EXHIBIT 3.1

                           AMENDED AND RESTATED BYLAWS
                                       OF
                          APRIA HEALTHCARE GROUP INC.,
                             A DELAWARE CORPORATION

                      (As Amended through October 29, 1999)
                                    ARTICLE I
                                     OFFICES

         SECTION  1.1  REGISTERED   OFFICE.   The  registered   office  of  this
Corporation shall be in the City of Wilmington,  County of New Castle,  Delaware
and the name of the resident  agent in charge  thereof is the agent named in the
Certificate  of  Incorporation  until  changed  by the Board of  Directors  (the
"Board").

         SECTION 1.2 PRINCIPAL OFFICE.  The principal office for the transaction
of the business of the Corporation  shall be at such place as may be established
by the Board.  The Board is  granted  full power and  authority  to change  said
principal office from one location to another.

         SECTION 1.3 OTHER OFFICES.  The  Corporation may also have an office or
offices at such other places, either within or without the State of Delaware, as
the Board may from time to time designate or the business of the Corporation may
require.


                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         SECTION 2.1 TIME AND PLACE OF MEETINGS.  Meetings of stockholders shall
be held at such time and place,  within or  without  the State of  Delaware,  as
shall be stated in the  notice of the  meeting or in a duly  executed  waiver of
notice thereof.

         SECTION 2.2 ANNUAL  MEETINGS  OF  STOCKHOLDERS.  The annual  meeting of
stockholders  shall be held on such  date and at such  time and  place as may be
fixed by the Board of Directors and stated in the notice of the meeting, for the
purpose of electing  directors and for the transaction of such other business as
is properly  brought before the meeting in accordance  with these Bylaws.  To be
properly  brought  before  the  annual  meeting,  business  must be  either  (i)
specified  in the  notice of annual  meeting  (or any  supplement  or  amendment
thereto) given by or at the direction of the Board of Directors,  (ii) otherwise
brought  before  the  annual  meeting  by or at the  direction  of the  Board of
Directors,  (iii) brought before the meeting in accordance with Rule 14a-8 under
the Securities  Exchange Act of 1934, or (iv) otherwise  properly brought before
the  annual  meeting  by a  stockholder.  In  addition  to any other  applicable
requirements,  for business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the  Corporation.  To be timely a stockholder's  notice must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation  not less than sixty (60) days nor more than  ninety (90) days prior
to the meeting;  provided,  however, that in the event that less than forty (40)
days' notice or prior  public  disclosure  of the date of the annual  meeting is
given or made to stockholders,  notice by a stockholder,  to be timely,  must be
received no later than the close of business on the tenth  (10th) day  following
the day on which  such  notice of the date of the annual  meeting  was mailed or
such public disclosure was made,  whichever first occurs. A stockholder's notice
to the Secretary shall set forth as to each matter the  stockholder  proposes to
bring before the annual meeting (i) a brief  description of the business desired
to be brought before the annual meeting, (ii) the name and record address of the
stockholder  proposing  such  business,  (iii) the  class,  series and number of
shares of the Corporation which are beneficially  owned by the stockholder,  and
(iv) any material  interest of the  stockholder  in such  business.  No business
shall  be  conducted  at the  annual  meeting  except  in  accordance  with  the
procedures  set forth in this  Article  II,  Section  2.2.  The  officer  of the
Corporation  presiding  at an  annual  meeting  shall,  if  the  facts  warrant,
determine  and declare to the annual  meeting  that  business  was not  properly
brought  before the annual  meeting in  accordance  with the  provisions of this
Article II,  Section 2.2, and if he should so determine,  he shall so declare to
the annual meeting and any such business not properly brought before the meeting
shall not be transacted.

         SECTION 2.3 SPECIAL  MEETINGS.  Special meetings of the stockholders of
the  Corporation  for any purpose or  purposes  may be called at any time by the
Board, or by a committee of the Board that has been duly designated by the Board
and whose powers and  authority,  as provided in a resolution of the Board or in
the Bylaws of the  Corporation,  include  the power to call such  meetings,  and
shall be called by the  Chairman  or  Secretary  at the  request in writing of a
majority  of the Board,  or at the request in writing of  stockholders  owning a
majority in amount of the entire  capital  stock of the  Corporation  issued and
outstanding and entitled to vote but such special  meetings may not be called by
any other person or persons;  provided,  however, that if and to the extent that
any special meeting of stockholders may be called by any other person or persons
specified in any provisions of the Certificate of Incorporation or any amendment
thereto,  or any certificate  filed under Section 151(g) of the Delaware General
Corporation  Law  (or its  successor  statute  as in  effect  from  time to time
hereafter),  then such  special  meeting  may also be  called  by the  person or
persons in the manner, at the times and for the purposes so specified.  Business
transacted  at any  special  meeting  of  stockholders  shall be  limited to the
purposes stated in the notice.

