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                                                                    Exhibit 3(c)

 
                                RESTATED BYLAWS
                                ---------------

                                      OF
                                      --

                       GREEN TREE FINANCIAL CORPORATION,
                       ---------------------------------
 
                            A DELAWARE CORPORATION
                            ----------------------
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                                 CONTENTS
                                 --------


Bylaw Provision                                                Page Number
---------------                                                -----------
Article I. OFFICES, CORPORATE SEAL                                    1
   Section 1.01. Offices                                              1
   Section 1.02. Corporate Seal                                       1
 
Article II. MEETINGS OF STOCKHOLDERS                                  1
   Section 2.01. Place of Meeting                                     1
   Section 2.02. Annual Meetings                                      1
   Section 2.03. Special Meetings                                     1
   Section 2.04. Record Date                                          2
   Section 2.05. Notice of Meeting                                    2
   Section 2.06. Quorum                                               2
   Section 2.07. Adjourned Meetings                                   2
   Section 2.08. Act of the Stockholders                              2
   Section 2.09. Voting                                               2
   Section 2.10. Proxies                                              3
   Section 2.11. Waiver of Notice                                     3
   Section 2.12. List of Stockholders                                 3
 
Article III. DIRECTORS                                                3
   Section 3.01. General Powers                                       3
   Section 3.02. Number, Qualification and Term of Office             3
   Section 3.03. Board Meetings                                       4
   Section 3.04. Calling Meetings; Notice                             4
   Section 3.05. Waiver of Notice                                     4
   Section 3.06. Quorum                                               4
   Section 3.07. Conference Communications                            5
   Section 3.08. Vacancies                                            5
   Section 3.09. Removal                                              5
   Section 3.10. Committees                                           5
   Section 3.11. Committee of Disinterested Persons                   6
   Section 3.12. Written Action                                       6
   Section 3.13. Nomination of Director Candidates                    6
   Section 3.14. Determination of Contested Elections                 6
 
Article IV. OFFICERS                                                  7
   Section 4.01. Number and Designation                               7
   Section 4.02. Chief Executive Officer                              7
   Section 4.03. Chief Financial Officer                              7
   Section 4.04. President                                            7
   Section 4.05. Vice President                                       8  
   Section 4.06. Secretary                                            8 
   Section 4.07. Treasurer                                            8
   Section 4.08. Authority and Duties                                 8
   Section 4.09. Removal and Vacancies                                8
   Section 4.10. Compensation                                         8
 
 
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Article V. SHARES AND THEIR TRANSFER                                  8
   Section 5.01. Certificates for Shares                              8
   Section 5.02. Transfer of Shares                                   9
   Section 5.03. Loss of Certificates                                 9
 
Article VI. DIVIDENDS, RECORD DATE                                    9
   Section 6.01. Dividends                                            9
   Section 6.02. Record Date                                          9
 
Article VII. CORPORATE RECORDS                                       10
   Section 7.01. Share Register                                      10
   Section 7.02. Other Records                                       10
 
Article VIII. SECURITIES OF OTHER CORPORATIONS                       10
   Section 8.01. Voting Securities Held by the Corporation           10
   Section 8.02. Purchase and Sale of Securities                     10
 
Article IX. INDEMNIFICATION OF CERTAIN PERSONS                       10
   Section 9.01. Right to Indemnification                            10
   Section 9.02. Right of Indemnitee to Bring Suit                   11
   Section 9.03. Non-Exclusivity of Rights                           11
   Section 9.04. Insurance                                           11
   Section 9.05. Indemnification of Directors, Officers, 
                   Employees, and Agents of Subsidiaries 
                   and Related Entities and Employees and 
                   Agents of the Corporation                         12
   Section 9.06. Amendment                                           12
 
Article X. FISCAL YEAR                                               12

Article XI. AMENDMENTS                                               12
<PAGE>
 
                                   ARTICLE I
                            OFFICES, CORPORATE SEAL



     Section 1.01.  Offices.  The address of the registered office of the
Corporation and the name of its registered agent, if any, at the address of the
registered office shall be set forth in the Certificate of Incorporation or in
the latest statement filed with the Secretary of State.  The Corporation may
have such other offices, within or without the State of Delaware, as the Board
of Directors shall, from time to time determine.

