Exhibit 3.2

                                                       BY-LAWS

                                                         OF

                                                ANDERSEN GROUP, INC.


                                                      ARTICLE I

                                                    Stockholders

     Section 1.1. Annual  Meetings.  An annual meeting of stockholders  shall be
held for the election of directors at such date, time and place either within or
without  the State of Delaware as may be  designated  by the Board of  Directors
from time to time.  Any other proper  business may be  transacted  at the annual
meeting.

         Section 1.2. Special Meetings.  Special meetings of stockholders may be
called at any time by the Chairman of the Board,  if any,  the  President or the
Board of  Directors,  to be held at such date,  time and place either  within or
without the State of Delaware as may be stated in the notice of the  meeting.  A
special  meeting  of  stockholders  shall be  called by the  Secretary  upon the
written  request,  stating  the  purpose of the  meeting,  of  stockholders  who
together  own of record a majority  of the  outstanding  shares of each class of
stock  entitled  to vote at such  meeting.  Business  transacted  at any special
meeting  shall be limited to the  purposes  stated in the notice of the  special
meeting.

         Section 1.3. Notice of Meetings.  Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting,  and, in the
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called.  Unless  otherwise  provided by law,  the written  notice of any meeting
shall be given not less than ten nor more than sixty days before the date of the
meeting to each stockholder  entitled to vote at such meeting.  If mailed,  such
notice  shall be deemed to be given when  deposited  in the United  States mail,
postage prepaid, directed to the stockholder at such stockholder's address as it
appears on the records of the Corporation.

         Section  1.4.  Adjournments.  Any  meeting of  stockholders,  annual or
special,  may adjourn  from time to time to  reconvene at the same or some other
place,  and notice need not be given of any such  adjourned  meeting if the time
and place  thereof  are  announced  at the meeting at which the  adjournment  is
taken. At the adjourned  meeting the Corporation may transact any business which
might have been  transacted at the original  meeting.  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  1.5.  Quorum.  At each meeting of  stockholders,  except where
otherwise  provided by law or the certificate of incorporation or these by-laws,
the  holders  of a  majority  of the  outstanding  shares of each class of stock
entitled  to vote at the  meeting,  present in person or  represented  by proxy,
shall constitute a quorum. For purposes of the foregoing, two or more classes or
series of stock shall be  considered a single  class if the holders  thereof are
entitled to vote together as a single class at the meeting.  In the absence of a
quorum the  stockholders  so present may, by majority vote,  adjourn the meeting
from time to time in the manner provided by Section 1.4 of these by-laws until a
quorum shall  attend.  Shares of its own capital  stock  belonging on the record
date for the meeting to the Corporation or to another corporation, if a majority
of the  shares  entitled  to vote in the  election  of  directors  of such other
corporation is held, directly or indirectly,  by the Corporation,  shall neither
be entitled to vote nor be counted for quorum purposes;  provided, however, that
the  foregoing  shall  not limit the  right of the  Corporation  to vote  stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

         Section 1.6.  Organization.  Meetings of stockholders shall be presided
over by the Chairman of the Board,  if any, or in the absence of the Chairman of
the  Board  by the  President,  or in the  absence  of the  President  by a Vice
President,  or in the absence of the foregoing persons by a chairman  designated
by the Board of Directors,  or in the absence of such  designation by a chairman
chosen at the meeting.  The Secretary shall act as secretary of the meeting,  or
in the absence of the Secretary by an Assistant  Secretary,  or in their absence
the  chairman of the meeting may appoint any person to act as  secretary  of the
meeting.

