DELTA FINANCIAL CORPORATION


                         AMENDED AND RESTATED BY-LAWS


                               As Adopted and in
                           Effect on March 18, 1999




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                          DELTA FINANCIAL CORPORATION

                                    BY-LAWS


                               TABLE OF CONTENTS


                                                                          Page



STOCKHOLDERS' MEETINGS.......................................................1
      1.   Time and Place of Meetings........................................1
      2.   Annual Meeting....................................................1
      3.   Special Meetings..................................................1
      4.   Notice of Meetings................................................1
      5.   Inspectors........................................................2
      6.   Quorum............................................................2
      7.   Voting............................................................2
      8.   Order of Business.................................................3


DIRECTORS....................................................................5
      9.   Function..........................................................5
      10.  Number, Election, and Terms.......................................5
      11.  Vacancies and Newly Created Directorships.........................6
      12.  Removal...........................................................6
      13.  Nominations of Directors; Election................................6
      14.  Resignation.......................................................7
      15.  Regular Meetings..................................................7
      16.  Special Meetings..................................................8
      17.  Quorum............................................................8
      18.  Participation in Meetings by Telephone Conference.................8
      19.  Committees........................................................8
      20.  Compensation......................................................9
      21.  Rules.............................................................9


NOTICES......................................................................9
      22.  Generally.........................................................9
      23.  Waivers..........................................................10


OFFICERS....................................................................10
      24.  Generally........................................................10
      25.  Compensation.....................................................11
      26.  Succession.......................................................11
      

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      27.  Authority and Duties.............................................11

STOCK ......................................................................11
      28.  Certificates.....................................................11
      29.  Classes of Stock.................................................11
      30.  Transfers........................................................12
      31.  Lost, Stolen, or Destroyed Certificates..........................12
      32.  Record Dates.....................................................12


INDEMNIFICATION.............................................................13
      33.  Damages and Expenses.............................................13
      34.  Insurance, Contracts, and Funding................................19


GENERAL.....................................................................19
      35.  Fiscal Year......................................................19
      36.  Seal.............................................................20
      37.  Reliance upon Books, Reports, and Records........................20
      38.  Time Periods.....................................................20
      39.  Amendments.......................................................20
      40.  Certain Defined Terms............................................20

                                       ii



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                            STOCKHOLDERS' MEETINGS


1. TIME AND PLACE OF MEETINGS. All meetings of the stockholders for the election
of  Directors  or for any other  purpose  will be held at such  time and  place,
within or without the State of Delaware,  as may be  designated by the Board or,
in the absence of a designation by the Board,  the Chairman,  the President,  or
the Secretary,  and stated in the notice of meeting.  The Board may postpone and
reschedule  any  previously   scheduled   annual  or  special   meeting  of  the
stockholders.

2. ANNUAL MEETING.  An annual meeting of the  stockholders  will be held at such
date and time as may be  designated  from  time to time by the  Board,  at which
meeting the stockholders will elect by a plurality vote the Directors to succeed
those whose terms expire at such meeting and will transact  such other  business
as may properly be brought before the meeting in accordance with By-Law 8.

3. SPECIAL MEETINGS.  Special meetings of the stockholders may be called only by
(a) the Chairman or (b) the  Secretary  within 10 calendar days after receipt of
the written  request of a majority  of the Whole  Board.  Any such  request by a
majority of the Whole Board must be sent to the Chairman and the  Secretary  and
must state the purpose or purposes of the proposed meeting.  Special meetings of
holders of the outstanding  Preferred Stock, if any, may be called in the manner
and for the purposes provided in the applicable Preferred Stock Designation.  At
a special  meeting of  stockholders,  only such  business  may be  conducted  or
considered  as (i) has been  specified  in the  notice  of the  meeting  (or any
supplement  thereto)  given by or at the direction of the Chairman or a majority
of the Whole Board or (ii)  otherwise is properly  brought before the meeting by
the presiding  officer of the meeting (as described in By-Law 8) or by or at the
direction of a majority of the Whole Board.

4. NOTICE OF  MEETINGS.  Written  notice of every  meeting of the  stockholders,
stating 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, will be given
not less than 10 nor more than 60  calendar  days before the date of the meeting
to each  stockholder  of  record  entitled  to vote at such  meeting,  except as
otherwise  provided  herein or by law.  When a

                                      -1-


meeting is  adjourned   to another  place,  date, or time,  written  notice need
not be given of the adjourned  meeting if the place,  date, and time thereof are
announced at the meeting at which the adjournment is taken;  provided,  however,
that if the  adjournment  is for more  than 30  calendar  days,  or if after the
adjournment a new record date is fixed for the adjourned meeting, written notice
of the  place,  date,  and  time  of the  adjourned  meeting  must be  given  in
conformity  herewith.  At any adjourned meeting,  any business may be transacted
which properly could have been transacted at the original meeting.

5.  INSPECTORS.  The Board may appoint one or more inspectors of election to act
as judges of the voting and to determine  those  entitled to vote at any meeting
of the stockholders, or any adjournment thereof, in advance of such meeting. The
Board may designate  one or more persons as alternate  inspectors to replace any
inspector  who fails to act. If no  inspector  or  alternate is able to act at a
meeting of stockholders, the presiding officer of the meeting may appoint one or
more substitute inspectors.

6.  QUORUM.  Except  as  otherwise  provided  by  law  or in a  Preferred  Stock
Designation,  the holders of a majority of the stock issued and  outstanding and
entitled  to vote  thereat,  present  in person or  represented  by proxy,  will
constitute a quorum at all meetings of the  stockholders  for the transaction of
business thereat. If, however,  such quorum is not present or represented at any
meeting of the stockholders,  the stockholders entitled to vote thereat, present
in person or  represented  by proxy,  will have the power to adjourn the meeting
from time to time, without notice other than announcement at the meeting,  until
a quorum is present or represented.

