Exhibit 3(b)

                               AMDAHL CORPORATION

                                RESTATED BY-LAWS


                                    Article I

                                     OFFICES


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

         SECTION 2. The  Corporation  may also have offices at such other places
both within and without the State of Delaware as the Board of the  Directors may
from time to time determine or the business of the Corporation may require.


                                   Article II

                             MEETING OF STOCKHOLDERS

         SECTION  1.  All  meetings  of the  stockholders  for the  election  of
directors shall be held in the City of Sunnyvale,  State of California,  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 of  stockholders  shall be held on the third
Tuesday in April,  if not a legal holiday,  and if a legal holiday,  then on the
next  secular day  following,  at 10:00 a.m.,  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 which they shall elect a Board of  Directors  and
transact such other business as may properly be brought before the meeting.

         SECTION 3. 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.



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         SECTION  4. The  office  who has  charge  of the  stock  ledger  of the
Corporation  shall  prepare and make,  at least ten days before every meeting of
the stockholders,  and 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  who is
present.

         SECTION 5.  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 Chairman of the Board or any two  directors
and shall be called by the  Chairman of the Board or Secretary at the request in
writing  of one or more  shareholders  holding  not less than  one-third  of the
voting  power of the  Corporation.  Such  request  shall  state the  purpose  or
purposes of the proposed meeting.

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

         SECTION 7. Business  transacted at any special  meeting of stockholders
shall be limited to the purposes stated in the notice.

         SECTION  8.  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  transacted  at the  meeting  as  originally
noticed.  If the  adjournment  is for more  than  thirty  days,  or if after the
adjournment  a new record date is fixed for the adjourned  meeting,  a notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote at the meeting.

         SECTION  9. 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

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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.

         SECTION 10. Except as may be otherwise  provided in the  Certificate of
Incorporation,  each  stockholder  shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for every share of the capital  stock
having voting power held by such stockholder,  but no proxy shall be voted on or
after three years from its date, unless the proxy provides for a longer period.

         SECTION 11. Any action required or permitted,  by statute or otherwise,
to be taken  at any  annual  or  special  meeting  of the  shareholders  of this
Corporation,  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 voted.
Prompt notice of the taking of such  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. The number of  directors  which shall  constitute  the whole
Board shall be ten (10). 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.
Directors need not be stockholders.

         SECTION 2. 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
soon  displaced.  If 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.



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         SECTION  3. 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 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.

                       MEETINGS OF THE BOARD OF DIRECTORS

         SECTION 4. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         SECTION 5. The first  meeting of each newly  elected Board of Directors
shall be held immediately  following and at the same place as the Annual Meeting
of the  stockholders  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 such meeting is not held at the time and
place set forth  above,  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  6.  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 7. Special  meetings of the Board may be called by the Chairman
of the Board on three days' notice to each  director,  either  personally  or by
telegram  or on five days'  notice to each  director by mail;  special  meetings
shall be called by the  Chairman of the Board or Secretary in like manner and on
like notice on the written request of two directors.

         SECTION 8. At all  meetings of the Board a majority of the total number
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,  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.

         SECTION  9.  Unless   otherwise   restricted  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 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.



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                             COMMITTEES OF DIRECTORS

         SECTION  10. 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,  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;  provided,  however,  that 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 11. Each  committee  shall keep regular  minutes of its meeting
and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

         SECTION  12. 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.  Whenever,  under the  provisions  of the statutes or of the
Certificate of Incorporation or of these by-laws, 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 personally or by telegram.

         SECTION  2.  Whenever  any  notice is  required  to be given  under the
provisions of the statutes or of the  Certificate of  Incorporation  or of these
by-laws,  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.

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                                    Article V

                                    OFFICERS

         SECTION 1. The officers of the Corporation shall be chosen by the Board
of  Directors   and  shall  be  a  Chairman  of  the  Board,   a  President,   a
Vice-President,  a Secretary,  and a Treasurer.  The Board of Directors may also
choose  additional  Vice-Presidents,  and one or more Assistant  Secretaries and
Assistant  Treasurers.  Any  number of offices  may be held by the same  person,
unless the Certificate of Incorporation or these by-laws otherwise provide.

         SECTION  2. The Board of  Directors  at its first  meeting  after  each
Annual  Meeting  of  stockholders  shall  choose  a  Chairman  of the  Board,  a
President, one or more Vice-Presidents, a Secretary, and a Treasurer.

         SECTION 3. 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. The salaries of all  officers and agents of the  Corporation
shall be fixed by the Board of  Directors.  The Board of Directors may appoint a
committee of its members to fix such salaries. It may also appoint an officer to
fix the salaries of subordinate officers and agents.

