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                                                                  EXHIBIT  3.1


                                     BYLAWS                         
                                       OF
                           DURA PHARMACEUTICALS, INC.,
                             a Delaware corporation

                                    ARTICLE I
                                     OFFICES

     Section 1.  REGISTERED OFFICE.  The registered office shall be in the City
of Dover, County of Kent, State of Delaware.

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


                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     Section 1.  PLACE OF MEETINGS.  All meetings of the stockholders for the 
election of directors shall be held in the City of San Diego, State of 
California, at such place as may be fixed from time to time by the Board of 
Directors, or at such other place either within or without the State of 
California as shall be designated from time to time by the Board of Directors 
and stated in the notice of the meeting.  Meetings of stockholders for any 
other purpose may be held at such time and place, within or without the State 
of California, as shall be stated in the notice of the meeting or in a duly 
executed waiver of notice thereof. 

     Section 2.   ANNUAL MEETING.  

                  (a)  The annual meeting of the stockholders of the
corporation, for the purpose of election of directors and for such other
business as may lawfully come before it, shall be held on such date and at such
time as may be designated from time to time by the Board of Directors.

                  (b)  At an annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting.  To be properly brought before an annual meeting, business must be: 
(A) specified in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (B) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or
(C) otherwise properly brought before the meeting by a stockholder.  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 no
later than the date specified in the corporation's proxy statement released to
stockholders in connection with the previous year's annual meeting of
stockholders, which date shall be not less


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than one hundred twenty (120) calendar days in advance of the date of such 
proxy statement; provided, however, that in the event that no annual meeting 
was held in the previous year or the date of the annual meeting has been 
changed by more than thirty (30) days from the date contemplated at the time 
of the previous year's proxy statement, notice by the stockholder to be 
timely must be so received a reasonable time before the solicitation is made. 
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 
and the reasons for conducting such business at the annual meeting, (ii) the 
name and address, as they appear on the corporation's books, of the 
stockholder proposing such business, (iii) the class and number of shares of 
the corporation which are beneficially owned by the stockholder, (iv) any 
material interest of the stockholder in such business and (v) any other 
information that is required to be provided by the stockholder pursuant to 
Regulation 14A under the Securities Exchange Act of 1934, as amended (the 
"1934 Act"), in his or her capacity as a proponent to a stockholder proposal. 
In addition to the foregoing, in order to include information with respect 
to a stockholder proposal in the proxy statement and form of proxy for a 
stockholder's meeting, stockholders must provide notice as required by the 
regulations promulgated under the 1934 Act to the extent such regulations 
require notice that is different from the notice required above.  
Notwithstanding anything in these Bylaws to the contrary, no business shall 
be conducted at any annual meeting except in accordance with the procedures 
set forth in this paragraph (b) of this Section 2.  The chairman of the 
annual meeting shall, if the facts warrant, determine and declare at the 
meeting that business was not properly brought before the meeting and in 
accordance with the provisions of this paragraph (b), and, if he or she 
should so determine, he or she shall so declare at the meeting that any such 
business not properly brought before the meeting shall not be transacted.

          (c)  Only persons who are nominated in accordance with the 
procedures set forth in this paragraph (c) shall be eligible for election as 
directors. Nominations of persons for election to the Board of Directors of 
the corporation may be made at a meeting of stockholders by or at the 
direction of the Board of Directors or by any stockholder of the corporation 
entitled to vote in the election of directors at the meeting who complies 
with the notice procedures set forth in this paragraph (c).  Such 
nominations, other than those made by or at the direction of the Board of 
Directors, shall be made pursuant to timely notice in writing to the 
Secretary of the corporation in accordance with the provisions of paragraph 
(b) of this Section 2.  Such stockholder's notice shall set forth (i) as to 
each person, if any, whom the stockholder proposes to nominate for election 
or re-election as a director:  (A) the name, age, business address and 
residence address of such person, (B) the principal occupation or employment 
of such person, (C) the class and number of shares of the corporation that 
are beneficially owned by such person, (D) a description of all arrangements 
or understandings between the stockholder and each nominee and any other 
person or persons (naming such person or persons) pursuant to which the 
nominations are to be made by the stockholder, and (E) any other information 
relating to such person that is required to be disclosed in solicitations of 
proxies for election of directors, or is otherwise required, in each case 
pursuant to Regulation 14A under the 1934 Act (including without limitation 
such person's written consent to being named in the proxy statement, if any, 
as a nominee and to serving as a director