         Section  1.7.  Voting;   Proxies.  Unless  otherwise  provided  in  the
certificate of incorporation,  each stockholder  entitled to vote at any meeting
of  stockholders  shall be  entitled to one vote for each share of stock held by
such  stockholder  which has  voting  power upon the  matter in  question.  Each
stockholder  entitled to vote at a meeting of stockholders or to express consent
or  dissent  to  corporate  action in writing  without a meeting  may  authorize
another  person or persons  to act for such  stockholder  by proxy,  but no such
proxy shall be voted or acted upon after  three years from its date,  unless the
proxy provides for a longer  period.  A duly executed proxy shall be irrevocable
if it states that it is  irrevocable  and if, and only as long as, it is coupled
with  an  interest  sufficient  in  law  to  support  an  irrevocable  power.  A
stockholder  may revoke any proxy  which is not  irrevocable  by  attending  the
meeting and voting in person or by filing an instrument in writing  revoking the
proxy or another duly executed  proxy bearing a later date with the Secretary of
the  Corporation.  Voting at  meetings  of  stockholders  need not be by written
ballot and need not be conducted by inspectors  unless the holders of a majority
of the  outstanding  shares of all  classes of stock  entitled  to vote  thereon
present  in  person  or by proxy at such  meeting  shall  so  determine.  At all
meetings of stockholders  for the election of directors a plurality of the votes
cast shall be sufficient to elect each director.  With respect to other matters,
unless otherwise provided by law or by the certificate of incorporation or these
by-laws,  the affirmative vote of the holders of a majority of the shares of all
classes of stock  present in person or  represented  by proxy at the meeting and
entitled to vote on the  subject  matter  shall be the act of the  stockholders,
provided  that (except as  otherwise  required by law or by the  certificate  of
incorporation)  the Board of  Directors  may require a larger vote upon any such
matter. Where a separate vote by class is required,  the affirmative vote of the
holders  of a  majority  of the  shares  of each  class  present  in  person  or
represented  by proxy at the meeting  shall be the act of such class,  except as
otherwise  provided  by law or by the  certificate  of  incorporation  or  these
by-laws.

         Section 1.8. Fixing Date for  Determination  of Stockholders of Record.
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, nor more than sixty days
prior to any other action.  If no record date is fixed:  (1) the record date for
determining  stockholders  entitled  to  notice  of or to vote at a  meeting  of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given,  or, if notice is waived,  at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining  stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board is necessary, shall
be the day on which the first written  consent is expressed;  and (3) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board adopts the resolution relating thereto. 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 may fix a new record date for the adjourned meeting.

         Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make,  at least ten days before  every  meeting of  stockholders,  a
complete list of the stockholders  entitled to vote at the meeting,  arranged in
alphabetical  order,  and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the  examination  of any  stockholder,  for any purpose  germane to the meeting,
during ordinary  business hours,  for a period of at least ten days prior to the
meeting,  either at a place  within  the city  where the  meeting is to be held,
which  place  shall be  specified  in the notice of the  meeting,  or, if not so
specified,  at the place where the meeting is to be held. The list shall also be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof and may be inspected by any stockholder who is present.

         Section  1.10.  Consent  of  Stockholders  in Lieu of  Meeting.  Unless
otherwise  provided in the certificate of incorporation,  any action required by
law to be  taken  at any  annual  or  special  meeting  of  stockholders  of the
Corporation,  or any action which may be taken at any annual or special  meeting
of such 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
voted.  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 II

                                                 Board of Directors

         Section 2.1. Powers; Number;  Qualifications.  The business and affairs
of the  Corporation  shall be managed by or under the  direction of the Board of
Directors,  except as may be otherwise  provided by law or in the certificate of
incorporation.  The Board  shall  consist  of one or more  members,  the  number
thereof to be determined  from time to time by the Board.  Directors need not be
stockholders.

         Section 2.2. Election; Term of Office; Resignation; Removal; Vacancies.
Each director  shall hold office until the annual meeting of  stockholders  next
succeeding  his or her  election  and until his or her  successor is elected and
qualified or until his or her earlier  resignation or removal.  Any director may
resign at any time upon  written  notice  to the  Board of  Directors  or to the
President  or the  Secretary of the  Corporation.  Such  resignation  shall take
effect at the time specified therein,  and unless otherwise specified therein no
acceptance  of such  resignation  shall be necessary to make it  effective.  Any
director or the entire Board of Directors may be removed, with or without cause,
by the holders of a majority of the shares then  entitled to vote at an election
of directors;  except that, if the  certificate  of  incorporation  provides for
cumulative  voting and less than the entire Board is to be removed,  no director
may be removed  without cause if the votes cast against his or her removal would
be sufficient to elect him or her if then  cumulatively  voted at an election of
the entire Board,  or, if there be classes of  directors,  at an election of the
class of  directors  of which he or she is a part.  Whenever  the holders of any
class or series  of stock are  entitled  to elect one or more  directors  by the
provisions of the certificate of incorporation,  the provisions of the preceding
sentence shall apply,  in respect to the removal  without cause of a director or
directors so elected,  to the vote of the holders of the  outstanding  shares of
that class or series and not to the vote of the  outstanding  shares as a whole.
Unless otherwise  provided in the certificate of incorporation or these by-laws,
vacancies and newly  created  directorships  resulting  from any increase in the
authorized  number of directors  elected by all of the  stockholders  having the
right to vote as a single  class or from any  other  cause  may be  filled  by a
majority of the directors then in office, although less than a quorum, or by the
sole remaining  director.  Whenever the holders of any class or classes of stock
or series  thereof are entitled to elect one or more directors by the provisions
of the certificate of incorporation,  vacancies and newly created  directorships
of such class or classes or series may be filled by a majority of the  directors
elected by such class or classes  or series  thereof  then in office,  or by the
sole remaining director so elected.

