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                                                                    Exhibit 3(2)



                                     BYLAWS
                                       OF
                           FOUNTAIN OIL INCORPORATED
                             A DELAWARE CORPORATION
                     (As Amended Through February 4, 1997)
                                   ARTICLE I

                                  STOCKHOLDERS

          Section 1. Place of Meetings.  Meetings of the stockholders shall be
held at such place either within or without the State of Delaware as shall be
designated from time to time by the board of directors or stated in the notice
of the meeting.

          Section 2. Annual Meeting.  Annual meetings of stockholders shall be
as designated from time to time by the board of directors (which shall be in the
case of the first annual meeting not more than thirteen (13) months after the
organization of the corporation and in the case of all other annual meetings, no
more than thirteen (13) months after the date of the prior annual meeting) and
stated in the notice of the meeting, at which they shall elect by a plurality
vote a board of directors, and transact such other business as may properly be
brought before the meeting.

          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 nor more than
sixty days before the date of the meeting.

          Section 4. Stockholder List.  The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten 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 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.  The list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.
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          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, may be called by the chairman of the board, the
president or the secretary and shall be called by the chairman of the board, the
president or the secretary at the request in writing of a majority of the board
of directors, or at the request in writing of stockholders owning 25% or more of
the entire capital stock of the corporation issued and outstanding and entitled
to vote.  Such request shall state the purpose or purposes of the proposed
meeting.

          Section 6. Notice of Special Meetings.  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 nor
more than sixty days before the date of the meeting, to each stockholder
entitled to vote at such meeting.

          Section 7. Quorum.  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.  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 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 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.

          Section 8. Voting and Proxies.  When a quorum is present at any
meeting, except with respect to the election of directors, 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, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Directors shall be elected by a plurality of the votes cast.  Unless otherwise
provided in the certificate of incorporation, each stockholder shall be entitled
to one vote for each share of the capital stock having voting power held by such
stockholder.  Each stockholder entitled to vote may vote in person or by a proxy
granted in accordance with Delaware law, but no proxy shall be voted on after
three years from its date, unless the proxy provides for a longer period.

          Section 9. Conduct of Meeting . At every meeting of stockholders, the
chairman of the board of directors, or, if a chairman has not been appointed or
is absent, the president, or, if the president is absent, the most senior vice
president present, or in the absence of any such officer, a chairman of the
meeting chosen by a majority in interest of the stockholders entitled to vote,
present in person or by proxy, shall act as chairman.  The secretary, or, in his
absence, the person appointed by the chairman of the meeting, shall act as
secretary of the meeting.  The chairman of the meeting shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are necessary, appropriate or
convenient for the proper conduct of the meeting.  Unless and to the extent
<PAGE>

determined by the board of directors or the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with rules of
parliamentary procedure.

          Section 10. Inspectors of Election.  In advance of any meeting of
stockholders, the board of directors, or if they do not do so, the chairman of
the meeting, shall appoint one or more inspectors to act at the meeting and make
a written report thereof.  Each inspector, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his ability.
The inspectors shall: (1) ascertain the number of shares outstanding and the
voting power of each; (2) determine the shares represented at a meeting and the
validity of proxies and ballots; (3) count all votes and ballots; (4) determine
and retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors; and (5) certify their determination
of the number of shares represented at the meeting, and their count of all votes
and ballots.  The inspectors may appoint or retain other persons or entities to
assist the inspectors in the performance of the duties of the inspectors.

          The date and time of the opening and the 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 any 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.

          This Section 10 shall not apply to the corporation if it does not have
a class of voting stock that is: (1) listed on a national securities exchange;
(2) authorized for quotation on an inter-dealer quotation system of a registered
national securities association; or (3) held of record by more than 2,000
stockholders.

          Section 11. Written Consent.  Unless otherwise provided in the
certificate of incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.  Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

                                   ARTICLE II

                                   DIRECTORS

          Section 1. Number and Term of Office.  The number of directors which
shall constitute the whole board shall be not less than three (3) nor more than
nine (9) until changed by amendment to the certificate of incorporation or by a
bylaw amending this Section duly adopted by the stockholders entitled to vote or
by the board of directors.  The exact number of directors shall be fixed from
time to time, within the limits specified herein or in the certificate of
incorporation, by a bylaw or amendment thereof duly adopted by the stockholders
or the board of directors.
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Subject to the foregoing provisions for changing the number of directors, the
number of directors of the corporation is fixed at six (6). The directors shall
be elected at the annual meeting of the stockholders, except as provided in
Section 2 of this Article, and each director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.