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if elected); and (ii) as to such stockholder giving notice, the information 
required to be provided pursuant to subitems (ii), (iii) and (iv) of 
paragraph (b) of this Section 2.  At the request of the Board of Directors, 
any person nominated by a stockholder for election as a director shall 
furnish to the Secretary of the corporation that information required to be 
set forth in the stockholder's notice of nomination which pertains to the 
nominee.  No person shall be eligible for election as a director of the 
corporation unless nominated in accordance with the procedures set forth in 
this paragraph (c).  The chairman of the meeting shall, if the facts warrant, 
determine and declare at the meeting that a nomination was not made in 
accordance with the procedures prescribed by these Bylaws, and if he or she 
should so determine, he or she shall so declare at the meeting, and the 
defective nomination shall be disregarded.

     Section 3.  NOTICE OF ANNUAL MEETING.  Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting. 

     Section 4.  VOTING LIST.  The officer who has charge of the stock ledger of
the corporation shall prepare and make, or have prepared and made, at least ten
(10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder.  Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held.  The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. 

     Section 5.  SPECIAL MEETINGS.  Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, as amended from time to time, may only be called
as provided in this Section 5 by the Chief Executive Officer or Chairman of the
Board and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors. Such request shall state the
purpose or purposes of the proposed meeting.  The place, date and time of any
special meeting shall be determined by the Board of Directors.  Such
determination shall include the record date for determining the stockholders
having the right of and to vote at such meeting.

     Section 6.  NOTICE OF SPECIAL MEETING.  Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting, to each stockholder entitled to
vote at such meeting.

     Section 7.  ACTION AT SPECIAL MEETING.  Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

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     Section 8.  QUORUM AND ADJOURNMENTS.

                 (a)  The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation, as amended.  If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
the 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 notified.  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. 

                 (b)  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, as amended, a different vote is required, in
which case such express provision shall govern and control the decision of such
question. 

     Section 9.  VOTING RIGHTS.  Unless otherwise provided in the Certificate of
Incorporation, as amended, each stockholder shall at every meeting of the
stockholders be entitled to one (1) vote in person or by proxy for each share of
the capital stock having voting power held by such stockholder, but no proxy
shall be voted on after three (3) years from its date, unless the proxy provides
for a longer period. 

     Section 10.  ACTION WITHOUT MEETING.  No action shall be taken by the
stockholders of the corporation except at an annual or special meeting of
stockholders called in accordance with these Bylaws, and no action shall be
taken by the stockholders by written consent.

     Section 11.  INSPECTORS OF ELECTION.  Before any meeting of stockholders,
the Board of Directors may appoint any persons other than nominees for office to
act as inspectors of election at the meeting or its adjournment.  If no
inspectors of election are so appointed, the chairman of the meeting may, and on
the request of any stockholder or a stockholder's proxy shall, appoint
inspectors of election at the meeting.  The number of inspectors shall be either
one (1) or three (3).  If inspectors are appointed at a meeting on the request
of one or more stockholders or proxies, the holders of a majority of shares or
their proxies present at the meeting shall determine whether one (1) or three
(3) inspectors are to be appointed.  If any person appointed as inspector fails
to appear or fails or refuses to act, the chairman of the meeting may, and upon
the request of any stockholder or a stockholder's proxy shall, appoint a person
to fill that vacancy.

     These inspectors shall:

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     (A)  Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies;

     (B)  Receive votes, ballots, or consents;

     (C)  Hear and determine all challenges and questions in any way arising in
connection with the right to vote;

     (D)  Count and tabulate all votes or consents;

     (E)  Determine when the polls shall close;

     (F)  Determine the result; and

     (G)  Do any other acts that may be proper to conduct the election or vote
with fairness to all stockholders.