         SECTION 5. 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 vacancy  occurring in any office of the
Corporation shall be filled by the Board of Directors.

                            THE CHAIRMAN OF THE BOARD

         SECTION 6. The Chairman of the Board  shall,  subject to the control of
the  board,  and  subject  to the  provisions  below,  and  the  by-laws  of the
Corporation,  have and be vested with supervision and control over the business,
affairs and property of the Corporation and over its other officers,  agents and
employees. The Chairman of the Board shall:

         (a)      Have the right to preside at all meetings of the Board of
                  Directors.

         (b)      Have the right to preside at all meetings of stockholders.

         (c)      Be responsible for all resolutions, orders and directives of
                  the Board of Directors being carried into effect.


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         (d)      Keep the Board of Directors  and any  committees  of the board
                  fully  informed as to all matters  within his knowledge  which
                  the interests of the  Corporation may require to be brought to
                  their notice and shall  freely  consult  them  concerning  the
                  affairs of the Corporation.

         (e)      Be an ex-officio member of all committees of the board of
                  which he is not otherwise a member.

         (f)      Execute bonds, mortgages and other contracts requiring a seal,
                  under the seal of the Corporation,  and upon specific approval
                  of the board for each instance, where required or permitted by
                  law to be  otherwise  signed and executed and except where the
                  signing and execution thereof shall be expressly  delegated by
                  the board of directors  to some other  officer or agent of the
                  Corporation.

         (g)      Perform such other duties as these by-laws prescribe or as the
                  Board of Directors may prescribe from time to time.

                                  THE PRESIDENT

         SECTION 7. The  President  shall,  subject to the control of the Board,
and subject to the provisions below and the by-laws of the Corporation, have and
be vested with supervision and control over the Corporation's  manufacturing and
domestic  marketing  operations,  as well as the design and  development  of the
Corporation's products. The President shall:

         (a)      In the absence of the Chairman of the Board, or at his
                  request, preside at meetings of the Board of Directors or act
                  as Chairman of meetings of stockholders.

         (b)      At the request of the Chairman of the Board, or in the case of
                  his  absence or  inability  to act,  perform the duties of the
                  Chairman  of the Board and when so acting  shall  have all the
                  powers of, and be subject to all the  restrictions  upon,  the
                  Chairman of the Board.

         (c)      From time to time report to the  Chairman of the Board and the
                  Board of Directors upon all matters within his knowledge which
                  the interests of the  Corporation may require to be brought to
                  their notice.

         (d)      Keep the Chairman of the Board, the Board of Directors and any
                  committees  of the  Board  fully  informed  as to all  matters
                  within his knowledge  which the  interests of the  Corporation
                  may require to be brought to their notice  including,  but not
                  limited  to,  the  operations  of the  Corporation,  and shall
                  freely consult them concerning the affairs of the Corporation.

         (e)      Execute bonds, mortgages and other contracts requiring a seal,
                  under the seal of the Corporation, and upon specific approval

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                  of the Board for each instance, where required or permitted by
                  law to be  otherwise  signed and executed and except where the
                  signing and execution thereof shall be expressly  delegated by
                  the Board of Directors  to some other  officer or agent of the
                  Corporation.

         (f)      Perform all duties  incident to the office  President and such
                  other  duties  as these  by-laws  prescribe,  as the  Board of
                  Directors  may  prescribe  from  time  to  time  and as may be
                  assigned to him by the Chairman of the Board.

                               THE VICE-PRESIDENTS

         SECTION 8. The  Vice-President  (or in the event there be more than one
Vice-President,  the  Vice-Presidents  in the order  designated  by the Board of
Directors,  or in the absence of such designation,  then in the order designated
by the Chairman of the Board) may assume and 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 in the absence of the President or in the event
of his inability to act. The Vice-Presidents shall perform such other duties and
have  such  other  powers  as the  Board  of  Directors  may  from  time to time
prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         SECTION 9. 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  committees
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 the
Chairman  of the  Board,  under  whose  supervision  he shall be. He shall  have
custody  of the  corporate  seal  of the  Corporation  and he,  or an  Assistant
Secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed,  it may be attested by his signature or by the signature of
such Assistant  Secretary.  The Board of Directors may give general authority to
any officer to affix the seal of the  Corporation  and to attest the affixing by
his signature.

         SECTION 10. 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.



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                     THE TREASURER AND ASSISTANT TREASURERS

         SECTION 11. The Treasurer  shall have the custody of the  Corporation's
funds and securities  and shall keep full and accurate  accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable  effects in the name and to the credit of the  Corporation in
such depositories as may be designated by the Board of Directors.