     Section 1.02.  Corporate Seal.  The corporate seal shall be circular in
form and shall have inscribed thereon the name of the Corporation and the word
"Delaware" and the words "Corporate Seal".  It shall not be necessary for the
Corporation to use the corporate seal on any document.



                                  ARTICLE II

                           MEETINGS OF STOCKHOLDERS


     Section 2.01. Place of Meeting.  Meetings of the stockholders of the
Corporation shall be held at such place, either within or without the state of
Delaware, as may be designated from time to time by the Board of Directors, or
if not so designated, then at the office of the Corporation required to be
maintained pursuant to Section 1.01 hereof.

     Section 2.02.  Annual Meetings.  The Corporation shall hold meetings of the
stockholders on an annual basis on such day or date and at such time and place
as the Board of Directors shall determine by resolution.  At annual meetings,
the stockholders shall elect qualified successors for directors whose terms are
expiring and may transact such other business as may be appropriate for
stockholders' action.

     Section 2.03.  Special Meetings.  A special meeting of the stockholders for
any purposes may be called at any time by the Board of Directors.  The
Corporation shall hold special meetings on the date and at the time and place
fixed by the Board of Directors.  The business transacted at a special meeting
shall be limited to the purposes as stated in the notice of the meeting.  Any
business transacted at a special meeting that is not included in the purposes
stated in the notice of meeting is voidable by or on behalf of the Corporation,
unless all stockholders have waived notice of the meeting.

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     Section 2.04.  Record Date.  The Board of Directors shall fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than sixty days nor less than ten days preceding the date
of any meeting of stockholders as the record date for the determination of the
stockholders entitled to notice of, and to vote at, such meeting.  When a record
date is so fixed, only stockholders as of that date are entitled to notice of
and permitted to vote at that meeting of stockholders.  In the absence of action
by the Board of Directors, such record date shall be the forty-fifth day prior
to a meeting, unless such forty-fifth day is not a business day in which event
the record date shall be the last business day immediately prior to such forty-
fifth day.

     Section 2.05.  Notice of Meeting.  Except as otherwise specified in Section
2.07 or required by law, notice of each meeting of the stockholders stating the
date, time, and place and, in the case of a special meeting, the purpose or
purposes, shall be given at least ten days and not more than sixty days prior to
the meeting to every holder of shares entitled to vote at such meeting.

     Section 2.06.  Quorum.  The holders of a majority of the voting power of
the shares entitled to vote at a meeting, whether present or in person or by
proxy, shall constitute a quorum for the transaction of business at any annual
or special meeting.  If a quorum is present when a duly called or held meeting
is convened, the stockholders present may continue to transact business until
adjournment, even though the withdrawal of a number of stockholders originally
present leaves less than the proportion or number otherwise required for a
quorum.

     Section 2.07.  Adjourned Meetings.  Those present at a meeting may adjourn
the meeting from time to time, whether or not a quorum is present.  The
corporation shall not be required to give notice of the reconvened meeting to
the stockholders if the date, time, and place of the reconvened meeting is
announced at the meeting being adjourned; provided, however, that 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.  At reconvened meetings at which a quorum is present, any business may
be transacted which might have been transacted at the meeting as originally
noticed.

     Section 2.08.  Act of the Stockholders.  At any meeting of stockholders,
the stockholders shall take action by the affirmative vote of the holders of a
majority of the voting power of the shares present and entitled to vote, except
to the extent otherwise required by Delaware General Corporation Law.  In the
event the Corporation shall have outstanding a class or series of shares that
are entitled to vote as a class or series by Delaware General Corporation Law,
the Certificate of Incorporation, these Bylaws, or the terms of such shares, the
matter being voted upon must also receive the affirmative vote of the holders of
the same proportion of the shares of that class or series as is required
pursuant to the preceding sentence.