                                   ARTICLE III
                                    DIRECTORS

     Section 1.  CLASSES, NUMBER, TERM OF OFFICE AND QUALIFICATION.  The 
directors shall be classified into two classes, as nearly equal in number as 
possible as determined by the Board of Directors, with the term of office of 
the first class to expire at the 1998 Annual Meeting of Stockholders and the 
term of office of the second class to expire at the 1999 Annual Meeting of 
Stockholders. At each Annual Meeting of Stockholders, directors elected to 
succeed those directors whose terms expire shall be elected for a term of 
office to expire at the second succeeding Annual Meeting of Stockholders 
after their election. Additional directorships resulting from an increase in 
the number of directors shall be apportioned among the classes as equally as 
possible as determined by the Board of Directors.  The number of directors 
which shall constitute the whole Board of Directors shall be fixed by 
resolution of the Board of Directors, with the number initially fixed at nine 
(9).  Each director elected shall hold office until his or her successor is 
elected and qualified.  Directors need not be stockholders.

     Section 2.  VACANCIES.  Vacancies may be filled only by a majority of 
the directors then in office, though less than a quorum, or by a sole 
remaining director.  Each director so chosen shall hold office until a 
successor is duly elected and shall qualify or until his or her earlier 
death, resignation or removal. If there are no directors in office, then an 
election of directors may be held in the manner provided by statute.  If, at 
the time of filling any vacancy, the directors then in office shall 
constitute less than a majority of the whole Board of Directors (as 
constituted immediately prior to any such increase), the Court of Chancery 
may, upon application of any stockholder or stockholders holding at least ten 
percent (10%) of the total number of the shares at the time outstanding 
having the right to vote for such directors, summarily order an election to 
be held to fill any such vacancies, or to replace the directors chosen by the 
directors then in office.

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     Section 3.  POWERS.  The business of the corporation shall be managed by or
under the direction of its Board of Directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not by statute
or by the Certificate of Incorporation, as amended, or by these Bylaws directed
or required to be exercised or done by the stockholders. 

     Section 4.  REGULAR AND SPECIAL MEETINGS.  The Board of Directors of the
corporation may hold meetings, both regular and special, either within or
without the State of California.

     Section 5.  ANNUAL MEETING. The annual meeting of each newly elected Board
of Directors shall be held without notice other than this Bylaw immediately
after, and at the  same place as, the annual meeting of stockholders.  In the
event the annual meeting of any newly elected Board of Directors shall not be
held immediately after, and at the same place as, the annual meeting of
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors.

     Section 6.  NOTICE OF REGULAR MEETINGS.  Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board of Directors. 

     Section 7.  NOTICE OF SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be called by the Chief Executive Officer or President on no less
than forty-eight (48) hours notice to each director either personally, or by
telephone, mail, telegram or facsimile; special meetings shall be called by the
Chief Executive Officer, President or Secretary in like manner and on like
notice on the written request of two directors unless the Board of Directors
consists of only one director, in which case special meetings shall be called by
the Chief Executive Officer, President or Secretary in like manner and on like
notice on the written request of the sole director.  A written waiver of notice,
signed by the person entitled thereto, whether before or after the time of the
meeting stated therein, shall be deemed equivalent to notice.

     Section 8.  QUORUM.  At all meetings of the Board of Directors a majority
of the directors shall constitute a quorum for the transaction of business and
the act of a majority of the directors present at any meeting at which there is
a quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation, as
amended.  If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     Section 9.  ACTION WITHOUT MEETING.  Unless otherwise restricted by the
Certificate of Incorporation, as amended, or these Bylaws, any action required
or permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors or committee.

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     Section 10.  MEETINGS BY TELEPHONE CONFERENCE CALLS.  Unless otherwise
restricted by the Certificate of Incorporation, as amended, or these Bylaws,
members of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or any
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at the
meeting. 

     Section 11.  COMMITTEES.  The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, designate one or more committees,
each committee to consist of one or more of the directors of the corporation. 
The Board of Directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. 

