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EXHIBIT 3.2

                      AMENDMENTS TO THE COMPANY'S BY-LAWS

         Article III of the By-Laws of the Company, relating to the Board of
Directors, shall be amended as follows:

         1.       Sections 1(a) and 1(c) of Article III, which are set forth
below, are deleted in their entirety:

         Section 1 - Number, Election and Term of Office:

         "(a)  The number of directors of the Corporation shall be as
determined by resolution of the Board of Directors."

         "(c) Each director shall hold office until the annual meeting of the
stockholders next succeeding his election, and until his successor is elected,
and qualified, or until his prior death, resignation or removal."

         2.       Article III, Section 6 is amended by the addition of a new
last sentence to read in its entirety as follows:

                  "Section 6 - Chairman:

                  At all meetings of the Board of Directors, the Chairman of
                  the Board, if any and if present, shall preside. If there
                  shall be no Chairman, or he shall be absent, then the
                  President shall preside, and in his absence, a Chairman
                  chosen by the directors shall preside. The Chairman of the
                  Board shall be elected by the stockholders of the Corporation
                  and he shall hold office until the expiration of his term as
                  director or until his death, resignation or removal for
                  cause."

         3.       Article III, Section 9 is amended by the addition of an
initial clause in the first sentence to read in its entirety as follows:

                  "Section 9 - Vacancies:

                  Except as provided in the Corporation's Certificate of
                  Incorporation, any vacancy in the Board of Directors
                  occurring by reason of an increase in the number of
                  directors, or by reason of the death, resignation,
                  disqualification, removal (unless a vacancy created by the
                  removal of a director by the stockholders shall be filled by
                  the stockholders at the meeting at which the removal was
                  effected) or inability to act of any director, or otherwise,
                  shall be filled for the unexpired portion of the term by a
                  majority vote of the remaining directors, though less than a
                  quorum, at any regular meeting or special meeting of the
                  Board of Directors called for that purpose."

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         4. At the end of Article IV, Section 1(b), Article IV, Section 1(c)
and Article IV, Section 3, commas shall be substituted for the periods; the
following language shall be added: "except as provided in Article III, Section
6 hereof" (the text of Article III, Section 6 is set forth above); and such
provisions amended to read in their entirety as follows:

                  Article IV, Section 1(b): "The officers of the Corporation
shall be elected by the Board of Directors at the regular annual meeting of the
Board following the annual meeting of stockholders, except as provided in
Article III, Section 6 hereof."

                  Article IV, Section 1(c): "Each officer shall hold office
until the annual meeting of the Board of Directors next succeeding his
election, and until his successor shall have been elected and qualified, or
until his death, resignation or removal, except as provided in Article III,
Section 6 hereof."

                  Article IV, Section 3: "Any officer may be removed, either
with or without cause, and a successor elected by a majority vote of the Board
of Directors at any time, except as provided in Article III, Section 6 hereof."

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