     Section 2.09.  Voting.   At each meeting of the stockholders every
stockholder having the right to vote shall be entitled to vote either in person
or by proxy meeting the requirements of Section 2.10.  Unless otherwise provided
in the Certificate of Incorporation or according to the terms of the shares,
each stockholder shall have one vote for each share having voting power
registered in such stockholder's name on the books of the Corporation.  Holders
of shares entitled to vote may vote any portion of the shares in any way the
stockholder chooses.  If a stockholder votes without designating the proportion
or number of shares voted in a particular way, the stockholder is deemed to have
voted all of the shares in that way.  Jointly owned shares may be voted by any
joint owner unless the Corporation receives written

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notice from any one of them denying the authority of that person to vote the
shares.  Upon the demand of any stockholder, the vote upon any question before
the meeting shall be by ballot.

     Section 2.10.  Proxies.  A stockholder may cast or authorize the casting of
a vote by filing a written appointment of a proxy with an officer of the
Corporation at or before the meeting at which the appointment is to be
effective.  No proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.  An appointment of a proxy
for shares held jointly by two or more stockholders is valid if signed by any
one of them, unless the Corporation receives from any one of those stockholders
written notice either denying the authority of that person to appoint a proxy or
appointing a different proxy.  To be valid, all proxies must meet the
requirements of, and shall be governed by, Delaware General Corporation Law.

     Section 2.11.  Waiver Of Notice.  Any stockholder may waive notice of any
regular or special meeting, either before, at, or after such meeting, orally or
in a writing signed by such stockholder or a representative entitled to vote the
share, of such stockholder.  Attendance by a stockholder at any meeting of
stockholders is a waiver of notice of such meeting, except where the stockholder
objects at the beginning of the meeting to the transaction of business because
the meeting is not lawfully called or convened or objects before a vote on an
item of business because the item may not lawfully be considered at that meeting
and the stockholder does not participate in the consideration of the item at
that meeting.

     Section 2.12. List of Stockholders.  The Secretary shall prepare and make,
at least 10 days before every meeting of Stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in alphabetical order,
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 10 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 specified, at the place where the
meeting is to be held.  The list shall be produced and kept at the time and
place of meeting during the whole time thereof, and may be inspected by any
stockholder who is present.


                                 ARTICLE III

                                   DIRECTORS

     Section 3.01.  General Powers.  The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.

     Section 3.02.  Number, Qualification and Term of Office.  The number of
directors shall be less than three nor more than eleven and shall be established
by resolution of the Board of Directors.  Directors need not be stockholders.
The number of directors may be increased beyond eleven or decreased below three
from time to time by a resolution adopted by the stockholders of at least 80% of
the shares of the corporation entitled to vote or, to the extent permitted by
law, by the Board of Directors.  The directors shall be divided into three
classes, as equal in number as possible.   Directors in the first class
(currently two directors) shall serve until the 1996 regular meeting of
stockholders; directors in the second class (currently two directors) shall
serve until the 1997 regular meeting of stockholders; and 

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directors in the third class (currently two directors) shall serve until the
1998 regular meeting of stockholders. At each regular meeting of the
stockholders each director elected to succeed a director whose term has expired
shall hold office until the third succeeding regular meeting of the stockholders
after such director's election and until such directors successor has been duly
elected and qualified, or until the earlier death, resignation, removal or
disqualification of such director. In case of any increase or decrease in the
number of directors, the increase or decrease shall be distributed among the
several classes as equally as possible as shall be determined by the Board of
Directors or by the stockholders of at least 80% of the shares of the
corporation entitled to vote; provided that any increase shall first be applied
to the class of directors having the shortest unexpired term and any decrease
shall first be applied to the class of directors having the longest unexpired
term.

     Notwithstanding the foregoing, whenever the holders of any one or more
series of Preferred Stock issued by the Corporation pursuant to Article 4 of the
Certificate of Incorporation of the Corporation shall have the right, voting
separately as a class or by series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the terms of the
series of Preferred Stock applicable thereto, and such directors so elected
shall not be divided into classes pursuant to this Section 3.02 or Article III
unless expressly  provided by the terms of the applicable series.

          (a) Amendment.  No provision of this Section 3.02 of Article III may
          be amended or rescinded, except by the affirmative vote of the
          stockholders of at least 80% of the outstanding shares of the
          corporation entitled to vote, or by the Board of Directors, to the
          extent permitted by law.

