EXHIBIT 3.2

                 Revised as of December 15, 1992
                                
                             BYLAWS
                                
                               OF
                                
                         ORANGE-CO, INC.
                                
                                
                            ARTICLE I
                                
                         IDENTIFICATION
                                
      SECTION  1.  Seal.  The seal of the Corporation  shall  be
circular  in  form  and mounted upon a metal die,  suitable  for
impressing  upon  paper,  and  shall  bear  the  name   of   the
Corporation  and the words and number "Florida, Corporate  Seal,
1960".

       SECTION  2.   Fiscal  Year.   The  fiscal  year  of   the
Corporation shall be determined by appropriate resolution of the
Board  of Directors and may be changed from time to time by  the
Board of Directors.

      SECTION  3.  Place of Business.  The Corporation may  have
offices  and  do  business at any place in any  of  the  states,
districts or territories of the United States and in any and all
foreign countries.


                           ARTICLE II
                                
            STOCK CERTIFICATES, TRANSFER AND RECORDS
                                
      SECTION 1. Forms of Share Certificates. The shares of  the
Corporation shall be represented by certificates, in such  forms
as  the Board of Directors may prescribe, signed by the Chairman
of  the  Board  or  the President or a Vice  President  and  the
Secretary or an Assistant Secretary and sealed with the seal  of
the  Corporation or a facsimile thereof.  The signatures of  the
officers upon a certificate may be facsimiles if the certificate
is  manually signed on behalf of a Transfer Agent or a Registrar
other than the Corporation or its employee.  In case any officer
who has signed or whose facsimile signature has been placed upon
a  certificate shall have ceased to be such officer before  such
certificate is issued, it may be issued by the Corporation  with
the same effect as if he were such officer at the date of issue.

      Each certificate representing shares shall state upon  the
face thereof:

          (1)  The name of the Corporation;
          (2)  That the Corporation is formed under the laws of the State
               of Florida;
          (3)  The name of the person or persons to whom issued:
          (4)  The number and class of shares, and the designation of the
               series, if any, which such certificate represents; and
          (5)  The  par value of each share represented by such
               certificate, if any, which such certificate represents; and

                                -52- 

     Should  the  Articles of Incorporation presently authorize,
or  be amended to authorize, the issuance of shares of more  the
one   class  or  more  than  one  series,  in  that  event  each
certificate representing shares issued by the Corporation  shall
set  forth  or  fairly summarize upon the face or  back  of  the
certificate, or shall state that the Corporation will furnish to
any   shareholder  upon  request  and  without  charge,  a  full
statement of:
          
          (1)  The designations, preference, limitations, and relative
              rights of each class or series of authorized shares to be
              issued.

          (2)  The variations in the relative rights and preferences
              between the shares of each such series so far as the same have
              been fixed and determined and the authority of the Board of
              Directors to fix and determine the relative rights and
              preferences of subsequent series.

     Each  certificate representing shares which are  restricted
as  to  sale, disposition or other transfer of such shares shall
state  that such shares are restricted as to transfer and  shall
set  forth  or  fairly summarize upon the certificate  or  shall
state that the Corporation will furnish to any shareholder  upon
request   and   without  charge  a  full   statement   of   such
restrictions.
     
     SECTION  2.   Transfer of Shares.  The rights  against  the
Corporation  inherent  in the shares represented  by  any  stock
certificate  of  this  Corporation  are  transferable  only   by
registraton  of such shares in the name of the assignee  as  the
registered   holder  on  the  Stock  Transfer   Books   of   the
Corporation.   The Board of Directors may appoint  one  or  more
Transfer Agents and/or Registrars, jointly or severally, of  the
certificates  representing  the  shares  of  the  stock  of  the
Corporation and the Board of Directors may adopt such rules  and
regulations  concerning the issue, transfer and registration  of
the  stock  of  this  Corporation  as  it  may  deem  expedient,
consistent  with  law and may delegate the  maintenance  of  the
Stock Transfer Books and Record of Shareholders and Shareholders
Meeting  Ledger derived therefrom to any duly appointed Transfer
Agent of the Corporation.
     