         SECTION 2.4 STOCKHOLDER  LISTS. The officer who has charge of the stock
ledger of the Corporation  shall prepare and make, at least ten (10) days before
every meeting of stockholders,  a complete list of stockholders entitled to vote
at the meeting,  arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (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 at the place of the meeting,  and the list shall also be available at
the  meeting  during  the  whole  time  thereof,  and  may be  inspected  by any
stockholder who is present.

         SECTION 2.5 NOTICE OF MEETINGS. Notice of each meeting of stockholders,
whether annual or special,  stating the place, date and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which such meeting
has been called,  shall be given to each  stockholder of record entitled to vote
at such  meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting.  Except as otherwise  expressly  required by law, notice of
any  adjourned  meeting  of the  stockholders  need not be given if the time and
place thereof are announced at the meeting at which the adjournment is taken.

         Whenever any notice is required to be given under the provisions of the
statutes or of the  Certificate of  Incorporation  or of these Bylaws,  a waiver
thereof in writing,  signed by the person or persons  entitled  to said  notice,
whether  before or after the time  stated  therein,  shall be deemed  equivalent
thereto.  Notice of any meeting of  stockholders  shall be deemed  waived by any
stockholder  who shall  attend  such  meeting  in  person or by proxy,  except a
stockholder  who shall attend such 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.

         SECTION  2.6 QUORUM AND  ADJOURNMENT.  The holders of a majority of the
stock issued and outstanding and entitled to vote thereat,  present in person or
represented  by proxy,  shall  constitute  a quorum for holding all  meetings of
stockholders,  except  as  otherwise  provided  by  applicable  law  or  by  the
Certificate of Incorporation;  provided,  however, that the stockholders present
at a duly called or held  meeting at which a quorum is present  may  continue to
transact  business until  adjournment  notwithstanding  the withdrawal of enough
stockholders  to leave  less than a quorum,  if any  action  taken  (other  than
adjournment)  is  approved  by at least a  majority  of the shares  required  to
constitute  a quorum.  If it shall  appear  that such  quorum is not  present or
represented  at any meeting of  stockholders,  the Chairman of the meeting shall
have power to adjourn the meeting from time to time,  without  notice other than
announcement at the meeting, until a quorum shall be present or represented.  At
such adjourned  meeting at which a quorum shall be present or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  noticed. If the adjournment is for more than thirty (30) 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.  The Chairman of the meeting may determine that
a quorum is present based upon any reasonable evidence of the presence in person
or by proxy  of  stockholders  holding  a  majority  of the  outstanding  votes,
including without limitation,  evidence from any record of stockholders who have
signed a register indicating their presence at the meeting.

         SECTION 2.7  VOTING.  In all  matters,  when a quorum is present at any
meeting,  the vote of the  holders of a majority  of the  capital  stock  having
voting power present in person or represented by proxy shall decide any question
brought  before such  meeting,  unless the question is one upon which by express
provision of applicable law or of the Certificate of Incorporation,  a different
vote is required in which case such express  provision  shall govern and control
the decision of such question.  Such vote may be by voice or by written  ballot;
provided,  however,  that the Board may,  in its  discretion,  require a written
ballot for any vote, and further  provided that all elections for directors must
be by written  ballot upon  demand made by a  stockholder  at any  election  and
before the voting begins.

         Unless  otherwise  provided in the  Certificate of  Incorporation  each
stockholder  shall at every meeting of the  stockholders be entitled to one vote
in person or by proxy for each share of the capital  stock  having  voting power
held by such stockholder.

         SECTION 2.8 PROXIES.  Each stockholder entitled to vote at a meeting of
stockholders  may authorize in writing another person or persons to act for such
holder by proxy,  but no proxy  shall be voted or acted upon after  three  years
from its date,  unless the person  executing  the proxy  specifies  therein  the
period of time for which it is to continue in force.