     Section 3.03. Board Meetings  The Board of Directors may hold meetings from
time to time at such time and place as the notice of such meeting may designate
or at the place announced if no notice is required.  The Board of Directors
shall meet each year immediately after the annual meeting of the stockholders at
the same place.  No notice of any kind to either old or new members of the Board
of Directors shall be necessary for such annual meeting or for any regular
meeting of the directors fixed from time to time by resolution of a majority of
the Board of Directors.

     Section 3.04.  Calling Meetings, Notice.  Meetings of the Board of
Directors may be called by the Chief Executive Officer, by giving at least
twenty-four hours notice of the date, time and place thereof to each director by
mail, telephone, telegram or in person.  If the date, time and place of a Board
of Directors meeting have been announced at a previous meeting of the Board of
Directors, no notice is required.  Notice of an adjourned meeting need not be
given other than by announcement at the meeting at which adjournment is taken of
the date, time and place at which the meeting will be reconvened.

     Section 3.05.  Waiver of Notice.  Any director may waive notice of any
meeting of the Board of Directors either before, at, or after such meeting
orally or in a writing signed by such director.  A director, by the director's
attendance at any meeting of the Board of Directors, shall be deemed to have
waived notice of such meeting, except when the director objects at the beginning
of the meeting to the transaction of business because the meeting is not
lawfully called or convened and does not participate thereafter in the meeting.

     Section 3.06.  Quorum.  A majority of the directors holding office
immediately prior to a meeting of the Board of Directors shall constitute a
quorum for the transaction of business at such meeting.

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     Section 3.07.  Conference Communications.  Any or all directors may
participate in any meeting or conference of the Board of Directors, or of any
duly constituted committee thereof, by any means of communication through which
the directors may simultaneously hear each other during such meeting and
participation in a meeting pursuant to this Section shall constitute presence in
person at the meeting.

     Section 3.08.  Vacancies.  Vacancies in the Board of Directors of this
Corporation occurring by reason of death, resignation, removal, or
disqualification shall be filled for the unexpired term by a majority of the
remaining directors, even though less than a quorum.  Vacancies resulting from
newly created directorships may be filled by a majority vote of the remaining
directors.  Each director elected to fill a vacancy shall hold office, subject
to provisions of these Bylaws, until a qualified successor is elected by the
stockholders at a regular or special meeting.  The stockholders shall elect a
director to fill the remainder of any unexpired term for which a director has
been elected to fill a vacancy by the Board of Directors at their next regular
or special meeting.  No provision of this Section 3.08 of Article III may be
amended or repealed except by the affirmative vote of the holders of at least
80% of the outstanding shares of the Corporation entitled to vote, or by the
Board of Directors, to the extent permitted by law.

     Section 3.09.  Removal.  The affirmative vote of the stockholders holding
at least 80% of the shares entitled to vote at an election of directors may
remove any or all of the directors from office at any time with or without
cause.  In the event that the Board of Directors or any one or more directors be
so removed, new directors shall be elected at the same meeting.  A director
named by the Board of Directors to fill a vacancy may be removed from office at
any time, with or without cause, by the affirmative vote of the remaining
directors if the stockholders have not elected directors in the interim between
the time of the appointment to fill such vacancy and the time of the removal.
No provision of this Section may be amended or repealed except by the
affirmative vote of the holders of at least 80% of the outstanding shares of the
Corporation entitled to vote, or by the Board of Directors, to the extent
permitted by law.

     Section 3.10.  Committees.  A resolution approved by the affirmative vote
of a majority of the whole Board of Directors may establish committees having
the authority of the Board of Directors in the management of the business of the
corporation to the extent provided in the resolution except for those powers
expressly reserved to the Board of Directors under Delaware law.  No such
committee shall have this power or authority in reference to amending the
Certificate of Incorporation (except as otherwise permitted by law); adopting an
agreement of merger or consolidation under Sections 251 or 252 of the Delaware
General Corporation Law; 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 a dissolution; or amending the bylaws of the Corporation.  A
committee shall consist of one or more directors appointed by affirmative vote
of a majority of the whole Board of Directors.  The Board of Directors 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 event of 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 of Directors to act at the
meeting in the place of any such absent or disqualified member.  A majority of
the members of the committee present at a meeting is a quorum for the
transactions of business, unless a larger or smaller proportion or number is
provided in the resolution establishing the committee.