     SECTION 3.  Record of Shareholders.  The Corporation  shall
keep at its registered office or principal place of business  or
at  the  office of its Transfer Agent or Registrar,  records,  a
record  of shareholders, setting forth, among other things,  the
names  and addresses of the holders of all issued shares of  the
Corporation, the number, class and series, if any, of shares and
the  date of issue of the certificates representing such  shares
and  a  Stock Register, setting forth the total number of shares
which  the  Corporation is authorized to issue,  and  the  total
number of shares actually issued.
     
     The  officer  or agent having charge of the Stock  Transfer
Books for shares of the corporation shall make, at least 10 days
before  each  meeting  of shareholders, a  Shareholders  Meeting
Ledger  which  shall  be  a complete list  of  the  shareholders
entitled  to  vote  at such meeting or any adjournment  thereof,
with the address of the number and class and series, if any,  of
shares  held  by each.  Such list shall be kept on file  in  the
registered office of the 

                                -53-


Corporation, at the principal place  of
business  of  the Corporation or at the office of  the  transfer
agent for a period of 10 days prior to such meeting and shall be
subject  to  inspection by any shareholder at  any  time  during
usual business hours.  Such list shall also be produced and kept
open  at  the time and place of the meeting and shall be subject
to  the  inspection of any shareholder at any  time  during  the
meeting.   Shareholders shall be responsible for  notifying  the
Corporation or a Transfer Agent, in writing, of any  changes  in
their names of addresses from time to time, and failure to do so
will relieve the Corporation, its other stockholders, directors,
officers,  agents  and attorneys, of liability  for  failure  to
direct  notices or other documents, or to pay over  or  transfer
dividends or other property or rights to a name or address other
than  the name and address appearing in the Stock Transfer Books
of Record of Shareholders.
     
     The  original  Stock Transfer Books shall  be  prime  facie
evidence as to who are the shareholders entitled to examine such
list   or   transfer  books  or  to  vote  at  any  meeting   of
shareholders.
     
     Any  person who shall have been a holder of record  of  one
quarter of one percent of shares or of voting trust certificates
therefore  at least six months immediately preceding his  demand
or  shall be the holder of record of, or the holder of record of
voting  trust  certificates for, at least five  percent  of  the
outstanding  shares  of any class or series of  the  Corporation
upon written demand stating the purpose thereof, shall have  the
right  to  examine, in person or by agent or  attorney,  at  any
reasonable times, for any proper purpose its relevant books  and
records of accounts, minutes and record of shareholders  of  the
Corporation,  may make extracts therefrom at their own  expense.
This right of inspection shall not extend to any person who  has
within  two  years  sold  or  offered  for  sale  any  list   of
shareholders  of  the Corporation or any other Corporation,  has
aided   or  abetted  any  person  in  procuring  any   list   of
shareholders  or  holders of voting trust certificates  for  any
such  purpose,  has  improperly  used  any  information  secured
through  any  prior  examination of the  books  and  records  of
account,  minutes  or record of shareholders or  of  holders  of
voting  trust certificates for shares of the Corporation or  any
other  corporation, or was not acting in good  faith  or  for  a
proper purpose in making his demand.
     
     SECTION  4.   Loss  of Certificate.  In  case  of  loss  or
destruction of any certificate of stock, the Board of  Directors
may  authorize the issuance of another certificate in its  place
upon  proof,  satisfactory  to  the  Board,  of  such  loss   or
destruction.   If  the  directors deem  it  advisable  they  may
require  the giving of a satisfactory bond of indemnity  to  the
Corporation in such sum as they may provide before issuing  such
duplicate certificate.
     
                                -54-     
                           ARTICLE III
                                
                     MEETING OF STOCKHOLDERS
     
     
     SECTION  1.   Place  of  Meetings.   All  meetings  of  the
shareholders  of  the Corporation shall be held  either  at  the
principal  office of the Corporation or at such other  place  in
the  United  States  as  shall be designated  by  the  Board  of
Directors.
     
     SECTION 2.  Annual Meeting and Meetings for the Election of
Directors.   An  annual  meeting of  the  shareholders  for  the
election of directors and transaction of other business shall be
held on such date and at such place in such city of the Board of
Directors may determine.
     
