incurred by a director or officer in defending or investigating a
threatened or pending action, suit or proceeding may be required by the Board of
Directors to be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article IX.

     Section 7.     Nonexclusivity of Indemnification and Advancement of
Expenses.  The indemnification and advancement of expenses provided by or
granted pursuant to this Article IX shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any By-Law, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied) of any
court of competent jurisdiction or otherwise, both as to action in a person's
official capacity and as to action in another capacity while holding such
office, it being the policy of the Corporation that indemnification of the
persons specified in Sections 1 and 2 of this Article IX shall be made to the
fullest extent permitted by law.  The provisions of this Article IX shall not be
deemed to preclude the indemnification of any person who is not specified in
Section 1 or Section 2 of this Article IX but whom the Corporation has the power
or obligation to indemnify under the provisions of the General Corporation Law
of the State of Delaware, or otherwise.

      Section 8.    Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise against any liability
asserted against such person and incurred by him in any such capacity, or
arising out of such person's status as such, whether or not the Corporation
would have the power or the obligation to indemnify such person against such
liability under the provisions of this Article IX.

      Section 9.    Certain Definitions.   For the purposes of this Article IX,
the term "officer" shall mean any officer of the Corporation (as such term is
used in Article IV hereof) who has been duly elected and qualified by the Board
of Directors of the Corporation as provided in Section 2 of Article IV  hereof
or, where applicable, any officer of a subsidiary of the Corporation (as such
term is defined in such subsidiary's by-laws) who has been duly elected and
qualified by the Board of Directors of such subsidiary.   For purposes of this
Article IX, references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors and officers, so that any person who is or was a director or officer
of such constituent corporation, or is or was a director or officer of such
constituent corporation serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, shall stand in
the same position under the provisions of this Article IX with respect to the
resulting or surviving corporation as such indemnification relates to such
person's acts while serving in any of the foregoing capacities, of such
constituent 

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corporation, as such person would have with respect to such constituent
corporation if its separate existence had continued. For purposes of this
Article IX, references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director or
officer of the Corporation which imposes duties on, or involves services by,
such director or officer with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article IX.

      Section 10.   Survival of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article IX shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such a
person.   Furthermore, any repeal or modification of this Article IX shall not
in any way diminish any rights of a director or officer to indemnification under
this Article IX arising out of events occurring prior to such repeal or
modification.

      Section 11.   Limitation on Indemnification.  Notwithstanding anything
contained in this Article IX to the contrary, except for proceedings to enforce
rights to indemnification (which shall be governed by Section 5 of this Article
IX), the Corporation shall not be obligated to indemnify any director or officer
in connection with a proceeding (or part thereof) initiated by such person
unless such proceeding (or part thereof) was authorized or consented to by the
Board of Directors of the Corporation.

      Section 12.   Indemnification of Employees and Agents.  The Corporation
may, to the extent authorized from time to time by the Board of Directors,
provide rights to indemnification and to the advancement of expenses to
employees and agents of the Corporation similar to those conferred in this
Article IX to directors and officers of the Corporation.

 

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