         SECTION 2.9 INSPECTORS OF ELECTION.  The Corporation  shall, in advance
of any meeting of  stockholders,  appoint one or more  inspectors  to act at the
meeting and make a written report  thereof.  The  Corporation or the Chairman of
the  meeting  shall  appoint  one or more  alternate  inspectors  to replace any
inspector  who  fails to act.  Each  inspector,  before  undertaking  his or her
duties,  shall  take  and sign an oath  faithfully  to  execute  the  duties  of
inspector  with  strict  impartiality  and  according  to the best of his or her
ability. The inspectors shall ascertain the number of shares outstanding and the
voting power of each,  determine the shares  represented  at the meeting and the
validity of the proxies and ballots, count all votes and ballots,  determine and
retain for a reasonable  period a record of the  disposition  of any  challenges
made to any  determination by the inspectors and certify their  determination of
the number of shares represented at the meeting and their count of all votes and
ballots.  Each  inspector  shall  perform  his or her  duties and shall make all
determinations   in  accordance  with  the  Delaware  General   Corporation  Law
including,  without limitation,  Section 231 of the Delaware General Corporation
Law.

         The date and time of the  opening  and  closing  of the  polls for each
matter upon which the stockholders  will vote at a meeting shall be announced at
the meeting.  No ballot,  proxies or votes,  nor revocations  thereof or changes
thereto,  shall be  accepted  by the  inspectors  after the closing of the polls
unless the Court of Chancery upon  application by a stockholder  shall determine
otherwise.

         The appointment of inspectors of election shall be in the discretion of
the Board  except that so long as the  Corporation  has a class of voting  stock
that is (i)  listed on a  national  securities  exchange,  (ii)  authorized  for
quotation on an interdealer quotation system of a registered national securities
association,   or  (iii)  held  of  record  by  more  than  2,000  stockholders,
appointment of inspectors shall be obligatory.

                                   ARTICLE III
                                    DIRECTORS

         SECTION 3.1 POWERS.  The Board shall have the power to manage or direct
the  management of the property,  business and affairs of the  Corporation,  and
except as expressly limited by law, to exercise all of its corporate powers. The
Board may establish  procedures and rules,  or may authorize the Chairman of any
meeting of  stockholders  to establish  procedures  and rules,  for the fair and
orderly conduct of any meeting of stockholders  including,  without  limitation,
registration of the stockholders  attending the meeting,  adoption of an agenda,
establishing the order of business at the meeting,  recessing and adjourning the
meeting  for the  purposes of  tabulating  any votes and  receiving  the results
thereof,  the timing of the opening and closing of the polls,  and the  physical
layout of the facilities for the meeting.

         SECTION 3.2 NUMBER,  ELECTION AND TENURE. The number of directors shall
be seven  until  changed by  resolution  adopted by the  Board.  At each  annual
meeting of stockholders, all directors shall be elected to hold office until the
next annual meeting of  stockholders.  Each director shall hold office until his
successor is elected and qualified or until his earlier resignation. No decrease
in the number of directors shall shorten the term of any incumbent director.

         SECTION 3.3 INTENTIONALLY OMITTED.

         SECTION 3.4  MEETINGS.  The Board may hold  meetings,  both regular and
special, either within or outside the State of Delaware.

         SECTION 3.5 ANNUAL MEETING. The Board shall meet as soon as practicable
after each annual election of directors.

         SECTION 3.6 REGULAR  MEETINGS.  Regular  meetings of the Board shall be
held without call or notice at such time and place as shall from time to time be
determined by resolution of the Board.

         SECTION  3.7  SPECIAL  MEETINGS.  Special  meetings of the Board may be
called at any time, and for any purpose permitted by law, by the Chairman of the
Board,  or by the  Secretary  on the  written  request of any two members of the
Board  unless the Board  consists of only one director in which case the special
meeting  shall be called on the  written  request  of the sole  director,  which
meetings shall be held at the time and place designated by the person or persons
calling the meeting.  Notice of the time,  place and purpose of any such meeting
shall be given to the directors by the Secretary,  or in case of the Secretary's
absence,  refusal or inability to act, by any other officer. Any such notice may
be given by mail, by facsimile,  by telephone,  by personal  service,  or by any
combination thereof as to different directors. If the notice is by mail, then it
shall be  deposited  in a United  States Post Office at least  seventy-two  (72)
hours  before the time of the  meeting;  if by  facsimile,  by  telephone  or by
personal  service,  communicated  or delivered at least  twenty-four  (24) hours
before the time of the meeting.