     SECTION  3.   Special Meetings.  Special  meetings  of  the
shareholders  may  be called by the Board of Directors,  or  the
holder  of  not less than 10% of all of the shares  entitled  to
vote at the meeting.
     
     SECTION  4.   Notice of Meetings - Waiver.  Written  notice
stating the place, day and hour of the meeting and, in the  case
of  a  special  meeting, the purpose or purposes for  which  the
meeting  is  called, shall be delivered to each  shareholder  of
record  entitled to vote at such meeting not less  than  10  nor
more  than  70  days  before the date  of  the  meeting,  either
personally or by first class mail, by or at the direction of the
President,  the Secretary or the officer or persons calling  the
meeting.  If mailed, such notice shall be deemed to be delivered
when  deposited  in  the  United States mail  addressed  to  the
shareholder  at his address as it appears on the Stock  Transfer
Books  of  the  Corporation, with postage  thereon  prepaid.   A
shareholder  may  waive  notice in writing  of  a  shareholders'
meeting either before or after the time of such meeting, and the
business or purpose of such meeting need not be specified in the
waiver.   Attendance by a shareholder at a shareholders' meeting
shall also constitute a waiver of notice of such meeting, except
when  the person attends the meeting for the express purpose  of
objecting,  at the beginning of the meeting, to the  transaction
of any business because the meeting is not lawfully convened.
          
     SECTION 5.  Closing of Transfer Books and Fixing of  Record
Date.   For the purpose of determining shareholders entitled  to
notice  of  or  to  vote at any meeting of shareholders  or  any
adjournment thereof, or shareholders entitled to receive payment
of  any  dividend,  or  in  order to  make  a  determination  of
shareholders  for  any  other  proper  purpose,  the  Board   of
Directors of the Corporation may provide that the Stock Transfer
Books shall be closed for a stated period but not to exceed,  in
any  case, 70 days.  If the Stock Transfer Books shall be closed
for  the purpose of determining shareholders entitled to  notice
of  or to vote at a meeting of shareholders, such books shall be
closed for at least 10 days immediately preceding such meeting.
          
                               -55-

     In  lieu of closing the Stock Transfer Books, the Board  of
Directors may fix in advance a date as the record date  for  any
such determination of shareholders, such date in any case to  be
no  more than 70 days and, in case of a meeting of shareholders,
not  less than 10 days prior to the date on which the particular
action, requiring such determination of shareholders, is  to  be
taken.
          
     If  the  Stock Transfer Books are not closed and no  record
date is fixed for the determination of shareholders entitled  to
notice  of  or  to  vote  at  a  meeting  of  shareholders,   or
shareholders entitled to receive payment of a dividend, the date
on  which  notice of the meeting is mailed or the date on  which
the resolution of the Board of Directors declaring such dividend
is  adopted,  as the case may be, shall be the record  date  for
such  determination  of shareholders.  When a  determination  of
shareholders entitled to vote at any meeting of shareholders has
been  made as provided in this section, such determination shall
apply  to any adjournment thereof, unless the Board of Directors
fixes  a  new  record date under this section for the  adjourned
meeting.
          
     SECTION 6.  Voting at Meetings.
          
     (A)   VOTING RIGHTS.  At each election of directors,  every
shareholder  entitled  to vote at such meeting  shall  have  the
right to vote, in person or by proxy, the number of shares owned
by  him  on  the record date for as many persons  as  there  are
directors  to  be elected.  At each shareholders' meeting  every
shareholder  entitled  to vote at such meeting  shall  have  the
right  to vote in person or by proxy, the number of shares owned
him  on the record date upon each proposal duly presented at the
meeting.
     
          Shares  held by an administrator, executor,  guardian,
conservator,  committee, or other fiduciary, except  a  trustee,
may  be  voted  by  him, either in person or by  proxy,  without
transfer of such shares into his name.  Shares held by a trustee
may  be  voted by him, either in person or by proxy, only  after
the  shares  have been transferred into his name as trustee,  or
into  the  name of his nominee.  The Corporation  shall  not  be
entitled  to  vote Treasure Shares.  In all cases  a  resolution
shall  be  considered  to  be adopted  by  the  shareholders  if
approved  by  the affirmative vote of a majority of  the  shares
represented  and entitled to vote on the question at  a  meeting
duly held at which a quorum is present.
          