         Section  2.3.  Regular  Meetings.  Regular  meetings  of the  Board  of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board may from time to time determine, and if so determined
notice thereof need not be given.

         Section  2.4.  Special  Meetings.  Special  meetings  of the  Board  of
Directors  may be held at any time or  place  within  or  without  the  State of
Delaware  whenever called by the Chairman of the Board, if any, by the President
or by any two directors.
Reasonable  notice  thereof shall be given by the person or persons  calling the
meeting.

         Section  2.5.   Participation  in  Meetings  by  Conference   Telephone
Permitted.  Unless  otherwise  restricted by the certificate of incorporation or
these by-laws, members of the Board of Directors, or any committee designated by
the Board,  may participate in a meeting of the Board or of such  committee,  as
the case may be, by means of  conference  telephone  or  similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each  other,  and  participation  in a meeting  pursuant  to this  by-law  shall
constitute presence in person at such meeting.

         Section 2.6. Quorum;  Vote Required for Action.  At all meetings of the
Board of Directors  one-third of the entire Board shall  constitute a quorum for
the transaction of business.  The vote of a majority of the directors present at
a meeting at which a quorum is present  shall be the act of the Board unless the
certificate of  incorporation or these by-laws shall require a vote of a greater
number.  In case at any meeting of the Board a quorum shall not be present,  the
members of the Board  present may adjourn the meeting  from time to time until a
quorum shall attend.

         Section 2.7. Organization.  Meetings of the Board of Directors shall be
presided  over by the  Chairman  of the Board,  if any, or in the absence of the
Chairman of the Board by the President, or in their absence by a chairman chosen
at the meeting.  The Secretary,  or in the absence of the Secretary an Assistant
Secretary,  shall act as  secretary  of the  meeting,  but in the absence of the
Secretary  and any  Assistant  Secretary the chairman of the meeting may appoint
any person to act as secretary of the meeting.

         Section 2.8. Action by Directors  Without a 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 of such 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 2.9.  Compensation of Directors.  The Board of Directors shall have
the authority to fix the compensation of directors.




<PAGE>


                                                     ARTICLE III

                                                     Committees

         Section  3.1.  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 one 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.  In the absence or disqualification  of a member of a committee,  the
member or members  thereof  present at any  meeting  and not  disqualified  from
voting,  whether  or not  such  member  or  members  constitute  a  quorum,  may
unanimously  appoint  another member of the Board to act at the meeting in place
of any such absent or disqualified  member.  Any such  committee,  to the extent
provided in the  resolution  of the Board,  shall have and may  exercise all the
powers and authority of the Board 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; but no such  committee  shall have power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's  property and
assets,  recommending to the  stockholders a dissolution of the Corporation or a
revocation of dissolution,  removing or indemnifying directors or amending these
bylaws;  and,  unless the  resolution  expressly so provides,  no such committee
shall have the power or  authority  to declare a dividend  or to  authorize  the
issuance of stock.

         Section 3.2. Committee Rules.  Unless the Board of Directors  otherwise
provides,  each  committee  designated by the Board may adopt,  amend and repeal
rules for the conduct of its  business.  In the  absence of a  provision  by the
Board or a provision in the rules of such committee to the contrary,  a majority
of the entire  authorized number of members of such committee shall constitute a
quorum for the  transaction  of business,  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, and in other respects each committee shall conduct
its business in the same manner as the Board  conducts its business  pursuant to
Article II of these bylaws.


ARTICLE IV

Officers

         Section  4.1.  Officers;  Election.  As soon as  practicable  after the
annual meeting of  stockholders in each year, the Board of Directors shall elect
a President and a Secretary,  and it may, if it so determines,  elect from among
its members a Chairman  of the Board.  The Board may also elect one or more Vice
Presidents,  one or  more  Assistant  Vice  Presidents,  one or  more  Assistant
Secretaries,  a Treasurer and one or more  Assistant  Treasurers  and such other
officers as the Board may deem desirable or appropriate and may give any of them
such further  designations or alternate  titles as it considers  desirable.  Any
number of offices may be held by the same person.