          In the absence of disqualification of a member of a committee, the 
member or members thereof 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 of Directors to act at the meeting in the 
place of any such absent or disqualified member. 

          Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, as amended,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
Bylaws of the corporation; and, unless the resolution or the Certificate of
Incorporation, as amended, expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock.  Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

          Each committee shall keep regular minutes of its meetings and report
the same to the Board of Directors when required.

     Section 12.  FEES AND COMPENSATION.  Unless otherwise restricted by the
Certificate of Incorporation, as amended, or these Bylaws, the Board of
Directors shall have the authority to fix the compensation of directors.  The
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director.  No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.  Members of special or standing
committees may be allowed like compensation for attending committee meetings. 

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     Section 13.  REMOVAL.  Subject to any limitations imposed by law or the
Certificate of Incorporation, as amended, the Board of Directors, or any
individual director, may be removed from office at any time only with cause by
the affirmative vote of the holders of at least a majority of shares entitled to
vote at an election of directors.

                                   ARTICLE IV
                                     NOTICES

     Section 1.  NOTICE.  Whenever, under the provisions of the statutes or 
of the Certificate of Incorporation, as amended, or of these Bylaws, notice 
is required to be given to any director or stockholder, it shall not be 
construed to mean personal notice, but such notice may be given in writing, 
by mail, addressed to such director or stockholder, at his or her address as 
it appears on the records of the corporation, with postage thereon prepaid, 
and such notice shall be deemed to be given at the time when the same shall 
be deposited in the United States mail.  Notice to directors may also be 
given by telephone, telegram and facsimile.

     Section 2.  WAIVER OF NOTICE.  Whenever any notice is required to be given
under the provisions of the statutes or of the Certificate of Incorporation, as
amended, 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. 

                                    ARTICLE V
                                    OFFICERS

     Section 1.  ENUMERATION.  The officers of the corporation shall be chosen
by the Board of Directors and shall be a Chief Executive Officer, a Chief
Financial Officer and a Secretary.  The Board of Directors may elect from among
its members a Chairman of the Board.  The Board of Directors may also choose a
President, one or more Vice Presidents and one or more Assistant Secretaries. 
Any number of offices may be held by the same person, unless the Certificate of
Incorporation, as amended, or these Bylaws otherwise provide. 

          The compensation of all officers and agents of the corporation 
shall be fixed by the Board of Directors, and no officer shall be prevented 
from receiving such compensation by virtue of his or her also being a 
director of the corporation.

     Section 2.  ELECTION OR APPOINTMENT.  The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a Chief Executive
Officer, Chief Financial Officer and a Secretary and may choose a President, one
or more Vice Presidents and one or more Assistant Secretaries.

          The Board of Directors may appoint such other officers and agents as
it shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.

<PAGE>

     Section 3.  TENURE, REMOVAL AND VACANCIES.  The officers of the corporation
shall hold office until their successors are chosen and qualified.  Any officer
elected or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors.  Any vacancy occurring
in any office of the corporation shall be filled by the Board of Directors. 

     Section 4.  CHAIRMAN OF THE BOARD.  The Chairman of the Board, if any, 
shall preside at all meetings of the Board of Directors and of the 
stockholders at which he or she shall be present.  He or she shall have and 
may exercise such powers as are, from time to time, assigned to him or her by 
the Board of Directors and as may be provided by law.

     Section 5.  CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer of the 
corporation shall, subject to the control of the Board of Directors, have 
general supervision, direction and control of the business and the officers 
of the corporation.  He or she shall preside at all meetings of the 
stockholders and, in the absence or nonexistence of a Chairman of the Board 
at all meetings of the Board of Directors.  He or she shall have the general 
powers and duties of management usually vested in the Chief Executive Officer 
of a corporation, including general supervision, direction and control of the 
business and supervision of other officers of the corporation, and shall have 
such other powers and duties as may be prescribed by the Board of Directors 
or these Bylaws.

     The Chief Executive Officer shall, without limitation, have the authority
to execute bonds, mortgages and other contracts requiring a seal, under the seal
of the corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the corporation.