     (A)   QUORUM.  A majority of the shares entitled  to  vote,
represented in person or by proxy, shall constitute a quorum  at
a meeting of shareholders.  When a specified item of business is
required  to  be voted on by a class or series,  a  majority  of
class  or  series shall constitute a quorum for the  transaction
such  item of business by that class or series.  After a  quorum
has  been established at a shareholders' meeting, the subsequent
withdrawal of shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for  a
quorum, shall not affect the validity of any action taken at the
meeting or any adjournment thereof.

     (B)  PROXIES.  A shareholder may vote either in person or by
proxy  executed  in  writing by the  shareholder,  or  his  duly
authorized attorney-in-fact.
          
                                -56-

     (C)  JUDGES OF PROXIES, VOTES AND ELECTIONS.  The Board  of
Directors  at its annual meeting may appoint two or more  Judges
of  Proxies,  Votes  and  Elections to  serve  until  the  final
adjournment of the next annual stockholders' meeting.   If  they
fail to make such appointment, or if their appointees, or any of
them,  fail  to  appear  at  any meeting  of  shareholders,  the
Chairman  of  the meeting of the Shareholders may appoint  other
Judges to serve for the meeting.

      Each  Judge,  before entering upon the  discharge  of  his
duties,  shall take and sign an oath faithfully to  execute  the
duties  of a Judge at such meeting with strict impartiality  and
according to the best of his ability.
          
      The   Judges   shall  determine  the  number   of   shares
outstanding and the voting power of each, the shares represented
at  the meeting, the existence of a quorum, and the validity and
effect of proxies, and shall receive votes, ballots or consents,
hear  and  determine  all challenges and  questions  arising  in
connection with the right to vote, count and tabulate all votes,
ballots  or consents, determine the result, and do such acts  as
are  proper to conduct the election or vote with fairness to all
shareholders.  On request of the person presiding at the meeting
or  any  shareholder entitled to vote thereat, the Judges  shall
make  a  report in writing of any challenge, question or  matter
determined  by them and execute a certificate of any fact  found
by  them.  Any report or certificate made by them shall be prima
facie  evidence of the facts stated and of the vote as certified
by them.
          
      SECTION  7.   Adjournment of Meetings.  If  a  meeting  is
adjourned to another time or place, it shall not be necessary to
give  any notice of the adjourned meeting if the time and  place
to  which the meeting is adjourned are announced at the  meeting
at  which  the  adjournment is taken, and any  business  may  be
transacted  at  the  adjourned  meeting  that  might  have  been
transacted  on the original date of the meeting.   If,  however,
after  the adjournment the Board of Directors fixes a new record
date  for  the  adjourned  meeting, a notice  of  the  adjourned
meeting shall be given to each shareholder of record on the  new
record date who is entitled to vote at such meeting.
          
      SECTION  8.   Action Without a Meeting.  When shareholders
holding  not less than a majority of the voting shares  entitled
to  vote on or authorize an action shall determine to take  such
action with a meeting, they shall sign a written consent on  the
record  of the actin taken and such action shall be as valid  as
if a meeting had been legally called and notified.
          
      SECTION  9.   Minutes.   Minutes  shall  be  made  of  all
shareholder proceedings, which minutes shall be taken  and  kept
by the Secretary of the Corporation.
          

                              -57-

                           ARTICLE IV
                                
                     THE BOARD OF DIRECTORS
                                
          
      SECTION  1.   Number,  Tenure  and  Qualifications.    The
business  and affairs of the Corporation shall be managed  under
the direction of the Board of Directors.  The Board of Directors
of this Corporation consists of not less than three or more than
eleven  members,  the exact number to be set  by  the  Board  of
Directors  of the Corporation.  Each Director shall hold  office
until  the  next annual meeting of shareholders  and  until  his
successor  shall have been elected and qualified  or  until  his
earlier  resignation, removal from office, or death.   Directors
need not be residents of the State of Florida or shareholders of
the Corporation.
          
      SECTION   2.    Election.   At  the  annual   meeting   of
shareholders,  the  shareholders shall elect directors  to  hold
office  until the next succeeding annual meeting or until  their
successors  have been elected and qualified.  If  directors  are
not elected at the annual meeting, the incumbent directors shall
continue  in  office  until  their successors  are  elected  and
qualified.
          