         SECTION 3.8  QUORUM.  At all  meetings of the Board,  a majority of the
total number of directors  shall be necessary  and  sufficient  to  constitute a
quorum for the transaction of business,  and the affirmative  vote of a majority
of the  directors  present at a meeting  at which a quorum is  present  shall be
necessary to  constitute  the act of the Board.  Any meeting of the Board may be
adjourned  to meet again at a stated day and hour.  Even  though a quorum is not
present,  as  required  in this  Article  III,  Section  3.8, a majority  of the
directors  present at any meeting of the Board,  either regular or special,  may
adjourn  from time to time until a quorum is  present.  Notice of any  adjourned
meeting need not be given.

         SECTION 3.9 FEES AND  COMPENSATION.  Each director and each member of a
committee  of the Board shall  receive such fees and  reimbursement  of expenses
incurred on behalf of the Corporation or in attending  meetings as the Board may
from time to time  determine.  No such payment shall  preclude any director from
serving  the  Corporation  in any  other  capacity  and  receiving  compensation
therefor.

         SECTION 3.10 MEETINGS BY TELEPHONIC COMMUNICATION. Members of the Board
or any committee thereof may participate in a regular or special meeting of such
Board or committee by means of  conference  telephone or similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other.  Participation  in a meeting  pursuant to this Article III,  Section
3.10 shall constitute presence in person at such meeting.

         SECTION  3.11  COMMITTEES.  The Board may  designate  committees,  each
committee  to consist of one or more of the  directors of the  Corporation.  Any
such  committee,  to the extent  provided in the resolution of the Board,  shall
have  and  may  exercise  all the  powers  and  authority  of the  Board  in the
management of the business and affairs of the Corporation, and may authorize the
seal of the  Corporation  to be  affixed  to all  papers  that may  require  it.
Notwithstanding the foregoing, no committee of the Board shall have the power or
authority in reference to: (i)  approving or adopting,  or  recommending  to the
stockholders,  any action or matter  expressly  required by the Delaware General
Corporation Law to be submitted to  stockholders  for approval or (ii) adopting,
amending  or  repealing  any bylaw of the  Corporation.  Unless  the  resolution
appointing  such  committee or the  Certificate  of  Incorporation  expressly so
provides,  no such  committee  shall  have the power or  authority  to declare a
dividend or to  authorize  the  issuance of stock or to adopt a  certificate  of
ownership and merger pursuant to Section 253 of the Delaware General Corporation
Law. Each committee  shall have such name as may be determined from time to time
by resolution  adopted by the Board.  Each  committee  shall keep minutes of its
meetings and report to the Board when required.

         SECTION 3.12 ACTION WITHOUT  MEETINGS.  Unless otherwise  restricted by
applicable law or by the Certificate of  Incorporation  or by these Bylaws,  any
action  required or  permitted to be taken at any meeting of the Board or of any
committee  thereof may be taken without a meeting if all members of the Board or
of such  committee,  as the case may be,  consent  thereto in  writing,  and the
writing or writings are filed with the minutes of the  proceedings  of the Board
or committee.

         SECTION 3.13 FILLING OF VACANCIES.  Any vacancy on the Board, including
any newly  created  directorship  resulting  from an  increase  in the number of
directors,  or any  nominee  for  election  as a  director  at a meeting  of the
stockholders,   may  be  filled  or  nominated  by  the   stockholders  of  this
Corporation, by a majority of the whole Board or by a duly constituted committee
of the Board so authorized.  The member or members of any committee of the Board
authorized to fill vacancies on the Board,  or to nominate  persons for election
as directors at a meeting of the  stockholders,  as set forth in the immediately
preceding  sentence  that are present at any meeting and not  disqualified  from
voting,  whether  or not he/she or they  constitute  a quorum,  may  unanimously
appoint  another  member of the Board to act at the  meeting in the place of any
absent or disqualified member of such committee.