         SECTION  12. He may  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  Chairman of the Board and the Board of
Directors,  at its regular meetings, or when the Board of Directors so requires,
an account of transactions and of the financial condition of the Corporation.

         SECTION 13. If required by the Board of  Directors,  the  Treasurer may
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, retirement 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  14. 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 exercise 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. 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
Chairman of the Board or the President or a vice-president  and 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.

         SECTION 2. 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,

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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.

                                LOST CERTIFICATES

         SECTION  3. 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 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 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  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.

                               TRANSFERS OF STOCK

         SECTION 4. 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 transfer, it shall be the
duty of the Corporation,  subject to restrictions on transfer of such shares, if
any, to issue a new certificate to the person entitled  thereto,  cancel the old
certificate and record the transaction upon its books.

                                FIXED RECORD DATE

         SECTION 5. In order that the Corporation may determine the stockholders
entitled to notice 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,
nor more  than  sixty  days  prior  to any  other  action.  A  determination  of
stockholders  of  record  entitled  to  notice  of  or to  vote  at  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.

                             REGISTERED STOCKHOLDERS

         SECTION 6.          The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of

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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
express or other notice  thereof,  except as  otherwise  provided by the laws of
Delaware.


                                   Article VII

                          GENERAL PROVISIONS DIVIDENDS

         SECTION 1. 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.  Upon  the
declaration of any dividend, the Board of Directors shall set a record date upon
which  the  transfer  agent  of  the  Corporation  shall  take a  record  of all
stockholders  entitled  to  the  dividend;  the  stock  transfer  books  of  the
Corporation  shall not be closed;  and, all stockholders of record on the record
date shall be entitled to the dividend notwithstanding any transfer on the books
of the Corporation after the record date.

         SECTION 2. 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 3. 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.

                                     CHECKS

         SECTION 4. 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.

                                   FISCAL YEAR

         SECTION 5.  The fiscal year of the Corporation shall begin on
the Saturday immediately following the last Friday in December of each

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calendar year, and shall end on the last Friday in December of the
following calendar year.

                                      SEAL

         SECTION 6. The Corporate Seal shall have inscribed  thereon the name of
the  Corporation,  the date of its  organization  and the  name of the  State of
Delaware.  The seal  may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.


                                  Article VIII

                                   AMENDMENTS

         SECTION 1. These  by-laws  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
by-laws be contained in the notice of such special meeting.


                                   Article IX

                                 INDEMNIFICATION

         SECTION  1. Each  person  who is or was a  director  or  officer of the
Corporation and is or was made a party or is threatened to be made a party to or
is  involved  in any  action,  suit  or  proceeding,  whether  civil,  criminal,
administrative or investigative  (hereinafter a "proceeding"),  by reason of the
fact that he or she, or a person of whom he or she is the legal  representative,
is or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent of another  Corporation  or a partnership,  joint venture,  trust or other
enterprise,  including  service with respect to employee  benefit plans,  may be
indemnified  and held harmless by the  Corporation as authorized in the specific
case pursuant to the Delaware General Corporation Law, as the same exists or may
hereafter  be  amended,  and  shall  be  indemnified  and held  harmless  by the
Corporation  as may be provided  pursuant to a written  agreement  between  such
director or officer and the Corporation.

         SECTION 2. Each person who is a director or officer of the  Corporation
may be paid by the Corporation the expenses incurred in defending any proceeding
in advance of its final disposition pursuant to the Delaware General Corporation
Law, as the same exists or may  hereafter be amended,  as the Board of Directors
deems appropriate, and

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shall be paid such expenses as may be provided  pursuant to a written  agreement
between  such  director  or officer and the  Corporation.  The  Corporation  may
provide  indemnification  and advancement of expenses to employees and agents of
the Corporation as the Board of Directors in its discretion deems appropriate.

         SECTION 3. The right to  indemnification  and the  payment of  expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this  Article  shall not be exclusive of any other right which any person may
have or hereafter  acquire under any statute,  provision of the  Certificate  of
Incorporation,   by-law,   agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

         SECTION 4. The Corporation may maintain  insurance,  at its expense, to
protect itself and any director,  officer,  employee or agent of the Corporation
or another Corporation,  partnership,  joint venture,  trust or other enterprise
against any such  expense,  liability  or loss,  whether or not the  Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

         SECTION 5. The  Corporation  shall have the express  authority to enter
such   agreements  as  the  Board  of  Directors   deems   appropriate  for  the
indemnification of present or future directors or officers of the Corporation in
connection  with their service to, or status with, the  Corporation or any other
Corporation,  entity  or  enterprise  with whom such  person is  serving  at the
express written request of the Corporation.


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