      SECTION 3.  Vacancies.  Whenever any vacancies shall occur
in  the  Board  of  Directors  by death,  resignation,  removal,
increase  in the number of directors or otherwise, the same  may
be filled by the affirmative vote of a majority of the remaining
directors  though less than a quorum of the Board of  Directors,
and  the  director so elected shall hold office only  until  the
next election of directors by shareholders.
          
      SECTION  4.   Place,  Call and Adjournment  of  Directors'
Meetings.  Meetings of the Board of Directors may be held either
within or without the state.  Meetings of the Board of Directors
may be called by the Chairman of the Board, by the President  of
the  Corporation or by any two directors.  The Chairman  of  the
Board shall preside at all directors' meetings.
          
      A  majority of the directors present at a meeting, whether
or  not  a quorum is present, may adjourn any meeting to another
time  and  place.   Notice of any adjournment of  a  meeting  to
another  time  or place shall be given, in the manner  described
above, to the directors who were not present at the time of  the
adjournment and, unless such time and place are announced at the
meeting, to the other directors.
          
      SECTION 5.  Annual Meeting.  The Board of Directors  shall
meet   each  year  immediately  after  the  annual  meeting   of
shareholders  for  the  purpose  of  organization,  election  of
officers  and  consideration  of any  other  business  that  may
properly  be brought before the meeting.  No notice of any  kind
to  either old or new members of the Board of Directors for such
annual meeting shall be necessary.
          
          
      SECTION  6.  Other Meetings.  Other meetings of the  Board
of  Directors may be held upon written notice by mail,  telegram
or  cablegram  at  least two days prior  to  the  day  for  such
meeting.   Notice of any such meeting of the Board of  Directors
may  be  waived  in  writing signed by  the  person  or  persons

                             -58-

entitled  to  such notice, whether before or after the  time  of
such  meeting.   Attendance of a director at such meeting  shall
constitute a waiver of notice thereof.  The purpose or  purposes
of  such meeting of the Board of Directors need not be specified
in the notice or waiver of notice of such meeting.
          
      SECTION 7.  Quorum and Acts.  A majority of the members of
the  Board of Directors then in office shall constitute a quorum
for  the transaction of business.  The act of a majority of  the
directors  present  at a meeting at which a  quorum  is  present
shall  be  the  act of the Board of Directors, except  that  any
action  required or permitted to be taken at any meeting of  the
Board  of Directors may be taken without a meeting if a  consent
in  writing, setting forth the action so to be taken, signed  by
all of the directors, is filed in the minutes of the proceedings
of the Board.
          
      Members of the Board of Directors or any committee thereof
shall  be  deemed  present at any meeting of the  Board  or  the
committee   if   a   conference  telephone  or   other   similar
communications   equipment  by  means  of  which   all   persons
participating in the meeting can hear each other is used.
          
      SECTION 8.  Removal.  At a meeting of shareholders  called
expressly for that purpose, any director or the entire Board  of
Directors  may be removed, with or without cause, by a  vote  of
the holders of a majority of the shares then entitled to vote at
an election of directors.
          
      SECTION  9.  Resignation.  Any director of the Corporation
may resign at any time by giving written notice to the Board  of
Directors  or  to  the  President or to  the  Secretary  of  the
Corporation.   Such resignation shall take effect  at  the  time
specified  therein; and unless otherwise specified therein,  the
acceptance of such resignation shall not be necessary to make it
effective.
          
      SECTION  10.   Committees.  The  Board  of  Directors,  by
resolution  adopted  by  a majority of  the  entire  Board,  may
designate  from  among  its members an executive  committee  and
other  committees, each of which, to the extent provided in  the
resolution,  shall have all the authority of the  Board,  except
that no such committee shall have authority to:
          
          (1)  Approve or recommend to the shareholders actions or
               proposals required to be approved by shareholders.
          
          (2)  Designate candidates for the office of director, for
               purposes of proxy solicitation by shareholders.

          (3)  Fill vacancies on the Board of Directors or any committee
               thereof.