                                   ARTICLE IV
                                    OFFICERS

         SECTION  4.1  APPOINTMENT  AND  SALARIES.  The senior  officers  of the
Corporation  shall be  appointed  by the Board and  shall be a  Chairman  of the
Board, a Chief Executive  Officer,  a President,  a Chief Operating  Officer,  a
Treasurer  and a Chief  Financial  Officer.  The  Board or the  Chief  Executive
Officer  may  appoint one or more Vice  Presidents,  a Secretary  and such other
officers (including  assistant  secretaries and financial officers) as the Board
or the Chief  Executive  Officer may deem  necessary  or  desirable.  The senior
officers,  and any other  officers  appointed  by the  Board,  shall  hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board. Each other officer appointed
by the  Chief  Executive  Officer  shall  hold  office  for such  term and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Chief  Executive  Officer  or the  Board.  The  Board  shall fix the
salaries of all officers appointed by it. Unless prohibited by applicable law or
by the  Certificate  of  Incorporation  or by these  Bylaws,  one  person may be
elected or appointed to serve in more than one  official  capacity.  Any vacancy
occurring  in any senior  office of the  Corporation  may be filled  only by the
Board.

         SECTION 4.2 REMOVAL AND RESIGNATION. Any officer may be removed, either
with or without  cause,  by the Board or, in the case of an officer other than a
senior  officer,  by the Board or the Chief Executive  Officer.  Any officer may
resign at any time by giving notice to the Board, the Chief Executive Officer or
the Secretary.  Any such resignation shall take effect at the date of receipt of
such  notice  or at any later  time  specified  therein  and,  unless  otherwise
specified  in such  notice,  the  acceptance  of the  resignation  shall  not be
necessary to make it effective.

         SECTION 4.3  CHAIRMAN OF THE BOARD.  The  Chairman of the Board  shall,
unless  otherwise  determined  by the  Board,  preside  at all  meetings  of the
stockholders  and the Board;  and shall have such other powers and duties as may
from time to time be assigned by the Board.

         SECTION 4.4 CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall
be the  senior  executive  officer of the  Corporation,  with the  authority  to
supervise and direct the other  officers and employees of the  Corporation,  and
with  authority  from time to time to delegate to other  officers such executive
and other powers and duties as he or she shall deem appropriate,  subject in all
respects to the authority of the Board.

         SECTION 4.5  PRESIDENT.  If the  Chairman of the Board is not the Chief
Executive Officer,  or if the position of Chief Executive Officer is vacant, the
President shall have all of the authority of the Chief Executive  Officer of the
Corporation.  The President shall have such other powers and duties as the Board
or Chief Executive Officer may from time to time prescribe.

         SECTION 4.6 CHIEF OPERATING OFFICER. Subject to the powers of the Chief
Executive Officer, the Chief Operating Officer shall be the principal officer in
charge  of  the  operations  of  the  Corporation  other  than  those  areas  of
responsibility  as the Board or Chief  Executive  Officer  may from time to time
assign to the President.

         SECTION 4.7 VICE PRESIDENT.  In the absence of the President, or in the
event of the President's inability or refusal to act, the Vice President, if any
(or if there be more than one Vice  President,  the Vice Presidents in the order
of their rank or, if of equal rank,  then in the order  designated  by the Board
or, in the absence of any designation,  then in the order of their appointment),
shall  perform the duties of the President  and, when so acting,  shall have all
the powers of and be subject to all the  restrictions  upon the  President.  The
rank of Vice  Presidents in descending  order shall be Executive Vice President,
Senior Vice President and Vice President. The Vice Presidents shall perform such
other  duties  and have such  other  powers as the Board or the Chief  Executive
Officer may from time to time prescribe.

         SECTION 4.8  SECRETARY  AND ASSISTANT  SECRETARY.  The Secretary  shall
attend all meetings of the Board  (unless the Board shall  otherwise  determine)
and all  meetings  of the  stockholders  and record all the  proceedings  of the
meetings  of the  Corporation  and of the  Board  in a book to be kept  for that
purpose and shall  perform like duties for the  committees  when  required.  The
Secretary  shall  give,  or  cause  to be  given,  notice  of  all  meetings  of
stockholders and special meetings of the Board. The Secretary shall have custody
of the  corporate  seal of the  Corporation  and shall (as well as any Assistant
Secretary)  have authority to affix the same to any instrument  requiring it and
to attest it. The Secretary  shall perform such other duties and have such other
powers  as the  Board or the  Chief  Executive  Officer  may  from  time to time
prescribe.