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     Section 3.11.  Committee of Disinterested Persons.  Pursuant to the
procedure set forth in Section 3.10, the Board of Directors may establish a
committee composed of two or more disinterested directors or other disinterested
persons to determine whether it is in the best interests of the Corporation to
pursue a particular legal right or remedy of the Corporation and whether to
cause the dismissal or discontinuance of a particular proceeding that seeks to
assert a right or remedy on behalf of the Corporation.  The committee, once
established, is not subject to the direction or control of, or termination by,
the Board of Directors.  The vacancy on the committee may be filled by a
majority of the remaining committee members.  The good faith determinations of
the committee are binding upon  the Corporation and its directors, officers and
stockholders.  The committee shall terminate when it issues a written report of
its determination to the Board of Directors.

     Section 3.12  Written Action.  Any action which might be taken at a meeting
of the Board of Directors, or any duly constituted committee thereof, may be
taken without a meeting if done in writing and signed by all of the directors or
committee members, unless the Articles provide otherwise, and such action need
not be approved by the stockholders.

     Section 3.13.  Nomination of Director Candidates.  Nominations of
candidates for election to the Board of Directors of the Corporation at any
annual meeting of the shareholders may be made only by or at the direction of
the Board of Directors or by a shareholder entitled to vote at such annual
meeting.  All such nominations, except those made by or at the direction of the
Board of Directors, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation.  To be timely, such notice must be received at the
principal executive offices of the Corporation not less than sixty days prior to
the date of such annual meeting and must set forth (i) the name, age, business
address, residence address and the principal occupation or employment of each
nominee proposed in such notice, (ii) the name and address of the shareholder
giving the notice as the same appears in the Corporation's stock register, (iii)
the number of shares of capital stock of the Corporation which are beneficially
owned by each such nominee and by such shareholder and (iv) such other
information concerning each such nominee as would be required soliciting proxies
for the election of such nominee.  Such notice must also include a signed
consent of each such nominee to serve as a director of the Corporation, if
elected.

     If the officer of the Corporation presiding at an annual meeting of the
shareholders determines that a director nomination was not made in accordance
with the foregoing procedures, such nomination shall be void and shall be
disregarded for all purposes.

     Section 3.14.  Determination of Contested Elections.  In the event that
there are more candidates for election to the Board of Directors at a meeting of
the shareholders than there are directors to be elected at such meeting (a
"Contested Election"), the vote for election of directors shall be by ballot and
the officer of the Corporation presiding at the meeting shall appoint two
persons, who need not be shareholders, to act as Inspectors of Election at such
meeting.

     The Inspectors so appointed, before entering on the discharge of their
duties, shall take and subscribe on oath or affirmation faithfully to execute
the duties of Inspectors at such meeting with strict impartiality and according
to the best of their ability, and thereupon the Inspectors shall take charge of
the polls and after the balloting shall canvas the votes and determine in
accordance with law and make a certificate to the Corporation of the results of
the vote taken.  No director or candidate for the office of director shall be
appointed an Inspector.

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     The nominees for election to the Board of Directors in a Contested Election
who are certified by the Inspectors as having been elected shall be deemed to be
duly elected and qualified upon the expiration of three business days following
the date of such certification, provided that, in the event any court
proceedings are commenced which challenge the results of such Contested
Election, such nominees shall not be deemed to be duly elected and qualified
until all such court proceedings, including appeals, shall have been finally
concluded.


                                  ARTICLE IV

                                   OFFICERS

     Section 4.01.  Number and Designation.  The Corporation shall have one or
more natural persons exercising the functions of the offices of Chief Executive
Officer and Chief Financial Officer.  The Board of Directors may elect or
appoint such other officers or agents as it deems necessary for the operation
and management of the Corporation, with such powers, rights, duties, and
responsibilities as may be determined by the Board of Directors, including,
without limitation, a President, one or more Vice Presidents, a Secretary, a
Treasurer, and such assistant officers or other officers as may from time to
time be elected or appointed by the Board of Directors.  Each such officer shall
have the powers, rights, duties and responsibilities set forth in these Bylaws
unless otherwise determined by the Board of Directors.  Any number of offices
may be held by the same person.