         Section 4.2. Term of Office; Resignation; Removal; Vacancies. Except as
otherwise  provided in the  resolution  of the Board of  Directors  electing any
officer,  each officer  shall hold office  until the first  meeting of the Board
after the annual meeting of  stockholders  next  succeeding his or her election,
and until his or her  successor  is elected  and  qualified  or until his or her
earlier resignation or removal.  Any officer may resign at any time upon written
notice to the Board or to the  President or the  Secretary  of the  Corporation.
Such  resignation  shall take effect at the time specified  therein,  and unless
otherwise specified therein no acceptance of such resignation shall be necessary
to make it effective.  The Board may remove any officer with or without cause at
any time. Any such removal shall be without prejudice to the contractual  rights
of such officer,  if any, with the  Corporation,  but the election of an officer
shall not of itself  create  contractual  rights.  Any vacancy  occurring in any
office of the  Corporation  by death,  resignation,  removal or otherwise may be
filled  for the  unexpired  portion  of the term by the Board at any  regular or
special meeting.

         Section 4.3.  Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors and of the  stockholders
at which he or she shall be present and shall have and may exercise  such powers
as may,  from time to time, be assigned to him or her by the Board and as may be
provided by law.

         Section  4.4.  President.  In the absence of the Chairman of the Board,
the President shall preside at all meetings of the Board of Directors and of the
stockholders  at which he or she shall be present.  The  President  shall be the
chief  executive  officer and shall have general  charge and  supervision of the
business of the Corporation  and, in general,  shall perform all duties incident
to the office of president of a  corporation  and such other duties as may, from
time to time,  be  assigned  to him or her by the Board or as may be provided by
law.

         Section 4.5. Vice Presidents. The Vice President or Vice Presidents, at
the request of the  President,  shall perform the duties of the  President,  and
when so acting shall have the powers of the President. If there be more than one
Vice  President,  the Board of Directors may determine  which one or more of the
Vice Presidents  shall perform any of such duties;  or if such  determination is
not made by the Board, the President may make such determination;  otherwise any
of the Vice  Presidents  may perform any of such duties.  The Vice  President or
Vice Presidents shall have such other powers and shall perform such other duties
as may, from time to time, be assigned to him or her or them by the Board or the
President or as may be provided by law.

         Section 4.6. Secretary. The Secretary shall have the duty to record the
proceedings of the meetings of the stockholders,  the Board of Directors and any
committees in a book to be kept for that purpose, shall see that all notices are
duly given in accordance  with the provisions of these by-laws or as required by
law,  shall be  custodian  of the  records  of the  Corporation,  may  affix the
corporate  seal to any  document  the  execution  of  which,  on  behalf  of the
Corporation,  is duly authorized,  and when so affixed may attest the same, and,
in general,  shall  perform all duties  incident to the office of secretary of a
corporation  and such other duties as may, from time to time, be assigned to him
or her by the Board or the President or as may be provided by law.

         Section  4.7.  Treasurer.  The  Treasurer  shall have  charge of and be
responsible  for  all  funds,  securities,  receipts  and  disbursements  of the
Corporation  and  shall  deposit  or cause to be  deposited,  in the name of the
Corporation, all moneys or other valuable effects in such banks, trust companies
or other  depositories  as shall,  from time to time,  be  selected  by or under
authority of the Board of  Directors.  If required by the Board,  the  Treasurer
shall give a bond for the  faithful  discharge  of his or her duties,  with such
surety or sureties as the Board may determine. The Treasurer shall keep or cause
to be kept full and accurate records of all receipts and  disbursements in books
of the  Corporation,  shall render to the President  and to the Board,  whenever
requested,  an account of the financial  condition of the  Corporation,  and, in
general,  shall perform all the duties  incident to the office of treasurer of a
corporation  and such other duties as may, from time to time, be assigned to him
or her by the Board or the President or as may be provided by law.

         Section  4.8.  Other  Officers.  The  other  officers,  if any,  of the
Corporation  shall  have  such  powers  and  duties  in  the  management  of the
Corporation  as shall be stated in a resolution of the Board of Directors  which
is not  inconsistent  with these  by-laws  and, to the extent not so stated,  as
generally  pertain to their  respective  offices,  subject to the control of the
Board. The Board may require any officer, agent or employee to give security for
the faithful performance of his or her duties.