         SECTION 4.9 CHIEF FINANCIAL OFFICER. Subject to the powers of the Chief
Executive Officer, the Chief Financial Officer shall be the principal officer in
charge of the financial  affairs of the Corporation and shall perform such other
duties and have such other  powers as the Board or the Chief  Executive  Officer
from time to time prescribe.

         SECTION 4.10  TREASURER.  Subject to the powers of the Chief  Financial
Officer,  the Treasurer shall have custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the  Corporation  and shall  deposit all monies and other  valuable
effects in the name and to the credit of the Corporation in such depositories as
may be  designated  by the Board.  Subject to the powers of the Chief  Financial
Officer,  the  Treasurer  may  disburse the funds of the  Corporation  as may be
ordered by the Board, taking proper vouchers for such  disbursements,  and shall
render to the Board at its regular meetings,  or when the Board so requires,  an
account of transactions and of the financial  condition of the Corporation.  The
Treasurer  shall  perform  such other  duties and have such other  powers as the
Board or the Chief Executive Officer may from time to time prescribe.

         SECTION 4.11 BONDS.  If required by the Board and at the expense of the
Corporation,  the Chief  Financial  Officer,  the  Treasurer,  and the Assistant
Treasurer,  if any, shall give the Corporation a bond (which shall be renewed at
such  times as  specified  by the  Board)  in such sum and with  such  surety or
sureties as shall be satisfactory  to the Board for the faithful  performance of
the duties of such person's office and for the  restoration to the  Corporation,
in case of such person's death, resignation,  retirement or removal from office,
of all books,  papers,  vouchers,  money and other  property of whatever kind in
such  person's  possession  or under  such  person's  control  belonging  to the
Corporation.

         SECTION 4.12 ASSISTANT  OFFICERS.  An assistant  officer shall,  in the
absence of the  officer to whom such person is an  assistant  or in the event of
such  officer's  inability or refusal to act (or, if there be more than one such
assistant officer,  the assistant officers in the order designated by the Board,
in the  absence  of any  designation,  then in the order of their  appointment),
perform the duties and exercise the powers of such officer. An assistant officer
shall  perform  such other duties and have such other powers as the Board or the
officer appointing any such assistant officer may from time to time prescribe.

                                    ARTICLE V
                                      SEAL

         It shall not be necessary to the validity of any instrument executed by
any authorized officer or officers of the Corporation that the execution of such
instrument be evidenced by the corporate  seal, and all documents,  instruments,
contracts and writings of all kinds signed on behalf of the  Corporation  by any
authorized  officer  or  officers  shall  be as  effectual  and  binding  on the
Corporation without the corporate seal, as if the execution of the same had been
evidenced by affixing the  corporate  seal  thereto.  The Board may give general
authority to any officer to affix the seal of the  Corporation and to attest the
affixing by signature.

                                   ARTICLE VI
                            FORM OF STOCK CERTIFICATE

         Every  holder of stock in the  Corporation  shall be entitled to have a
certificate signed by, or in the name of, the Corporation by the Chairman of the
Board  or  Vice-Chairman  of  the  Board,  if  any,  or by  the  President  or a
Vice-President,  and by the  Treasurer  or an  Assistant  Treasurer or the Chief
Financial  Officer,  or the Secretary or an Assistant  Secretary  certifying the
number of shares owned of the  Corporation.  Any or all of the signatures on the
certificate  may be a facsimile  signature.  If any officer,  transfer  agent or
registrar  who has signed or whose  facsimile  signature  has been placed upon a
certificate  shall have ceased to be such officer,  transfer  agent or registrar
before such certificate is issued,  it may be issued by the Corporation with the
same effect as if such person were such officer,  transfer agent or registrar at
the date of the issuance.

         If the Corporation  shall be authorized to issue more than one class of
stock  or  more  than  one  series  of  any  class,  the  powers,  designations,
preferences  and relative,  participating,  optional or other special  rights of
each class of stock or series  thereof  and the  qualification,  limitations  or
restrictions  of such  preferences  or  rights  shall  be set  forth  in full or
summarized on the face or back of the  certificate  that the  Corporation  shall
issue to represent such class or series of stock.  Except as otherwise  provided
in  Section  202 of the  General  Corporation  Law of  Delaware,  in lieu of the
foregoing  requirements,  there  may be set  forth  on the  face  or back of the
certificate a statement that the Corporation will furnish without charge to each
stockholder who so requests the powers, designations,  preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications,  limitations or restrictions of such preferences
or rights.