7.  VOTING.  Except  as  otherwise  provided  by  law,  by  the  Certificate  of
Incorporation,  or in a Preferred Stock  Designation,  each  stockholder will be
entitled  at every  meeting  of the  stockholders  to one vote for each share of
stock having voting power standing in the name of such  stockholder on the books
of the  Company on the record  date for the  meeting  and such votes may be cast
either in person or by proxy.  A  stockholder  may authorize  another  person or
persons  to  act  for  him as  proxy  in  writing,  including  facsimile,  or by
transmitting or authorizing the transmission of a telegram,  cablegram, or other
means of  electronic  transmission  to the  person who will be the holder of the
proxy or to a proxy  solicitation  firm,  proxy 

                                      -2-


support  service  organization  or like  agent duly  authorized  by  the  person
who will be the holder of the proxy to receive such transmission,  provided that
any such  telegram,  cablegram or other means of  electronic  transmission  must
either  set  forth  or be  submitted  with  information  from  which  it  can be
determined that the telegram,  cablegram or other  electronic  transmission  was
authorized  by  the  stockholder.  If  it is  determined  that  such  telegrams,
cablegrams or other  electronic  transmissions  are valid, the inspectors (or if
there are no  inspectors,  such other persons making that  determination)  shall
specify  the  information   upon  which  they  relied.   Any  copy,   facsimile,
telecommunication or other reliable  reproduction of the writing or transmission
created  pursuant  to  this  By-Law  7 may be  submitted  or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing  or  transmission  could be used,  provided  that such  copy,  facsimile
telecommunication or other reproduction shall be a complete  reproduction of the
entire original writing or transmission. A stockholder may revoke any proxy that
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.  The vote upon any question  brought  before a
meeting of the stockholders may be by voice vote,  unless otherwise  required by
the Certificate of  Incorporation or these By-Laws or unless the Chairman or 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  otherwise
determine.  Every vote taken by written ballot will be counted by the inspectors
of election.  When a quorum is present at any meeting,  the affirmative  vote of
the holders of a majority of the stock present in person or represented by proxy
at the meeting and entitled to vote on the subject matter and which has actually
been  voted  will be the act of the  stockholders,  except  in the  election  of
Directors  or as  otherwise  provided  in  these  By-Laws,  the  Certificate  of
Incorporation, a Preferred Stock Designation, or by law.

                                      -3-


8. ORDER OF BUSINESS.  (a) The  Chairman,  or such other  officer of the Company
designated  by a  majority  of  the  Whole  Board,  will  call  meetings  of the
stockholders  to  order  and  will  act as  presiding  officer  thereof.  Unless
otherwise determined by the Board prior to the meeting, the presiding officer of
the meeting of the  stockholders  will also  determine the order of business and
have the authority in his or her sole  discretion to regulate the conduct of any
such  meeting,  including  without  limitation by imposing  restrictions  on the
persons (other than stockholders of the Company or their duly appointed proxies)
who may attend any such  stockholders'  meeting,  by  ascertaining  whether  any
stockholder  or his proxy may be excluded  from any meeting of the  stockholders
based upon any determination by the presiding  officer,  in his sole discretion,
that  any  such  person  has  unduly  disrupted  or is  likely  to  disrupt  the
proceedings  thereat,  and by determining the  circumstances in which any person
may make a statement or ask questions at any meeting of the stockholders.

      (b) At an annual meeting of the  stockholders,  only such business will be
conducted  or  considered  as is  properly  brought  before the  meeting.  To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any  supplement  thereto)  given by or at the direction of
the Board,  (ii) otherwise  properly brought before the meeting by the presiding
officer or by or at the  direction  of a majority of the Whole  Board,  or (iii)
otherwise  properly  requested to be brought before the meeting by a stockholder
of the Company in accordance with paragraph (c) of this By-Law 8.

      (c) For business to be properly  requested to be brought  before an annual
meeting by a  stockholder,  the  stockholder  must (i) be a  stockholder  of the
Company  of  record  at the time of the  giving of the  notice  for such  annual
meeting provided for in these By-Laws, (ii) be entitled to vote at such meeting,
and (iii) have given timely notice  thereof in writing to the  Secretary.  To be
timely,  a  stockholder's  notice must be delivered to or mailed and received at
the  principal  executive  offices of the Company not less than 60 calendar days
prior  to the  annual  meeting;  PROVIDED,  HOWEVER,  that in the  event  public
announcement  of the date of the annual meeting is not made at least 75 calendar
days prior to the date of the annual  meeting,  notice by the  stockholder to be
timely  must be so  received  not later than the close of  business  on the 10th
calendar day  following  the day on  which public announcement is first made of 

                                      -4-


the  date  of  the  annual  meeting.  A  stockholder's  notice to  the Secretary
must set forth as to each matter the  stockholder  proposes to bring  before the
annual meeting (A) a description in reasonable detail of the business desired to
brought before the annual  meeting and the reasons for conducting  such business
at the annual meeting, (B) the name and address, as they appear on the Company's
books, of the stockholder  proposing such business and the beneficial  owner, if
any, on whose behalf the proposal is made, (C) the class and number of shares of
the  Company  that are  owned  beneficially  and of  record  by the  stockholder
proposing such business and by the beneficial owner, if any, on whose behalf the
proposal is made, and (D) any material  interest of such  stockholder  proposing
such business and the beneficial  owner, if any, on whose behalf the proposal is
made  in  such  business.  Notwithstanding  anything  in  these  By-Laws  to the
contrary,  no  business  will  be  conducted  at an  annual  meeting  except  in
accordance with the procedures set forth in this By-Law 8. The presiding officer
of the annual  meeting will, if the facts  warrant,  determine that business was
not  properly  brought  before the  meeting in  accordance  with the  procedures
prescribed  in this  By-Law 8 and, if he or she should so  determine,  he or she
will so declare to the meeting and any such business not properly brought before
the meeting will not be transacted.  Notwithstanding the foregoing provisions of
this By-Law 8, a stockholder  must also comply with all applicable  requirements
of the  Securities  Exchange  Act  of  1934,  as  amended,  and  the  rules  and
regulations  thereunder  with respect to the matters set forth in this By-Law 8.
For  purposes  of  this  By-Law  and  By-Law  13,  "public  announcement"  means
disclosure in a press release reported by the Dow Jones News Service, Associated
Press,  or comparable  national news service or in a document  publicly filed by
the Company with the Securities and Exchange Commission pursuant to Sections 13,
14, or 15(d) of the Securities Exchange Act of 1934, as amended. Nothing in this
By-Law 8 will be  deemed  to  affect  any  rights  of  stockholders  to  request
inclusion of proposals in the Company's proxy  statement  pursuant to Rule 14a-8
under the Securities Exchange Act of 1934, as amended.