ARTICLE V

Stock

         Section 5.1.  Certificates.  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 of Directors,  if any, 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 such  holder in the  Corporation.  If such  certificate  is
manually signed by one officer or manually  countersigned by a transfer agent or
by a registrar,  any other signature on the  certificate may be a facsimile.  In
case any officer,  transfer agent or registrar who has signed or whose facsimile
signature  has been  placed  upon a  certificate  shall  have  ceased to be such
officer,  transfer agent or registrar before such certificate is issued,  it may
be issued by the  Corporation  with the same  effect as if such person were such
officer, transfer agent or registrar at the date of issue.

         Section 5.2. Lost, Stolen or Destroyed Stock Certificates;  Issuance of
New  Certificates.  The  Corporation may issue a new certificate of stock in the
place of any  certificate  theretofore  issued by it, alleged to have been lost,
stolen or  destroyed,  and the  Corporation  may  require the owner of the lost,
stolen or destroyed certificate,  or such owner's legal representative,  to give
the  Corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.


ARTICLE VI

Miscellaneous

     Section  6.1.  Fiscal  Year.  The fiscal year of the  Corporation  shall be
determined by the Board of Directors.

     Section 6.2.  Seal. The  Corporation  may have a corporate seal which shall
have the name of the Corporation  inscribed thereon and shall be in such form as
may be approved from time to time by the Board of Directors.  The corporate seal
may be used by causing it or a facsimile  thereof to be  impressed or affixed or
in any other manner reproduced.

     Section 6.3.  Waiver of Notice of Meetings of  Stockholders.  Directors and
Committees.  Whenever  notice  is  required  to be  given  by law or  under  any
provision of the certificate of incorporation or these by-laws, a written waiver
thereof,  signed by the person  entitled to notice,  whether before or after the
time stated  therein,  shall be deemed  equivalent  to notice.  Attendance  of a
person at a meeting shall constitute a waiver of notice of such meeting,  except
when the person attends a 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  called or convened.  Neither the business to be transacted  at,
nor the  purpose  of,  any  regular  or  special  meeting  of the  stockholders,
directors,  or members of a committee  of  directors  need be  specified  in any
written waiver of notice unless so required by the certificate of  incorporation
or these by-laws.

     Section 6.4.  Indemnification  of  Directors,  Officers,  and Employees and
Agents. The Corporation shall indemnify its directors,  officers,  employees and
agents  in  accordance  with the  provisions  set  forth in its  certificate  of
incorporation.

     Section  6.5.  Interested  Directors;  Quorum.  No contract or  transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation  and any other  corporation,  partnership,  association or other
organization  in which one or more of its directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes  the contract or  transaction,  or solely because his or her or their
votes are counted for such purpose,  if: (1) the material facts as to his or her
relationship  or interest and as to the contract or transaction are disclosed or
are known to the Board or the  committee,  and the  Board or  committee  in good
faith  authorizes  the  contract or  transaction  by the  affirmative  vote of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum;  or (2) the material facts as to his or her  relationship
or interest and as to the contract or transaction  are disclosed or are known to
the  stockholders  entitled to vote thereon,  and the contract or transaction is
specifically  approved  in good  faith by vote of the  stockholders;  or (3) the
contract  or  transaction  is fair as to the  Corporation  as of the  time it is
authorized,  approved or ratified,  by the Board,  a committee  thereof,  or the
stockholders.  Common or interested  directors may be counted in determining the
presence  of a  quorum  at a  meeting  of  the  Board  or of a  committee  which
authorizes the contract or transaction.

     Section 6.6. Form of Records.  Any records maintained by the Corporation in
the regular course of its business, including its stock ledger, books of account
and minute  books,  may be kept on, or be in the form of, punch cards,  magnetic
tape,  photographs,  microphotographs  or any other information  storage device,
provided  that the records so kept can be converted  into  clearly  legible form
within a reasonable  time. The Corporation  shall so convert any records so kept
upon the request of any person entitled to inspect the same.

     Section  6.7.  Amendment  of  By-Laws.  These  by-laws  may be  amended  or
repealed,  and  new  by-laws  adopted,  by  the  Board  of  Directors,  but  the
stockholders  entitled  to vote may adopt  additional  by-laws  and may amend or
repeal any by-law whether or not adopted by them.