                                   ARTICLE VII
                 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

         Any and all shares of any other corporation or corporations standing in
the name of the  Corporation  shall be voted,  and all rights  incident  thereto
shall be represented and exercised on behalf of the Corporation, as follows: (i)
as the Board of the  Corporation may determine from time to time, or (ii) in the
absence  of such  determination,  by the Chief  Executive  Officer or such other
officer as may be designated from time to time by the Chief  Executive  Officer.
The foregoing authority may be exercised either by any such officer in person or
by any  other  person  authorized  so to do by proxy or power of  attorney  duly
executed by said officer.

                                  ARTICLE VIII
                               TRANSFERS OF STOCK

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

                                   ARTICLE IX
                     LOST, STOLEN OR DESTROYED CERTIFICATES

         The Board may direct a new  certificate  or  certificates  be issued in
place of any certificate theretofore issued alleged to have been lost, stolen or
destroyed,  upon the making of an affidavit  of the fact by the person  claiming
the certificate to be lost, stolen or destroyed.  When authorizing such issue of
a new certificate, the Board may, in its discretion and as a condition precedent
to the issuance, require the owner of such certificate or certificates,  or such
person's legal representative,  to give the Corporation a bond in such sum as it
may  direct  as  indemnity  against  any  claim  that  may be made  against  the
Corporation with respect to the lost, stolen or destroyed certificate.

                                    ARTICLE X
                                   RECORD DATE

         The Board may fix in advance a date, which shall not be more than sixty
(60) days nor less  than ten (10)  days  preceding  the date of any  meeting  of
stockholders,  nor more than  sixty (60) days  prior to any other  action,  as a
record date for the  determination  of stockholders  entitled to notice of or to
vote at any such meeting and any adjournment  thereof,  or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other  distribution  or allotment of any rights,  or entitled to
exercise the rights in respect of any change,  conversion  or exchange of stock,
and in such  case such  stockholders,  and only  such  stockholders  as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment  thereof, or to receive payment
of such dividend,  or to receive such  allotment of rights,  or to exercise such
rights,  or to give  such  consent,  as the  case  may be,  notwithstanding  any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.

                                   ARTICLE XI
                             REGISTERED STOCKHOLDERS

         The Corporation  shall be entitled to treat the holder of record of any
share or shares of stock of the  Corporation  as the holder in fact  thereof and
shall 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 it shall have express
or other notice thereof, except as expressly provided by applicable law.

                                   ARTICLE XII
                                   FISCAL YEAR

         The fiscal year of the Corporation  shall be fixed by resolution of the
Board.

                                  ARTICLE XIII
                                   AMENDMENTS

         Subject  to  any  contrary  or  limiting  provisions  contained  in the
Certificate of  Incorporation,  these Bylaws may be amended or repealed,  or new
Bylaws may be adopted (i) by the  affirmative  vote of the holders of at least a
majority of the Common Stock of the Corporation, or (ii) by the affirmative vote
of the majority of the whole Board at any regular or special meeting. Any Bylaws
adopted or amended by the  stockholders  may be amended or repealed by the Board
or the stockholders.

                                   ARTICLE XIV
                                    DIVIDENDS

         SECTION  14.1  DECLARATION.  Dividends  on  the  capital  stock  of the
Corporation,  subject to the provisions of the Certificate of Incorporation,  if
any, may be declared by the Board at any regular or special meeting, pursuant to
law, and may be paid in cash, in property or in shares of capital stock.

         SECTION 14.2 SET ASIDE FUNDS. Before payment of any dividend, there may
be set aside out of any funds of the  Corporation  available for dividends  such
sums as the directors  from time to time, in their  absolute  discretion,  think
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining any property of the Corporation,  or
for such  other  purpose  as the  directors  shall  determine  to be in the best
interest of the  Corporation,  and the  directors may modify or abolish any such
reserve in the manner in which it was created.