     Section 6.  PRESIDENT.  Subject to such supervisory powers as may be given
by these Bylaws or the Board of Directors to the Chairman of the Board or the
Chief Executive Officer, if there be such officers, the President shall have
general supervision, direction and control of the business and supervision of
other officers of the corporation, and shall have such other powers and duties
as may be prescribed by the Board of Directors or these Bylaws.  In the event a
Chief Executive Officer shall not be appointed, the President shall have the
duties of such office.

     Section 7.  VICE PRESIDENTS.  The Vice President, or if there shall be more
than one, the Vice Presidents in the order determined by the Board of Directors,
shall, in the absence or disability of the President, act with all of the powers
and be subject to all the restrictions of the President.  The Vice Presidents
shall also perform such other duties and have such other powers as the Board of
Directors, the President or these Bylaws may, from time to time, prescribe.

     Section 8.  SECRETARY.  The Secretary shall attend all meetings of the
Board of Directors, all meetings of the committees thereof and all meetings of
the stockholders and record all the proceedings of the meetings in a book or
books to be kept for that purpose.  Under the Chief Executive Officer's or
President's supervision, the Secretary shall give, or cause to be given, all
notices required to be given by these Bylaws or by law; shall have such powers
and perform such duties as the Board of Directors, the Chief Executive Officer,
the President or these Bylaws may, 
<PAGE>

from time to time, prescribe; and shall have custody of the seal of the 
corporation.  The Secretary, or an Assistant Secretary, shall have authority 
to affix the seal of the corporation to any instrument requiring it and when 
so affixed, it may be attested by his or her signature or by the signature of 
such Assistant Secretary.  The Board of Directors may give general authority 
to any other officer to affix the seal of the corporation and to attest the 
affixing by his or her signature.

     Section 9.  ASSISTANT SECRETARY.  The Assistant Secretary, if any, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors, shall, in the absence, disability or refusal to act of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as the Board of Directors,
the Chief Executive Officer, the President, the Secretary or these Bylaws may,
from time to time, prescribe.

     Section 10.  CHIEF FINANCIAL OFFICER.  The Chief Financial Officer shall
act as Treasurer and shall have the 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 moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors. 

          He or she shall disburse the funds of the corporation as may be 
ordered by the Board of Directors, taking proper vouchers for such 
disbursements, and shall render to the President and the Board of Directors, 
at its regular meetings, or when the Board of Directors so requires, an 
account of all his or her transactions as Treasurer and of the financial 
condition of the corporation. 

          If required by the Board of Directors, he or she shall give the 
corporation a bond (which shall be renewed every six years) in such sum and 
with such surety or sureties as shall be satisfactory to the Board of 
Directors for the faithful performance of the duties of the office and for 
the restoration to the corporation, in case of his or her death, resignation, 
retirement or removal from office, of all books, papers, vouchers, money and 
other property of whatever kind in his or her possession or under his or her 
control belonging to the corporation.

     Section 11.  OTHER OFFICERS, ASSISTANT OFFICERS AND AGENTS.  Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these Bylaws, shall have such authority and perform such duties
as may from time to time be prescribed by the Board of Directors, the Chief
Executive Officer or the President.

     Section 12.  ABSENCE OR DISABILITY OF OFFICERS.  In the case of the absence
or disability of any officer of the corporation and of any person hereby
authorized to act in such officer's place during such officer's absence or
disability, the Board of Directors may delegate the powers and duties of such
officer to any officer or to any director, or to any other person who it may
select.
<PAGE>



                                   ARTICLE VI
                              CERTIFICATES OF STOCK

     Section 1.  CERTIFICATES OF STOCK.  Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the Chairman of the Board of Directors, or the President
or a Vice President and the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the corporation, certifying the number of
shares owned by him or her in the corporation.

          Certificates may be issued for partly paid shares and in such case
upon the face or back of the certificates issued to represent any such partly
paid shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified. 

          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 qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, 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 which the corporation shall issue to represent such class or
series of stock, 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 and/or rights. 