                                   DIRECTORS


9.  FUNCTION.  The business and affairs of the Company will be managed under the
direction of its Board.


                                      -5-


10. NUMBER, ELECTION, AND TERMS. Subject to the rights, if any, of any series of
Preferred Stock to elect additional Directors under circumstances specified in a
Preferred  Stock  Designation,   the  authorized  number  of  Directors  may  be
determined  from time to time only by a vote of a majority of the Whole Board or
by the  affirmative  vote of the  holders of at least 70% of the  Voting  Stock,
voting  together as a single class,  but in no case will the number of Directors
be other than as provided in the  Certificate of  Incorporation.  The Directors,
other  than  those  who may be  elected  by the  holders  of any  series  of the
Preferred  Stock,  will be  classified  with  respect to the time for which they
severally hold office in accordance with the Certificate of Incorporation.

11. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Subject to the rights, if any, of
the holders of any series of Preferred Stock to elect additional Directors under
circumstances  specified  in  a  Preferred  Stock  Designation,   newly  created
directorships  resulting  from any increase in the number of  Directors  and any
vacancies  on the Board  resulting  from death,  resignation,  disqualification,
removal,  or other  cause  will be filled  solely by the  affirmative  vote of a
majority  of the  remaining  Directors  then in office,  even though less than a
quorum of the Board, or by a sole remaining  Director.  Any Director  elected in
accordance with the preceding sentence will hold office for the remainder of the
full term of the class of Directors in which the new directorship was created or
the  vacancy  occurred  and until  such  Director's  successor  is  elected  and
qualified.  No decrease in the number of Directors  constituting  the Board will
shorten the term of an incumbent Director.

12.  REMOVAL.  Subject to the  rights,  if any,  of the holders of any series of
Preferred Stock to elect additional Directors under circumstances specified in a
Preferred  Stock  Designation,  any  Director  may be removed from office by the
stockholders  only for cause and only in the manner  provided in the Certificate
of Incorporation and, if applicable, any amendment to these By-Laws.

13.  NOMINATIONS OF DIRECTORS;  ELECTION.  (a) Subject to the rights, if any, of
the holders of any series of Preferred Stock to elect additional Directors under
circumstances  specified in a Preferred Stock Designation,  only persons who are
nominated  in  accordance  with the  following  procedures  will be eligible for
election as Directors of the Company.

                                      -6-


      (b) Nominations of persons for election as Directors of the Company may be
made at a meeting of  stockholders  (i) by or at the  direction  of the Board or
(ii) by any  stockholder who is a stockholder of record at the time of giving of
notice  provided  for in this By-Law 13 who is entitled to vote for the election
of Directors at the meeting and who complies  with the  procedures  set forth in
this By-Law 13. All nominations by stockholders  must be made pursuant to timely
notice in proper written form to the Secretary.

      (c) To be timely,  a  stockholder's  notice must be delivered to or mailed
and received at the principal  executive offices of the Company not less than 60
calendar days prior to the meeting;  provided,  however,  that in the event that
public  announcement of the date of the meeting is not made at least 75 calendar
days prior to the date of the meeting,  notice by the  stockholder  to be timely
must be so received  not later than the close of  business on the 10th  calendar
day following the day on which public  announcement is first made of the date of
the meeting.  To be in proper written form, such  stockholder's  notice must set
forth or  include  (i) the name and  address,  as they  appear on the  Company's
books, of the stockholder giving the notice and of the beneficial owner, if any,
on  whose  behalf  the  nomination  is  made;  (ii) a  representation  that  the
stockholder  giving  the  notice is a holder  of record of stock of the  Company
entitled to vote at such  meeting and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice; (iii) the
class and number of shares of stock of the  Company  owned  beneficially  and of
record by the stockholder giving the notice and by the beneficial owner, if any,
on whose behalf the nomination is made;  (iv) a description of all  arrangements
or understandings between or among any of (A) the stockholder giving the notice,
(B) the beneficial  owner on whose behalf the notice is given, (C) each nominee,
and (D) any other person or persons (naming such person or persons)  pursuant to
which the nomination or nominations are to be made by the stockholder giving the
notice;  (v) such other  information  regarding  each  nominee  proposed  by the
stockholder  giving the notice as would be  required  to be  included in a proxy
statement  filed  pursuant to the proxy  rules of the  Securities  and  Exchange
Commission had the nominee been nominated,  or intended to be nominated,  by the
Board; and (vi) the signed consent of each nominee to serve as a director of the
Company if so elected.  At the request of the Board, any person nominated by the
Board for election as a Director must furnish to the Secretary that

                                      -7-


information  required  to   be  set  forth   in   a  stockholder's   notice   of
nomination which pertains to the nominee.  The presiding  officer of the meeting
for  election  of  Directors  will,  if  the  facts  warrant,  determine  that a
nomination  was not made in accordance  with the  procedures  prescribed by this
By-Law 13, and if he or she  should so  determine,  he or she will so declare to
the meeting and the defective  nomination will be  disregarded.  Notwithstanding
the foregoing  provisions of this By-Law 13, a stockholder must also comply with
all applicable  requirements of the Securities Exchange Act of 1934, as amended,
and the rules and  regulations  thereunder with respect to the matters set forth
in this By-Law 13.