          (4)  Amend the Bylaws.

          (5)  Authorize or approve the reacquisition of shares unless
               pursuant to a general formula or method specified by the Board
               of Directors.

                                       -59-

          (6)  Authorize or approve the issuance or sale of, or any
               contract to issue or sell, shares or designate the terms of a
               series or a class of shares, except that the Board of Directors,
               having acted regarding general authorization for the issuance or
               sale of shares, or any contract therefor, and, in the case of a
               series, the designation thereof, may pursuant to a general
               formula or method specified by the Board by resolution or by
               adoption of a stock option or other plan, authorize a committee
               to fix the terms of any contract for the sale of the shares to
               be issued or sold, including, without limitation, the price, the
               rate or manner of payment of dividends, provisions for
               redemption, sinking fund, conversion, and voting or preferential
               rights, and provisions for other features of a class of shares,
               or a series of a class of shares with full power in such
               committee to adopt any final resolution setting forth all the
               terms thereof and to authorize the statement of the terms of a
               series for filing with the Florida Department of State.

      The Board of Directors may designate one or more directors
as  alternate members of any such committee, who may replace any
absent member or members at any meeting of such committee.
          
      Unless  a greater proportion is required by the resolution
designating  a  committee, a majority of the  entire  authorized
number  of members of such committee shall constitute  a  quorum
for  the transaction of business, and the vote of a majority  of
the members present at a meeting at the time of such vote, if  a
quorum  is  then  present, shall be the act of  such  committee,
except  that any action which may be taken at a meeting of  such
committee may be taken without a meeting if consent in  writing,
setting  forth the action so to be taken, signed by all  of  the
members  of  the  committee, is filed  in  the  minutes  of  the
proceedings of the committee.
          
      Each  such  committee shall serve at the pleasure  of  the
Board of Directors.
      
      SECTION  11.  Compensation.  The Board of Directors  shall
have authority to fix the compensation of directors for services
in any capacity.
          
      SECTION  12.  Interest of a Director in Transactions.   No
contract or other transaction between a corporation and  one  or
more of it directors or any other corporation, firm, association
or entity in which one or more of its directors are directors or
officers or are financially interested, shall be either void  or
voidable  because  of such relationship or interest  or  because
such  director  or directors are present at the meeting  of  the
Board  of  Directors  or a committee thereof  which  authorizes,
approves or ratifies such contract or transaction or because his
or their votes are counted for such purpose, if:
          
                                 -60-

          (1)  The fact of such relationship or interest is disclosed or
               known to the Board of Directors or committee which authorizes,
               approves or ratifies the contract or transaction by a vote or
               consent sufficient for the purpose without counting the votes or
               consents of such interested directors; or
          
          (2)  The fact of such relationship or interest is disclosed or
               known to the shareholders entitle to vote and they authorize,
               approve or ratify such contract or transaction by vote or
               written consent; or

          (3)  The contract or transactions is fair and reasonable as to
               the Corporation at the time it is authorized by the Board, a
               committee, or the shareholders.

      Common   or   interested  directors  may  be  counted   in
determining the presence of a quorum at a meeting of  the  Board
of  Directors or a committee thereof, which authorizes, approves
or ratifies such contract or transactions.



                            ARTICLE V
                                
                          THE OFFICERS
                                
                                
     SECTION  1.   Officers.  The Board of  Directors  at  their
annual  meeting each year shall elect a Chairman of  the  Board,
Vice-Chairman of the Board, President, Secretary, and Treasurer,
and such other officers and assistant officers and agents as may
be  deemed necessary by the Board of Directors.  Any two or more
offices  may  be  held by the same person.  All  officers  shall
serve until the next annual meeting of the Board of Directors or
until their respective successors are elected and qualify.
          
     SECTION 2.  Vacancies.  Whenever any vacancies shall  occur
in  any  office by death, resignation, removal, increase in  the
number  of officers of the Corporation, or otherwise,  the  same
shall  be  filled by the Board of Directors, and the officer  so
elected  shall  hold office until his successor  is  chosen  and
qualified.
          
