EXHIBIT 3.2



                   AMENDED AND RESTATED BYLAWS
                               OF
                  APRIA HEALTHCARE GROUP INC.,
                     A DELAWARE CORPORATION
                                
                (As Amended through May 5, 1998)

                            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 eight until changed by resolution adopted by
the Board.  The directors shall be divided into three classes as
nearly equal in number as possible, designated Class I, Class II
and Class III.  The initial term of office of Class I directors
shall expire at the 1996 annual meeting of stockholders; of Class
II directors at the 1997 annual meeting of stockholders; and of
Class III directors at the 1998 annual meeting stockholders.  At
each annual meeting of stockholders, successors to the class of
directors whose terms of office expire in that year shall be
elected to hold office for a term of three (3) years.  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.