14. RESIGNATION. Any Director may resign at any time by giving written notice of
his  resignation  to the  Chairman or the  Secretary.  Any  resignation  will be
effective  upon actual  receipt by any such person or, if later,  as of the date
and time specified in such written notice.

15.  REGULAR  MEETINGS.  Regular  meetings of the Board may be held  immediately
after the annual  meeting of the  stockholders  and at such other time and place
either  within  or  without  the State of  Delaware  as may from time to time be
determined  by the Board.  Notice of regular  meetings  of the Board need not be
given.

16.  SPECIAL  MEETINGS.  Special  meetings  of the  Board  may be  called by the
Chairman  or the  President  on one day's  notice to each  Director by whom such
notice is not waived, given either personally or by mail,  telephone,  telegram,
telex, facsimile, or similar medium of communication,  and will be called by the
Chairman  or the  President  in like  manner and on like  notice on the  written
request of three or more Directors. Special meetings of the Board may be held at
such time and  place  either  within or  without  the  State of  Delaware  as is
determined by the Board or specified in the notice of any such meeting.

17.  QUORUM.  At all  meetings of the Board,  a majority of the total  number of
Directors  then in  office  will  constitute  a quorum  for the  transaction  of
business.  Except for the designation of committees as hereinafter  provided and
except for actions required by these By-Laws or the Certificate of Incorporation
to be taken by a  majority  of the Whole  Board,  the act of a  majority  of the
Directors  present at any  meeting at which there is a quorum will be the act of
the Board. If a quorum is not present at any meeting of the Board, the Directors

                                      -8-


present  thereat may adjourn  the  meeting  from time to time to another  place,
time, or date,  without notice other than  announcement at the meeting,  until a
quorum is present.

18. PARTICIPATION IN MEETINGS BY TELEPHONE  CONFERENCE.  Members of the Board or
any committee  designated by the Board may participate in a meeting of the Board
or any such committee,  as the case may be, by means of telephone  conference or
similar  means by which all persons  participating  in the meeting can hear each
other, and such participation in a meeting will constitute presence in person at
the meeting.

19.  COMMITTEES.  (a) The Board, by resolution passed by a majority of the Whole
Board, will designate an executive committee (the "Executive  Committee") of not
less  than two  members  of the  Board,  one of whom will be the  Chairman.  The
Executive  Committee will have and may exercise the powers of the Board,  except
the power to declare dividends, to amend these By-Laws, to elect officers, or to
rescind or modify any prior action of the Board and except as otherwise provided
by law.

      (b) The Board, by resolution  passed by a majority of the Whole Board, may
designate one or more additional  committees,  each such committee to consist of
one or more Directors and each to have such lawfully delegable powers and duties
as the Board may confer.

      (c) The  Executive  Committee  and each other  committee of the Board will
serve at the pleasure of the Board or as may be specified in any resolution from
time to time adopted by the Board. The Board may designate one or more Directors
as  alternate  members  of any such  committee,  who may  replace  any absent or
disqualified member at any meeting of such committee.  In lieu of such action by
the Board,  in the absence or  disqualification  of any member of a committee of
the Board, the members thereof present at any such meeting of such committee and
not  disqualified  from voting,  whether or not they  constitute  a quorum,  may
unanimously  appoint  another  member of the Board to act at the  meeting in the
place of any such absent or disqualified member.

      (d) Except as otherwise provided in these By-Laws or by law, any committee
of the Board,  to the extent  provided  in  Paragraph  (a) of this By-Law or, if
applicable,  in the resolution of the Board,  will have and may exercise all the
powers and
                                      -9-


authority  of  the  Board in  the  direction  of the  management of the business
and affairs of the Company. Any such committee designated by the Board will have
such name as may be determined  from time to time by  resolution  adopted by the
Board.  Unless  otherwise  prescribed by the Board, a majority of the members of
any  committee  of the Board will  constitute  a quorum for the  transaction  of
business, and the act of a majority of the members present at a meeting at which
there is a quorum will be the act of such committee. Each committee of the Board
may prescribe  its own rules for calling and holding  meetings and its method of
procedure, subject to any rules prescribed by the Board, and will keep a written
record of all actions taken by it.

20.   COMPENSATION.   The  Board  may  establish  the   compensation   for,  and
reimbursement  of the expenses of,  Directors for membership on the Board and on
committees  of the Board,  attendance  at meetings of the Board or committees of
the Board,  and for other  services  by  Directors  to the Company or any of its
majority-owned subsidiaries.

21. RULES.  The Board may adopt rules and  regulations  for the conduct of their
meetings and the management of the affairs of the Company.


                                    NOTICES

22.  GENERALLY.  Except as  otherwise  provided by law,  these  By-Laws,  or the
Certificate  of  Incorporation,  whenever by law or under the  provisions of the
Certificate of  Incorporation or these By-Laws notice is required to be given to
any  Director  or  stockholder,  it will not be  construed  to require  personal
notice,  but such notice may be given in  writing,  by mail,  addressed  to such
Director or  stockholder,  at the address of such Director or  stockholder as it
appears on the records of the Company,  with postage thereon  prepaid,  and such
notice will be deemed to be given at the time when the same is  deposited in the
United  States  mail.  Notice  to  Directors  may also be  given  by  telephone,
telegram,  telex,  facsimile, or similar medium of communication or as otherwise
may be permitted by these By-Laws.

23.  WAIVERS.  Whenever  any notice is  required to be given by law or under the
provisions  of the  Certificate  of  Incorporation  or these  By-Laws,  a waiver
thereof in writing,  signed by the person or persons  entitled  to such  notice,
whether
                                      -10-


before or  after  the time of  the event for  which  notice is to be given, will
be deemed  equivalent  to such notice.  Attendance of a person at a meeting will
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.