     SECTION 3.  Duties.  The Chairman of the Board shall be the
Chief Executive Officer of the Corporation, unless the Board  of
Directors  specifically  appoints  another  individual  to  that
position, and the Chief Executive Officer shall preside  at  all
stockholders'  meetings and meetings of the Board of  Directors.
The  Vice-Chairman of the Board, in the absence of the  Chairman
of  the  Board, shall preside at all stockholders'  meetings  or
meetings of the Board of Directors.  The President shall be  the
Chief  Operating  Officer of the Corporation, unless  the  Board
specifically appoints another individual to that position.   The
Secretary  and  the Treasurer shall perform such duties  as  are
from  time  to time assigned to them by the Board of  Directors.
The  Treasurer  shall  have custody of all corporate  funds  and

                                  -61-

financial  records,  shall keep full and  accurate  accounts  of
receipts  and  disbursements and render account thereof  at  the
annual meeting of stockholders and whenever else required by the
Board   of  Directors,  the  Chief  Executive  Officer  or   the
President.   It shall be the responsibility of the Treasurer  to
prepare the following not later than four months after the close
of  each  fiscal  year and to maintain such  in  the  registered
office of the Corporation:
          
          (a)  A balance sheet showing in reasonable detail the financial
               condition of the Corporation as of the close of its fiscal year.

          (b)  A profit and loss statement showing the results of its
               operation during its fiscal year.

     SECTION 4.  Compensation.  The compensation of the officers
shall be fixed, from time to time, by the Board of Directors.
          
     SECTION  5.  Removal.  Any officer elected or appointed  by
the  Board of Directors may be removed by the Board whenever  in
its  judgment  the  best interests of the  Corporation  will  be
served  thereby.   Removal  shall be without  prejudice  to  the
contract  rights,  if any, of the person removed.   Election  or
appointment  of  an officer shall not of itself create  contract
rights.
          
     SECTION  6.   Resignation.  Any officer of the  Corporation
may resign at any time by giving written notice to the Board  of
Directors  or  to  the  President or to  the  Secretary  of  the
Corporation.   Such resignation shall take effect  at  the  time
specified  therein; and unless otherwise specified therein,  the
acceptance of such resignation shall not be necessary to make it
effective.
          
     SECTION  7.  Corporate Instruments.  All checks and  drafts
on,  and withdrawals from, the Corporation's accounts with banks
or  other  financial  institutions, and all bills  of  exchange,
notes  and  other instruments for the payment of  money,  drawn,
made,  endorsed, or accepted by the Corporation, shall be signed
on  its behalf by the person or persons thereunto authorized by,
or pursuant to resolution of, the Board of Directors.


                           ARTICLE VI
                                
                           AMENDMENTS
                                
     The  Board of Directors of the Corporation shall  have  the
power  to alter, amend or repeal the Bylaws or adopt new Bylaws;
provided, however, any Bylaw may be repealed or changed  by  the
shareholders, and new Bylaws may be adopted by the shareholders.
The  shareholders may prescribe, in any Bylaw made by them, that
such  Bylaw  shall not be altered, amended or  repealed  by  the
Board of Directors.

                                 -62-


                           ARTICLE VII
                                
                  ACQUISITION OF CONTROL SHARES
                                
                                
     The  corporation  expressly elects not to  be  governed  by
Florida  Statute 607.109, entitled "Control-Share Acquisitions",
of the Florida General Corporation Act, which was effective July
2, 1987.


                                -63-

     
                    CERTIFICATE AS TO BY-LAWS
        OF ORANGE-CO, INC. AND ORANGE-CO OF FLORIDA, INC.



                                                  April 19, 1993



I, John R. Alexander, Secretary of Orange-co, Inc. and Secretary
of  Orange-co of Florida, Inc., hereby certify that the attached
copies  of  the  By-laws  of Orange-co, Inc.  and  Orange-co  of
Florida, Inc. are complete an that each respective By-laws  have
not  been amended, annulled, rescinded or revoked since the date
of the last amendments as reflected on the attached copies.



                             
                              /s/ John R. Alexander
                              ----------------------------
                              John R. Alexander, Secretary
                              Orange-co, Inc.
                              
                              
                              
                              
                              
                              /s/ John R. Alexander
                              ----------------------------
                              John R. Alexander, Secretary
                              Orange-co of Florida, Inc.

                                     -64-