     Section 2.  EXECUTION OF CERTIFICATES.  Any or all of the signatures on 
the certificate may be facsimile.  In case any officer, transfer agent or 
registrar who has signed or whose facsimile signature has been placed upon a 
certificate shall have ceased to be such officer, transfer agent or registrar 
before such certificate is issued, it may be issued by the corporation with 
the same effect as if he or she were such officer, transfer agent or 
registrar at the date of issue. 

     Section 3.  LOST CERTIFICATES.  The Board of Directors may direct a new 
certificate or certificates to be issued in place of any certificate or 
certificates theretofore issued by the corporation alleged to have been lost, 
stolen or destroyed, upon the making of an affidavit of that fact by the 
person claiming the certificate of stock to be lost, stolen or destroyed.  
When authorizing such issue of a new certificate or certificates, the Board 
of Directors may, in its discretion and as a condition precedent to the 
issuance thereof, require the owner of such lost, stolen or destroyed 
certificate or certificates, or his or her legal representative, to advertise 
the same in such manner as it shall require and/or 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 certificate alleged to have 
been lost, stolen or destroyed. 


<PAGE>

     Section 4.  TRANSFER OF STOCK.  Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation 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.

     Section 5.  FIXING RECORD DATE.  In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholder or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action.  A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

     Section 6.  REGISTERED STOCKHOLDERS.  The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware. 


                                   ARTICLE VII
                                 INDEMNIFICATION

     Section 1.  INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS.  The
corporation shall indemnify its directors and executive officers to the fullest
extent not prohibited by the Delaware General Corporation Law; provided,
however, that the corporation may limit the extent of such indemnification by
individual contracts with its directors and executive officers; and, provided,
further, that the corporation shall not be required to indemnify any director or
executive officer in connection with any proceeding (or part thereof) initiated
by such person or any proceeding by such person against the corporation or its
directors, officers, employees or other agents unless (i) such indemnification
is expressly required to be made by law, (ii) the proceeding was authorized by
the Board of Directors of the corporation, and (iii) such indemnification is
provided by the corporation, in its sole discretion, pursuant to the powers
vested in the corporation under the Delaware General Corporation Law.

     Section 2.  INDEMNIFICATION OF OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS. 
The corporation shall have power to indemnify its other officers, employees and
other agents as set forth in the Delaware General Corporation Law.
<PAGE>

     Section 3.  GOOD FAITH.  

          (a)  For purposes of any determination under this Bylaw, a director 
or executive officer shall be deemed to have acted in good faith and in a 
manner he or she reasonably believed to be in or not opposed to the best 
interests of the corporation, and, with respect to any criminal action or 
proceeding, to have had no reasonable cause to believe that his or her 
conduct was unlawful, if his or her action is based on information, opinions, 
reports and statements, including financial statements and other financial 
data, in each case prepared or presented by:

               (1)  one or more officers or employees of the
          corporation whom the director or executive officer believed
          to be reliable and competent in the matters presented;

               (2)  counsel, independent accountants or other persons
          as to matters which the director or executive officer
          believed to be within such person's professional competence;
          and

               (3)  with respect to a director, a committee of the
          Board of Directors upon which such director does not serve,
          as to matters within such committee's designated authority,
          which committee the director believes to merit confidence;
          so long as, in each case, the director or executive officer
          acts without knowledge that would cause such reliance to be
          unwarranted.

          (b)  The termination of any proceeding by judgment, order, 
settlement, conviction or upon a plea of nolo contendere or its equivalent 
shall not, of itself, create a presumption that the person did not act in 
good faith and in a manner which he or she reasonably believed to be in or 
not opposed to the best interests of the corporation, and, with respect to 
any criminal proceeding, that he or she had reasonable cause to believe that 
his or her consent was unlawful.

          (c)  The provisions of this Section 3 shall not be deemed to be
exclusive or to limit in any way the circumstances in which a person may be
deemed to have met the applicable standard of conduct set forth by the Delaware
General Corporation Law.

     Section 4.  EXPENSES.  The corporation shall advance, prior to the final
disposition of any proceeding, promptly following request therefor, all expenses
incurred by any director or executive officer in connection with such proceeding
upon receipt of an undertaking by or on behalf of such person to repay said
amounts if it should be determined ultimately that such person is not entitled
to be indemnified under this Bylaw or otherwise.