                                   OFFICERS


24. GENERALLY. The officers of the Company will be elected by the Board and will
consist of a Chairman (who, unless the Board specifies  otherwise,  will also be
the Chief Executive Officer),  a President,  a Secretary,  and a Treasurer.  The
Board of Directors may also choose any or all of the following: one or more Vice
Chairmen,  one or more  Assistants to the Chairman,  one or more Vice Presidents
(who may be given particular  designations with respect to authority,  function,
or  seniority),  and such  other  officers  as the  Board  may from time to time
determine.  Notwithstanding  the  foregoing,  by  specific  action the Board may
authorize the Chairman or the Chief  Executive  Officer (if  different  then the
Chairman)  to appoint any person to any office other than  Chairman,  President,
Secretary,  or Treasurer.  Any number of offices may be held by the same person.
Any of the  offices  may be left  vacant  from  time to  time as the  Board  may
determine.  In the case of the  absence  or  disability  of any  officer  of the
Company or for any other reason  deemed  sufficient  by a majority of the Board,
the Board may delegate the absent or disabled  officer's powers or duties to any
other officer or to any Director.

25. COMPENSATION. The compensation of all officers and agents of the Company who
are also  Directors  of the Company will be fixed by the Board or by a committee
of the Board.  The Board may fix, or delegate the power to fix, the compensation
of other officers and agents of the Company to an officer of the Company.

26.  SUCCESSION.  The  officers  of the  Company  will hold  office  until their
successors are elected and qualified.  Any officer may be removed at any time by
the affirmative vote of a majority of the Whole Board. Any vacancy  occurring in
any office of the Company may be filled by the Board.

                                      -11-


27.  AUTHORITY  AND DUTIES.  Each of the  officers of the Company will have such
authority  and will  perform  such duties as are  customarily  incident to their
respective offices or as may be specified from time to time by the Board.


                                     STOCK


28. CERTIFICATES.  Certificates representing shares of stock of the Company will
be in such form as is  determined  by the  Board,  subject to  applicable  legal
requirements.  Each such certificate will be numbered and its issuance  recorded
in the books of the Company, and such certificate will exhibit the holder's name
and the number of shares  and will be signed by, or in the name of, the  Company
by the President and the Secretary or an Assistant  Secretary,  or the Treasurer
or an  Assistant  Treasurer,  and will also be signed by, or bear the  facsimile
signature  of, a duly  authorized  officer or agent of any  properly  designated
transfer agent of the Company.  Any or all of the signatures and the seal of the
Company, if any, upon such certificates may be facsimiles, engraved, or printed.
Such  certificates may be issued and delivered  notwithstanding  that the person
whose facsimile  signature appears thereon may have ceased to be such officer at
the time the certificates are issued and delivered.

29. CLASSES OF STOCK. The designations, preferences, and relative participating,
optional,  or other  special  rights of the  various  classes of stock or series
thereof, and the qualifications,  limitations,  or restrictions thereof, will be
set forth in full or  summarized on the face or back of the  certificates  which
the Company issues to represent its stock, or in lieu thereof, such certificates
will set forth the office of the Company from which the holders of  certificates
may obtain a copy of such information.

30.  TRANSFERS.  Upon  surrender  to the  Company or the  transfer  agent of the
Company of a  certificate  for shares  duly  endorsed or  accompanied  by proper
evidence of  succession,  assignment,  or authority to transfer,  it will be the
duty of the Company to issue,  or to cause its  transfer  agent to issue,  a new
certificate to the person  entitled  thereto,  cancel the old  certificate,  and
record the transaction upon its books.

                                      -12-


31. LOST,  STOLEN,  OR DESSTROYED  CERTIFICATES.  The Secretary may direct a new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore  issued by the  Company  alleged  to have  been  lost,
stolen, or destroyed, upon the making of an affidavit of that fact, satisfactory
to the Secretary,  by the person  claiming the  certificate of stock to be lost,
stolen,  or  destroyed.  As a  condition  precedent  to  the  issuance  of a new
certificate or certificates,  the Secretary may require the owners of such lost,
stolen,  or destroyed  certificate or certificates to give the Company a bond in
such sum and with  such  surety  or  sureties  as the  Secretary  may  direct as
indemnity  against any claims that may be made  against the Company with respect
to the  certificate  alleged  to have been lost,  stolen,  or  destroyed  or the
issuance of the new certificate.

32. RECORD DATES.  (a) In order that the Company may determine the  stockholders
entitled  to  notice  of or to  vote  at  any  meeting  of  stockholders  or any
adjournment  thereof,  the Board may fix a record  date,  which will not be more
than 60 nor less than 10 calendar  days before the date of such  meeting.  If no
record date is fixed by the Board, the record date for determining  stockholders
entitled  to notice of or to vote at a meeting  of  stockholders  will be at the
close of business on the calendar day next  preceding the day on which notice is
given,  or, if notice is waived,  at the close of business on the  calendar  day
next  preceding  the day on which  the  meeting  is  held.  A  determination  of
stockholders  of record  entitled  to  notice of or to vote at a meeting  of the
stockholders  will apply to any adjournment of the meeting;  provided,  however,
that the Board may fix a new record date for the adjourned meeting.

      (b) In order that the Company may determine the  stockholders  entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the  stockholders  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 may fix a record  date,  which  record  date will not be more than 60
calendar days prior to such action.  If no record date is fixed, the record date
for  determining  stockholders  for any  such  purpose  will be at the  close of
business on the calendar day on which the Board adopts the  resolution  relating
thereto.

      (c) The  Company  will be  entitled  to treat the person in whose name any
share of its stock is registered as the owner

                                      -13-


thereof for  all  purposes,  and  will  not  be bound to recognize any equitable
or other claim to, or interest  in, such share on the part of any other  person,
whether or not the Company has notice thereof,  except as expressly  provided by
applicable law.