     Section 4.02.  Chief Executive Officer.  Unless provided otherwise by a
resolution adopted by the Board of Directors, the Chief Executive Officer: (a)
shall have general active management of the business of the Corporation, (b)
shall, when present, preside at all meetings of the stockholders, (c) shall see
that all orders and resolutions of the Board of Directors are carried into
effect; (d) shall sign and deliver in the name of the Corporation any deed,
mortgages, bonds, contracts or other instruments pertaining to the business of
the Corporation, except in cases in which the authority to sign and deliver is
required by law to be exercised by another person or is expressly delegated by
these Bylaws or the Board of Directors to some other officer or agent of the
Corporation; and (e) shall perform such other duties as from time to time may be
assigned by the Board of Directors.

     Section 4.03.  Chief Financial Officer.  Unless provided otherwise by a
resolution adopted by the Board of Directors, the Treasurer: (a) shall cause to
be kept accurate financial records, for the Corporation; (b) shall cause to be
deposited all monies, drafts, and checks in the name of and to the credit of the
Corporation in such banks, and depositories as the Board of Directors shall
designate from time to time; (c) shall cause to be endorsed for deposit all
notes, checks and drafts received by the Corporation as ordered by the Board of
Directors, making proper vouchers therefore; (d) shall cause to be disbursed
corporate funds and shall cause to be issued checks and drafts in the name of
the Corporation, as ordered by the Board of Directors; (e) shall render to the
Chief Executive Officer and the Board of Directors, whenever requested, an
account of all the transactions as Chief Financial Officer and of the financial
condition of the Corporation; and (f) shall perform such other duties as may be
prescribed by the Board of Directors or the Chief Executive Officer from time to
time.

     Section 4.04.  President.  Unless otherwise determined by the Board of
Directors, the President shall be the Chief Executive Officer of the
Corporation.  If an officer other than the President is designated Chief
Executive Officer, the President shall perform such duties as may from time to
time be assigned by the Board of Directors.

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     Section 4.05. Vice President. Each Vice President shall perform such duties
as may be prescribed from time to time by these Bylaws or by the Board of
Directors.

     Section 4.06.  Secretary.  Unless provided otherwise by a resolution
adopted by the Board of Directors, the Secretary:  (a) shall attend all meetings
of the stockholders and Board of Directors, and shall record all the proceedings
of such meetings in the minute book of the Corporation; (b) shall give proper
notice of meetings of stockholders and Board of Directors and other notices
required by law or these Bylaws, and (c) shall perform such other duties as from
time to time may be assigned by the Board of Directors.

     Section 4.07.  Treasurer.  Unless otherwise determined by the Board of
Directors, the Treasurer shall be the Chief Financial Officer of the
Corporation.  If an officer other than the Treasurer is designated Chief
Financial Officer, the Treasurer shall perform such duties as may from time to
time be assigned by the Board of Directors.

     Section 4.08.  Authority and Duties.  In addition to the foregoing
authority and duties, all officers of the Corporation shall respectively have
such authority and perform such duties in the management of the business of the
Corporation as may be determined from time to time by the Board of Directors.
Unless prohibited by a resolution of the Board of Directors, an officer elected
or appointed by the Board of Directors may, without specific approval of the
Board of Directors, delegate some or all of the duties and powers of an office
to other persons.

     Section 4.09.  Removal and Vacancies.  The Board of Directors may remove
any officer from office at any time, with or without cause, by a resolution
approved by the affirmative vote of a majority of the directors present.  Such
removal, however, shall be without prejudice to the contract rights of the
person so removed.  A vacancy in an office of the Corporation by reason of
death, resignation, removal, disqualification, or otherwise may, or in the case
of a vacancy in the office of the Chief Executive Officer or Chief Financial
Officer shall, be filled for the unexpired term by the Board of Directors.

     Section 4.10.  Compensation.  The officers of this Corporation shall
receive such compensation for their services as may be determined by or in
accordance with resolutions of the Board of Directors.