          Notwithstanding the foregoing, unless otherwise determined pursuant to
Section 4 of this Bylaw, no advance shall be made by the corporation if a
determination is reasonably and promptly made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to the
proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
<PAGE>

written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the corporation.

     Section 5.  ENFORCEMENT.  Without the necessity of entering into an 
express contract, all rights to indemnification and advances to directors and 
executive officers under this Bylaw shall be deemed to be contractual rights 
and be effective to the same extent and as if provided for in a contract 
between the corporation and the director or executive officer.  Any right to 
indemnification or advances granted by this Bylaw to a director or executive 
officer shall be enforceable by or on behalf of the person holding such right 
in any court of competent jurisdiction if (i) the claim for indemnification 
or advances is denied, in whole or in part, or (ii) no disposition of such 
claim is made within ninety (90) days of request therefor.  The claimant in 
such enforcement action, if successful in whole or in part, shall be entitled 
to be paid also the expense of prosecuting his or her claim.  The corporation 
shall be entitled to raise as a defense to any such action that the claimant 
has not met the standards of conduct that make it permissible under the 
Delaware General Corporation Law for the corporation to indemnify the 
claimant for the amount claimed.  Neither the failure of the corporation 
(including its Board of Directors, independent legal counsel or its 
stockholders) to have made a determination prior to the commencement of such 
action that indemnification of the claimant is proper in the circumstances 
because he or she has met the applicable standard of conduct set forth in the 
Delaware General Corporation Law, nor an actual determination by the 
corporation (including its Board of Directors, independent legal counsel or 
its stockholders) that the claimant has not met such applicable standard of 
conduct, shall be a defense to the action or create a presumption that the 
claimant has not met the applicable standard of conduct.

     Section 6.  NON-EXCLUSIVITY OF RIGHTS.  The rights conferred on any 
person by this Bylaw shall not be exclusive of any other right which such 
person may have or hereafter acquire under any statute, provision of the 
Certificate of Incorporation, as amended, Bylaws, agreement, vote of 
stockholders or disinterested directors or otherwise, both as to action in 
his or her official capacity and as to action in another capacity while 
holding office.  The corporation is specifically authorized to enter into 
individual contracts with any or all of its directors, officers, employees or 
agents respecting indemnification and advances, to the fullest extent not 
prohibited by the Delaware General Corporation Law.

     Section 7.  SURVIVAL OF RIGHTS.  The rights conferred on any person by this
Bylaw shall continue as to a person who has ceased to be a director, officer,
employee or other agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.

     Section 8.  INSURANCE.  To the fullest extent permitted by the Delaware
General Corporation Law, the corporation, upon approval by the Board of
Directors, may purchase insurance on behalf of any person required or permitted
to be indemnified pursuant to this Bylaw.

     Section 9.  AMENDMENTS.  Any repeal or modification of this Bylaw shall
only be prospective and shall not affect the rights under this Bylaw in effect
at the time of the alleged 
<PAGE>

occurrence of any action or omission to act that is the cause of any 
proceeding against any agent of the corporation.

     Section 10.  SAVING CLAUSE.  If this Bylaw or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director and executive officer to
the full extent not prohibited by any applicable portion of this Bylaw that
shall not have been invalidated, or by any other applicable law.

     Section 11.  CERTAIN DEFINITIONS.  For the purposes of this Bylaw, the
following definitions shall apply:

             (a)  The term "proceeding" shall be broadly construed and shall
include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of the testimony
in, any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative.

             (b)  The term "expenses" shall be broadly construed and shall
include, without limitation, court costs, attorneys' fees, witness fees, fines,
amounts paid in settlement or judgment and any other costs and expenses of any
nature or kind incurred in connection with any proceeding.