                              INDEMNIFICATION

33.  DAMAGES AND  EXPENSES.  (a) Without  limiting the  generality  or effect of
Article  Tenth of the  Certificate  of  Incorporation,  the Company  will to the
fullest  extent  permitted by  applicable  law as then in effect  indemnify  any
person (an "Indemnitee") who is or was involved in any manner (including without
limitation  as a party or a witness) or is  threatened to be made so involved in
any threatened,  pending, or completed  investigation,  claim,  action, suit, or
proceeding, whether civil, criminal, administrative, or investigative (including
without  limitation  any action,  suit,  or proceeding by or in the right of the
Company to procure a judgment  in its favor) (a  "Proceeding")  by reason of the
fact that such  person is or was or had  agreed to become a  Director,  officer,
employee,  or agent of the  Company,  or is or was serving at the request of the
Board or an officer of the Company as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other entity, whether
for profit or not for profit (including the heirs, executors, administrators, or
estate  of such  person),  or  anything  done or not by such  person in any such
capacity,  against all expenses (including attorneys' fees),  judgments,  fines,
and amounts paid in settlement  actually and reasonably  incurred by such person
in connection  with such  Proceeding.  Such  indemnification  will be a contract
right and will  include the right to receive  payment in advance of any expenses
incurred by an Indemnitee in connection  with such  Proceeding,  consistent with
the provisions of applicable law as then in effect.

      (b) The right of  indemnification  provided  in this By-Law 33 will not be
exclusive of any other rights to which any person  seeking  indemnification  may
otherwise  be  entitled,  and will be  applicable  to  Proceedings  commenced or
continuing  after the adoption of this By-Law 33,  whether  arising from acts or
omissions occurring before or after such adoption.

      (c) In furtherance, but not in limitation of the foregoing provisions, the
following  procedures,  presumptions,  and  remedies

                                      -14-


will  apply  with  respect  to   advancement  of  expenses  and   the  right to
indemnification under this By-Law 33:

            (i)  All  reasonable  expenses  incurred  by  or  on  behalf  of  an
      Indemnitee  in  connection  with any  Proceeding  will be  advanced to the
      Indemnitee by the Company within 30 calendar days after the receipt by the
      Company of a statement or statements  from the Indemnitee  requesting such
      advance or  advances  from time to time,  whether  prior to or after final
      disposition  of  such  Proceeding.   Such  statement  or  statements  will
      reasonably evidence the expenses incurred by the Indemnitee and, if and to
      the extent required by law at the time of such advance, will include or be
      accompanied  by an  undertaking by or on behalf of the Indemnitee to repay
      such amounts advanced as to which it may ultimately be determined that the
      Indemnitee is not entitled.  If such an  undertaking is required by law at
      the time of an advance,  no security will be required for such undertaking
      and such undertaking will be accepted without reference to the recipient's
      financial ability to make repayment.

          (ii) To obtain  indemnification  under this By-Law 33, the  Indemnitee
      will  submit  to  the  Secretary  a  written   request,   including   such
      documentation  supporting  the  claim as is  reasonably  available  to the
      Indemnitee  and is reasonably  necessary to determine  whether and to what
      extent the  Indemnitee  is entitled to  indemnification  (the  "Supporting
      Documentation").  The  determination  of the  Indemnitee's  entitlement to
      indemnification  will be made not less than 60 calendar days after receipt
      by the Company of the written  request for  indemnification  together with
      the Supporting Documentation.  The Secretary will promptly upon receipt of
      such a request for  indemnification  advise the Board in writing  that the
      Indemnitee has requested indemnification.  The Indemnitee's entitlement to
      indemnification  under  this  By-Law 33 will be  determined  in one of the
      following ways: (A) by a majority vote of the Disinterested  Directors (as
      hereinafter defined), if they constitute a quorum of the Board, or, in the
      case of an  Indemnitee  that is not a  present  or former  officer  of the
      Company,  by any committee of the Board or committee of officers or agents
      of the  Company  designated  for such  purpose by a majority  of the Whole
      Board; (B) by a written opinion of Independent  Counsel if (1) a Change of
      Control has occurred and the  Indemnitee so requests or (2) in the

                                      -15-


      case of an Indemnitee that is a present or former officer of the Company,
      a quorum of the Board consisting of  Disinterested  Directors is not 
      obtainable or, even if obtainable, a majority of such Disinterested
      Directors so directs;(C) by the  stockholders  (but  only if a  majority
      of the  Disinterested Directors, if they constitute a quorum of the Board,
      presents the issue of entitlement to indemnification to the stockholders
      for   their determination);  or (D) as provided in  subparagraph  (iii)
      below.  In the event the determination of entitlement to indemnification
      is to be made by Independent  Counsel  pursuant  to clause  (B) above,  a
      majority  of the Disinterested  Directors will select the Independent
      Counsel, but only an Independent  Counsel to which the Indemnitee does not
      reasonably  object; provided,  however,  that  if  a  Change  of  Control
      has  occurred,  the Indemnitee will select such Independent Counsel,  but
      only an Independent Counsel to which the Board does not reasonably object.

         (iii)  Except as  otherwise  expressly  provided in this By-Law 33, the
      Indemnitee will be presumed to be entitled to  indemnification  under this
      By-Law 33 upon submission of a request for  indemnification  together with
      the Supporting  Documentation  in accordance  with  subparagraph  (c) (ii)
      above,  and  thereafter  the  Company  will  have the  burden  of proof to
      overcome that  presumption  in reaching a contrary  determination.  In any
      event, if the person or persons  empowered under  subparagraph (c) (ii) to
      determine entitlement to indemnification has not been appointed or has not
      made a determination  within 60 calendar days after receipt by the Company
      of the request therefor  together with the Supporting  Documentation,  the
      Indemnitee  will be  deemed  to be  entitled  to  indemnification  and the
      Indemnitee  will  be  entitled  to  such  indemnification  unless  (A) the
      Indemnitee  misrepresented or failed to disclose a material fact in making
      the request for indemnification or in the Supporting  Documentation or (B)
      such  indemnification  is  prohibited  by  law.  The  termination  of  any
      Proceeding  described in paragraph (a) of this By-Law 33, or of any claim,
      issue, or matter therein, by judgment,  order, settlement,  or conviction,
      or upon a plea of NOLO CONTENDERE or its equivalent,  will not, of itself,
      adversely affect the right of the Indemnitee to  indemnification or create
      a  presumption  that the  Indemnitee  did not act in good  faith  and in a
      manner which the Indemnitee reasonably believed to be in or

                                      -16-


      not opposed to the best  interests  of the  Company  or,  with  respect 
      to any  criminal Proceeding,  that the Indemnitee had reasonable  cause to
      believe that his conduct was unlawful.