                                   ARTICLE V

                           SHARES AND THEIR TRANSFER

     Section 5.01.  Certificates for Shares.  All shares of the Corporation
shall be certificated shares.  Each holder of shares of the Corporation shall be
entitled to a certificate, to be in such form as shall be prescribed by the
Board of Directors, certifying the number of shares of the Corporation owned by
such stockholder.  The certificates for such shares shall be numbered in the
order in which they shall be issued and shall be signed, in the name of the
Corporation, by the Chairman and Chief Executive Officer and by the Secretary or
an Assistant Secretary  or by such officers as the Board of Directors may
designate.  If the certificate is signed by a transfer agent or registrar, such
signatures of the corporate officers may be facsimiles, engraved or printed.  A
certificate representing shares issued by this Corporation, if it is authorized
to issue shares of more than one class or series, shall set forth upon the face
or back of the certificate, or shall state that the Corporation will furnish to
any stockholder upon request and without charge, a full statement of the
designations, preferences, limitations, and relative rights of the shares of
each class or series authorized to be issued, so far as they have been
determined, and the authority of the 

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Board of Directors to determine relative rights and preferences of subsequent
classes or series. Every certificate surrendered to the Corporation for exchange
or transfer shall be canceled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so canceled, except in cases provided for in Section 5.03.

     Section 5.02.  Transfer of Shares.  Transfer of shares on the books of the
Corporation may be authorized only by the stockholder named in the certificate,
or the stockholder's legal representative, or the stockholder's duly authorized
attorney-in-fact, and upon surrender of the certificate or the certificates for
such shares.  The Corporation may treat as the absolute owner of shares of the
Corporation the person or persons in whose name shares are registered on the
books of the Corporation.  The Board of Directors may appoint one or more
transfer agents and registrars to maintain the share records of the Corporation
and to effect share transfers on its behalf.

     Section 5.03.  Loss of Certificates.  Any stockholder claiming a
certificate for shares to be lost, stolen or destroyed shall make an affidavit
of that fact in such form as the Board of Directors shall require and shall, if
the Board of Directors so requires, give the Corporation a bond of indemnity in
form, in an amount, and with one or more securities satisfactory to the Board of
Directors, to indemnify the Corporation against any claim which may be made
against it on account of the reissue of such certificate, whereupon a new
certificate may be issued in the same tenor and for the same number of shares as
the one alleged to have been lost, stolen or destroyed.


                                 ARTICLE VI

                            DIVIDENDS, RECORD DATE

     Section 6.01. Dividends. The Board of Directors shall have the authority,
to declare dividends and other distributions upon shares to the extent permitted
by law.

     Section 6.02.  Record Date.  The Board of Directors may fix a date not
exceeding sixty days nor less than ten days preceding the date fixed for the
payment of any dividend as the record date for the determination of the
stockholders entitled to receive payment of the dividend and, in such case, only
shareholders of record on the date so fixed shall be entitled to receive payment
of such dividend.


                                 ARTICLE VII

                               CORPORATE RECORDS

     Section 7.01.  Share Register.  The Corporation shall keep at the office of
its transfer agent a share register not more than one year old, containing the
names and addresses of the many stockholders and the number and classes of
shares held by each stockholder.  The Corporation shall also keep at the office
of its transfer agent a record of the dates on which certificates or transaction
statements representing shares were issued.

     Section 7.02.  Other Records.  The Corporation shall keep at the office
where its chief executive officer maintains his principal office originals or
copies of: (a) records of all proceeding of stockholders for the last three
years; (b) records of all proceedings of the Board of Directors for the last
three years; (c) the Articles of Incorporation and all amendments currently in
effect; (d) the Bylaws and all amendments currently in effect; (e) financial
statements; (f) reports made to stockholders generally within the last three
years; (g) a statement of the names and usual business addresses of the
directors and 

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principal officers; (h) voting trust agreements described in Section 218 of the
Delaware General Corporation Law and (i) such other documents, instruments and
records required by Delaware General Corporation Law.


                                 ARTICLE VIII

                       SECURITIES OF OTHER CORPORATIONS

     Section 8.01. Voting Securities Held by the Corporation.  The Chief
Executive Officer shall have full power and authority on behalf of the
Corporation (a) to attend any meeting of security holders of other corporation
in which the Corporation may hold securities and to vote such securities on
behalf of the Corporation; (b) to execute any proxy for such meeting on behalf
of the Corporation; or (c) to execute a written action in lieu of a meeting of
such other corporation on behalf of this Corporation.  At such meeting, the
Chief Executive Officer shall possess and may exercise any and all rights and
powers incident to the ownership of such securities that the Corporation
possesses.  The Board of Directors or the Chief Executive Officer may, from time
to time, confer or delegate such powers to one or one or more other persons.