             (c)  The term the "corporation" shall include, in addition to 
the resulting corporation, any constituent corporation (including any 
constituent of a constituent) absorbed in a consolidation or merger which, if 
its separate existence had continued, would have had power and authority to 
indemnify its directors, officers, and employees or agents, so that any 
person who is or was a director, officer, employee or agent of such 
constituent corporation, or is or was serving at the request of such 
constituent corporation as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise, shall 
stand in the same position under the provisions of this Bylaw with respect to 
the resulting or surviving corporation as he or she would have with respect 
to such constituent corporation if its separate existence had continued.

             (d)  References to a "director," "officer," "employee," or "agent"
of the corporation shall include, without limitation, situations where such
person is serving at the request of the corporation as a director, officer,
employee, trustee or agent of another corporation, partnership, joint venture,
trust or other enterprise.

             (e)  References to "other enterprises" shall include employee 
benefit plans; references to "fines" shall include any excise taxes assessed 
on a person with respect to an employee benefit plan; and references to 
"serving at the request of the corporation" shall include any service as a 
director, officer, employee or agent of the corporation which imposes duties 
on, or involves services by, such director, officer, employee, or agent with 
respect to an employee benefit plan, its participants, or beneficiaries; and 
a person who acted in good faith and in a manner he or she reasonably 
believed to be in the interest of the participants and beneficiaries of an 
<PAGE>

employee benefit plan shall be deemed to have acted in a manner "not opposed 
to the best interests of the corporation" as referred to in this Bylaw.

                                  ARTICLE VIII
                                LOANS TO OFFICERS

     Section 1.  LOANS TO OFFICERS.  The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its subsidiaries, including any officer or employee who
is a director of the corporation or its subsidiaries, whenever, in the judgment
of the Board of Directors, such loan, guarantee or assistance may reasonably be
expected to benefit the corporation.  The loan, guarantee or other assistance
may be with or without interest and may be unsecured, or secured in such manner
as the Board of Directors shall approve, including, without limitation, a pledge
of shares of stock of the corporation.  Nothing in this Bylaw shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

                                   ARTICLE IX
                             EXCESSIVE COMPENSATION

     If the Internal Revenue Service disallows as a business deduction to the
corporation any part of the salary or other compensation paid by it to any
officer, director or employee, as being excessive compensation, that part
disallowed shall be repaid to the corporation by the officer, director or
employee.


                                    ARTICLE X
                               GENERAL PROVISIONS

     Section 1.  DECLARATION OF DIVIDENDS.  Dividends upon the capital stock of
the corporation, subject to the provisions of the Certificate of Incorporation,
as amended, if any, may be declared by the Board of Directors at any regular or
special meeting, pursuant to law.  Dividends may be paid in cash, in property,
or in shares of the capital stock, subject to the provisions of the Certificate
of Incorporation, as amended. 

     Section 2.  DIVIDEND RESERVE.  Before payment of any dividend, there may be
set aside out of any funds of the corporation available for dividends such sum
or sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purposes as the directors shall think conducive to the interest
of the corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created. 

     Section 3.  EXECUTION OF CORPORATE INSTRUMENTS.  All checks or demands for
money and notes of the corporation shall be signed by such officer or officers
or such other person or persons as the Board of Directors may from time to time
designate. 
<PAGE>

     Section 4.  FISCAL YEAR.  The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

     Section 5.  CORPORATE SEAL.  The Board of Directors may adopt a corporate
seal having inscribed thereon the name of the corporation, the year of its
organization and the words "Corporate Seal, Delaware."  The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.


                                   ARTICLE XI
                                   AMENDMENTS

     Section 1.  AMENDMENTS.  Except as otherwise set forth in Section 9 of
Article VII of these Bylaws, the Bylaws may be altered or amended or new Bylaws
adopted by the affirmative vote of a majority of the voting power of all of the
then-outstanding shares of capital stock of the corporation entitled to vote
generally in the election of directors (the "Voting Stock").  The Board of
Directors shall also have the power, if such power is conferred upon the Board
of Directors by the Certificate of Incorporation, as amended, to adopt, amend or
repeal Bylaws by a vote of the majority of the Board of Directors unless a
greater or different vote is required pursuant to the provisions of the Bylaws,
the Certificate of Incorporation or any applicable provision of law.