          (iv)  (A) In the  event  that a  determination  is  made  pursuant  to
      subparagraph   (c)  (ii)  that  the   Indemnitee   is  not   entitled   to
      indemnification  under this By-Law 33, (1) the Indemnitee will be entitled
      to seek an adjudication of his or her entitlement to such  indemnification
      either,  at the Indemnitee's  sole option,  in (x) an appropriate court of
      the State of Delaware or any other court of competent  jurisdiction or (y)
      an  arbitration  to be  conducted by a single  arbitrator  pursuant to the
      rules of the  American  Arbitration  Association;  (2) any  such  judicial
      proceeding or arbitration  will be de novo and the Indemnitee  will not be
      prejudiced  by reason of such adverse  determination;  and (3) in any such
      judicial  proceeding  or  arbitration  the Company will have the burden of
      proving that the Indemnitee is not entitled to indemnification  under this
      By-Law 33.

      (B) If a  determination  is made or deemed to have been made,  pursuant to
subparagraph  (c)(ii) or (iii) of this By-Law 33 that the Indemnitee is entitled
to   indemnification,   the  Company  will  be  obligated  to  pay  the  amounts
constituting  such   indemnification   within  five  business  days  after  such
determination has been made or deemed to have been made and will be conclusively
bound by such determination  unless (1) the Indemnitee  misrepresented or failed
to disclose a material fact in making the request for  indemnification or in the
Supporting  Documentation or (2) such  indemnification  is prohibited by law. In
the  event  that  advancement  of  expenses  is  not  timely  made  pursuant  to
subparagraph  (c)(i) of this By-Law 33 or payment of indemnification is not made
within  five   business   days  after  a   determination   of   entitlement   to
indemnification  has  been  made  or  deemed  to  have  been  made  pursuant  to
subparagraph (c)(ii) or (iii) of this By-Law 33, the Indemnitee will be entitled
to  seek  judicial  enforcement  of  the  Company's  obligation  to  pay  to the
Indemnitee such advancement of expenses or indemnification.  Notwithstanding the
foregoing, the Company may bring an action, in an appropriate court in the State
of Delaware or any other court of competent  jurisdiction,  contesting the right
of the Indemnitee to receive indemnification  hereunder due to the occurrence of
any event described in subclause (1) or (2) of this clause (B) (a "Disqualifying
Event");  PROVIDED,  HOWEVER,  that in

                                      -17-


any such action the Company will have the burden of proving the  occurrence  of
such Disqualifying Event.

      (C)  The  Company  will  be  precluded  from  asserting  in  any  judicial
proceeding  or  arbitration   commenced  pursuant  to  the  provisions  of  this
subparagraph  (c)(iv) that the procedures and presumptions of this By-Law 33 are
not valid,  binding,  and  enforceable  and will  stipulate in any such court or
before any such  arbitrator  that the Company is bound by all the  provisions of
this By-Law 33.

      (D) In the event that the  Indemnitee,  pursuant to the provisions of this
subparagraph  (c)(iv),  seeks  a  judicial  adjudication  of,  or  an  award  in
arbitration to enforce,  his rights under,  or to recover damages for breach of,
this By-Law 33, the Indemnitee will be entitled to recover from the Company, and
will be indemnified by the Company against, any expenses actually and reasonably
incurred  by  the  Indemnitee  if  the  Indemnitee  prevails  in  such  judicial
adjudication or arbitration.  If it is determined in such judicial  adjudication
or  arbitration  that the  Indemnitee is entitled to receive part but not all of
the  indemnification or advancement of expenses sought, the expenses incurred by
the Indemnitee in connection with such judicial adjudication or arbitration will
be prorated accordingly.

      (v) For purposes of this paragraph (c):

      (A)  "Change in  Control"  means the  occurrence  of any of the  following
events:

            (1) The Company is merged, consolidated, or reorganized into or with
      another corporation or other legal entity, and as a result of such merger,
      consolidation,  or  reorganization  less than a majority  of the  combined
      voting power of the then  outstanding  securities of such  corporation  or
      entity immediately after such transaction are held in the aggregate by the
      holders of the Voting Stock immediately prior to such transaction;

            (2) The Company sells or otherwise  transfers  all or  substantially
      all of its assets to another  corporation  or other legal entity and, as a
      result of such sale or  transfer,  less than a  majority  of the  combined
      voting power of the then-outstanding  securities of such other corporation


                                      -18-


      or entity immediately after such sale or transfer is held in the aggregate
      by the holders of Voting Stock immediately prior to such sale or transfer;

            (3) There is a report  filed on Schedule  13D or Schedule  14D-1 (or
      any  successor  schedule,  form,  or  report  or  item  therein),  each as
      promulgated  pursuant to the  Securities  Exchange Act of 1934, as amended
      (the "Exchange Act"),  disclosing that any person (as the term "person" is
      used in Section  13(d)(3)  or Section  14(d)(2) of the  Exchange  Act) has
      become the  beneficial  owner (as the term  "beneficial  owner" is defined
      under Rule 13d-3 or any successor rule or regulation promulgated under the
      Exchange  Act) of  securities  representing  30% or  more of the  combined
      voting power of the Voting Stock;

            (4)  The  Company  files  a  report  or  proxy  statement  with  the
      Securities and Exchange Commission pursuant to the Exchange Act disclosing
      in response to Form 8-K or Schedule 14A (or any successor schedule,  form,
      or report or item  therein)  that a change in control of the  Company  has
      occurred  or  will  occur  in the  future  pursuant  to any  then-existing
      contract or transaction; or

            (5) If, during any period of two consecutive years,  individuals who
      at the beginning of any such period constitute the Directors cease for any
      reason to constitute at least a majority thereof; provided,  however, that
      for  purposes of this clause (5) each  Director who is first  elected,  or
      first nominated for election by the Company's  stockholders,  by a vote of
      at least  two-thirds  of the  Directors (or a committee of the Board) then
      still in office who were  Directors  at the  beginning  of any such period
      will be deemed to have been a Director at the beginning of such period.