                                   ARTICLE XV
                          INDEMNIFICATION AND INSURANCE

         SECTION  15.1  RIGHT TO  INDEMNIFICATION.  Each  person who was or is a
party or is threatened to be made a party to or is involved in any action,  suit
or  proceeding,   whether  civil,  criminal,   administrative  or  investigative
(hereinafter a "proceeding"),  by reason of the fact that he or she, or a person
of whom he or she is the legal  representative,  is or was a director or officer
of the  Corporation or is or was serving at the request of the  Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint  venture,  trust or other  enterprise,  including  service with respect to
employee  benefit plans,  whether the basis of such proceeding is alleged action
or inaction in an official  capacity 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  permitted  by the laws of the State of
Delaware,  as the same exist or may  hereafter  be  amended,  against all costs,
charges, expenses, liabilities and losses (including attorneys' fees, judgments,
fines,  ERISA  excise  taxes  or  penalties  and  amounts  paid or to be paid in
settlement)  reasonably  incurred  or  suffered  by such  person  in  connection
therewith, and such indemnification shall continue as to a person who has ceased
to be a director,  officer,  employee or agent and shall inure to the benefit of
his or her heirs,  executors and  administrators;  provided,  however,  that the
Corporation  shall  indemnify  any  such  person  seeking   indemnification   in
connection with a proceeding (or part thereof)  initiated by such person only if
such  proceeding  (or part thereof) was  authorized  by the Board.  The right to
indemnification  conferred in this Article  shall be a contract  right and shall
include  the  right  to be paid by the  Corporation  the  expenses  incurred  in
defending  any such  proceeding in advance of its final  disposition;  provided,
however,  that, if the Delaware General Corporation Law requires, the payment of
such  expenses  incurred  by a director  or officer in his or her  capacity as a
director of officer  (and not in any other  capacity in which  service was or is
rendered  by such  person  while  a  director  or  officer,  including,  without
limitation,  service  to an  employee  benefit  plan) in  advance  of the  final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an  undertaking,  by or on behalf of such  director or officer,  to repay all
amounts so advanced if it shall  ultimately be determined  that such director or
officer is not entitled to be indemnified under this Article XV, Section 15.1 or
otherwise.  The Corporation may, by action of the Board, provide indemnification
to employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.

         SECTION 15.2 RIGHT OF CLAIMANT TO BRING SUIT.  If a claim under Article
XV, Section 15.1 is not paid in full by the Corporation  within thirty (30) days
after a written claim has been received by the Corporation,  the claimant may at
any time  thereafter  bring suit against the  Corporation  to recover the unpaid
amount of the claim and, if successful in whole or in part,  the claimant  shall
be entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action  brought to enforce a claim for
expenses   incurred  in  defending  any  proceeding  in  advance  of  its  final
disposition  where  the  required  undertaking,  if any is  required,  has  been
tendered to the Corporation ) that the claimant has failed to meet a standard of
conduct which makes it  permissible  under  Delaware law for the  Corporation to
indemnify  the  claimant  for the amount  claimed.  Neither  the  failure of the
Corporation   (including  its  Board,   independent   legal   counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
action that  indemnification of the claimant is permissible in the circumstances
because he or she has met such standard of conduct,  nor an actual determination
by the  Corporation  (including its Board,  independent  legal  counsel,  or its
stockholders) that the claimant has not met such standard of conduct, shall be a
defense to the action or create a  presumption  that the  claimant has failed to
meet such standard of conduct.

         SECTION 15.3  NON-EXCLUSIVITY  OF RIGHTS.  The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its
final disposition  conferred in this Article shall not be exclusive of any other
right  which  any  person  may have or  hereafter  acquire  under  any  statute,
provision  of the  Certificate  of  Incorporation,  bylaw,  agreement,  vote  of
stockholders or disinterested directors or otherwise.

         SECTION 15.4 INSURANCE.  The Corporation may maintain insurance, at its
expense, to protect itself and any director,  officer,  employee or agent of the
Corporation or another corporation,  partnership,  joint venture, trust or other
enterprise  against  any such  expense,  liability  or loss,  whether or not the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under Delaware law.

         SECTION 15.5  EXPENSES AS A WITNESS.  To the extent that any  director,
officer, employee or agent of the Corporation, is by reason of such position, or
a position with another entity at the request of the  Corporation,  a witness in
any action, suit or proceeding, he or she shall be indemnified against all costs
and  expenses  actually and  reasonably  incurred by him or her or on his or her
behalf in connection therewith.

         SECTION  15.6  INDEMNITY  AGREEMENTS.  The  Corporation  may enter into
agreements  with any  director,  officer,  employee or agent of the  Corporation
providing for indemnification to the full extent permitted by Delaware law.