     Section 8.02.  Purchase and Sale of Securities.  The Chief Executive
Officer shall have full power and authority on behalf of the Corporation to
purchase, sell, transfer or encumber any and all securities of any other
corporation owned by the Corporation, and may execute and deliver such documents
as may be necessary to effectuate such purchase, sale, transfer or encumbrance.
The Board of Directors or the Chief Executive Officer may, from time to time,
confer or delegate such power to one or more other persons.



                                 ARTICLE IX

                      INDEMNIFICATION OF CERTAIN PERSONS


     Section 9.01.  Right to Indemnification.  Each person who was or is made a
party or is threatened to be made a party to or is otherwise 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
is or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director or officer of another corporation or of
a partnership, joint venture, trust, or other enterprise, including service with
respect to an employee benefit plan (hereinafter an "indemnitee"), whether the
basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted prior
thereto), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director or officer and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however, that,
except as provided in paragraph (b) hereof with respect to proceedings to
enforce rights to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the Board
of Directors of the Corporation.  The right to indemnification conferred in this
Section shall be a contract right and shall include the right to be paid by 

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<PAGE>
 
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition (hereinafter an "advancement of expenses");
provided, however, that, if the Delaware General Corporation Law requires, an
advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this Section or otherwise.

     Section 9.02.  Right of Indemnitee to Bring Suit.  If a claim under
paragraph (a) of this Section is not paid in full by the Corporation within
sixty days after a written claim has been received by the Corporation, except in
the case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty days, the indemnitee may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim.  If
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit.  In (i) any suit brought by the indemnitee
to enforce a right to indemnification hereunder (but not in a suit brought by
the indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) any suit by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the indemnitee
has not met the applicable standard of conduct set forth in the Delaware General
Corporation Law.  Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit.  In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Section or otherwise shall be on the
Corporation.

     Section 9.03.  Non-Exclusivity of Rights.  The rights to indemnification
and to the advancement of expenses conferred in this Section shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, the Corporation's Certificate of Incorporation, these bylaws,
agreement, vote of stockholders or disinterested directors, or otherwise.

     Section 9.04.  Insurance.  The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee, or agent of the
Corporation or subsidiary or related entity against any expense, liability, or
loss, whether or not the Corporation would have the power to indemnity such
person against such expense, liability, or loss under the Delaware General
Corporation Law.

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<PAGE>
 
     Section 9.05.  Indemnification of Directors, Officers, Employees, and
Agents of Subsidiaries and Related Entities and Employees and Agents of the
Corporation.  The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification, and to the advancement
of expenses to any director, officer, employee, or agent of a subsidiary or
related entity of the Corporation or to any employee or agent of the Corporation
to the fullest extent of the provisions of this Section with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.

     Section 9.06.  Amendment.  Notwithstanding any other provisions of these
Bylaws, the Certificate of Incorporation of the Corporation or the fact that a
lesser percentage may be specified by law, by these Bylaws, or by the
Certificate of Incorporation of this Corporation, the affirmative vote of the
holders of at least 80% of the combined voting power of the then outstanding
voting stock, voting as a single class, shall be required to amend, alter, adopt
any provision inconsistent with, or repeal this Article IX.



                                 ARTICLE X

                                 FISCAL YEAR

     Section 10.01.  The fiscal year of the Corporation shall begin on the 1st
day of January of each year and end on the 31st day of December.



                                 ARTICLE XI

                                 AMENDMENTS

     Section 11.01.  These Bylaws may be amended at any meeting of the Board of
Directors if notice of such proposed amendment shall have been given in the
notice of such meeting.  Such authority in the Board of Directors is subject to
(a) the limitations imposed by the Delaware General Corporation Law, as now
enacted or hereafter amended, or other applicable law and (b) the power of the
stockholders to change or repeal such Bylaws by a majority vote (except to the
extent a greater percentage of stockholders shall be required by these Bylaws or
by the Certificate of Incorporation) of the stockholders present or represented
at any meeting of stockholders called for such purpose.




(As amended on January 30, 1998)

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