Notwithstanding the foregoing provisions of clauses (3) or (4) of this paragraph
(c)(v)(A),  unless  otherwise  determined in a specific case by majority vote of
the  Board,  a "Change  in  Control"  will not be deemed  to have  occurred  for
purposes of such  clauses  (3) or (4) solely  because  (x) the  Company,  (y) an
entity in which the Company,  directly or indirectly,  beneficially  owns 50% or
more of the  voting  securities  (a  "Subsidiary"),  or (z) any  employee  stock
ownership  plan  or any  other  employee  benefit  plan  of the  Company  or any
Subsidiary  either  files  or  becomes

                                      -19-


obligated  to file  a  report  or a proxy  statement  under  or  in  response to
Schedule  13D,  Schedule  14D-1,  Form 8-K,  or Schedule  14A (or any  successor
schedule,  form,  or report or item therein)  under the Exchange Act  disclosing
beneficial  ownership by it of shares of Voting Stock,  whether in excess of 30%
or  otherwise,  or because the Company  reports  that a change in control of the
Company has  occurred  or will occur in the future by reason of such  beneficial
ownership.

      (B) "Disinterested  Director" means a Director of the a Company who is not
or was not a party to the  Proceeding  in  respect of which  indemnification  is
sought by the Indemnitee.

      (C) "Independent  Counsel" means a law firm or a member of a law firm that
neither presently is, nor in the past five years has been, retained to represent
(1) the Company or the Indemnitee in any matter material to either such party or
(2) any other party to the Proceeding giving rise to a claim for indemnification
under this  By-Law 33.  Notwithstanding  the  foregoing,  the term  "Independent
Counsel"  will not include any person who,  under the  applicable  standards  of
professional  conduct  then  prevailing  under the law of the State of Delaware,
would be precluded from representing  either the Company or the Indemnitee in an
action to determine the Indemnitee's rights under this By-Law 33.

      (d) If any  provision  or  provisions  of this  By-Law  33 are  held to be
invalid, illegal, or unenforceable for any reason whatsoever:  (i) the validity,
legality,  and  enforceability  of the  remaining  provisions  of this By-Law 33
(including  without  limitation  all portions of any paragraph of this By-Law 33
containing  any such provision held to be invalid,  illegal,  or  unenforceable,
that are not themselves invalid,  illegal, or unenforceable) will not in any way
be affected or impaired  thereby and (ii) to the fullest  extent  possible,  the
provisions of this By-Law 33 (including  without  limitation all portions of any
paragraph of this By-Law 33 containing  any such  provision  held to be invalid,
illegal,  or  unenforceable,  that  are  not  themselves  invalid,  illegal,  or
unenforceable)  will be construed so as to give effect to the intent  manifested
by the provision held invalid, illegal, or unenforceable.

34.  INSURANCE,  CONTRACTS,  AND FUNDING.  The Company may purchase and maintain
insurance to protect itself and any Indemnitee against any expenses,  judgments,
fines,  and  amounts

                                      -20-


paid in  settlement   or   incurred by  any  Indemnitee  in connection  with any
Proceeding  referred  to in  By-Law  33 or  otherwise,  to  the  fullest  extent
permitted  by  applicable  law as then in  effect.  The  Company  may enter into
contracts  with any  person  entitled  to  indemnification  under  By-Law  33 or
otherwise,  and may create a trust fund, grant a security interest, or use other
means (including without limitation a letter of credit) to ensure the payment of
such amounts as may be necessary to effect indemnification as provided in By-Law
33.


                                    GENERAL


35.  FISCAL YEAR.  The fiscal year of the Company  will end on December  31st of
each year or such other date as may be fixed from time to time by the Board.

36. SEAL. The Board may adopt a corporate seal and use the same by causing it or
a facsimile thereof to be impressed or affixed or reproduced or otherwise.

37. RELIANCE UPON BOOKS, REPORTS, AND RECORDS.  Each Director,  each member of a
committee  designated by the Board, and each officer of the Company will, in the
performance  of his or her duties,  be fully  protected in relying in good faith
upon the records of the Company and upon such information, opinions, reports, or
statements  presented  to  the  Company  by any of  the  Company's  officers  or
employees,  or committees  of the Board,  or by any other person or entity as to
matters the  Director,  committee  member,  or officer  believes are within such
other person's  professional or expert competence and who has been selected with
reasonable care by or on behalf of the Company.

38. TIME PERIODS.  In applying any provision of these By-Laws that requires that
an act be done or not be done a  specified  number of days  prior to an event or
that an act be done  during a period of a  specified  number of days prior to an
event,  calendar days will be used unless  otherwise  specified,  the day of the
doing of the act will be excluded and the day of the event will be included.

39.  AMENDMENTS.  Except as otherwise  provided by law or by the  Certificate of
Incorporation,  these  By-Laws or any of them may be  amended in any  respect or
repealed at any time,  either (i)

                                      -21-


at any  meeting of  stockholders,  provided  that  any  amendment  or supplement
proposed to be acted upon at any such meeting has been  described or referred to
in the notice of such  meeting,  or (ii) at any  meeting of the Board,  provided
that no amendment  adopted by the Board may vary or conflict  with any amendment
adopted by the stockholders.

40. CERTAIN  DEFINED TERMS.  Terms used herein with initial capital letters that
are defined in the Certificate of Incorporation are used herein as so defined.

                                      -22-