          Section 2.  Vacancies.  Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced.  A vacancy in the board of directors shall be
deemed to exist under this Section in the case of the death, resignation or
removal of any director and no decrease in the number of directors shall shorten
the term of any incumbent director.

          Section 3.  Powers.  The business and affairs 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 or by these
bylaws directed or required to be exercised or done by the stockholders.

          Section 4.  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.

          Section 5.  Special Meetings.  Special meetings of the board of
directors for any purpose or purposes may be called at any time by one-third of
the directors then in office (rounded up to the nearest whole number) or by the
chairman of the board, the president or the secretary.  Notice of the time and
place of special meetings shall be given orally or in writing, by telephone,
facsimile, telegraph or telex, during normal business hours, at least forty-
eight (48) hours before the date and time of the meeting; or if in writing to
each director by first class mail, charges prepaid, at least five (5) days, or
by air courier, charges prepaid, at least three (3) days, before the date of the
meeting.  A notice need not specify the purpose of any regular or special
meeting of the board of directors.

          Section 6.  Quorum.  At all meetings of the board a majority of the
authorized number of 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.  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 7. Written Consent.  Unless otherwise restricted by the
certificate of incorporation 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 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 or committee.
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          Section 8. Participation in Meetings by Conference Telephone.  Unless
otherwise restricted by the certificate of incorporation 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 9. Committees of the Board of Directors.  The board of
directors may, by resolution passed by a majority of the whole board, designate
one or more committees, each committee to consist of one or more of the
directors of the corporation.  The board 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 or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he 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, 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 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 10.  Compensation Of Directors.  Unless otherwise restricted
by the certificate of incorporation or these bylaws, the board of directors
shall have the authority to fix the compensation of directors.  No such
compensation 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 or serving on such committees.

          Section 11. Removal Of Directors.  Unless otherwise restricted by the
certificate of incorporation or by law, any director or the entire board of
directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of directors.


                                  ARTICLE III

                                    NOTICES
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          Section 1. Notices.  Whenever, under the provisions of the statutes or
of the certificate of incorporation or of these bylaws, notice is required to be
given to any director or stockholder, such notice may be given in writing, by
mail, addressed to such director or stockholder, at his 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 in the manner set
forth in Section 5 of Article 11 of these bylaws.

          Section 2. Waiver.  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.

                                   ARTICLE IV

                                    OFFICERS

          Section 1.  General.  The officers of the corporation shall be chosen
by the Board of Directors and shall be a Chairman of the Board of Directors (who
must be a director), a President, a Chief Executive Officer, a Chief Financial
Officer, and a Secretary.  The Board of Directors, in its discretion, may also
choose a Vice Chairman of the Board of Directors (who must be a director), one
or more Vice Presidents, a Treasurer and other officers.  Any number of offices
may be held by the same person, unless otherwise prohibited by law, the
Certificate of Incorporation or these Bylaws.  The officers of the corporation
need not be stockholders of the corporation nor, except in the case of the
Chairman of the Board of Directors and the Vice Chairman of the Board of
Directors, need such officers be directors of the corporation.

          Section 2.  Election.  The Board of Directors shall elect the officers
of the corporation, 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; and all officers of the corporation shall hold
office until their successors are elected and qualified, or until their earlier
resignation or removal.  Any officer may be removed at any time by the Board of
Directors.  Any vacancy occurring or existing in any office of the corporation
may be filled by the Board of Directors.  The salaries of all executive officers
of the corporation shall be fixed by the Board of Directors or a duly
constituted committee of the Board of Directors to which such authority is
delegated.

          Section 3.  Chairman of the Board of Directors.  The Chairman of the
Board of Directors shall preside at all meetings of the stockholders and of the
Board of Directors.  The Chairman of the Board of Directors shall have such
other powers and duties as may be assigned to him or her or prescribed for such
office from time to time by the Board of Directors.
<PAGE>

          Section 4.  Vice Chairman of the Board of Directors.  The Vice
Chairman of the Board of Directors shall, in the absence of the Chairman of the
Board of Directors, preside at all meetings of the stockholders and of the Board
of Directors and shall have such other powers and duties as may be assigned to
him or her or prescribed for such office from time to time by the Board of
Directors.

          Section 5.  Chief Executive Officer.  The Chief Executive Officer of
the corporation shall have general supervision, direction and control of the
business and affairs of the corporation.  The Chief Executive Officer shall have
such other powers and duties as may be assigned to him or her or prescribed for
such office from time to time by the Board of Directors.  Except as otherwise
provided in these Bylaws or as delegated by the Chief Executive Officer, all
other officers of the corporation shall report to the Chief Executive Officer.

          Section 6.  President.  The President shall be the Chief Operating
Officer of the corporation and, as such, shall have the general powers and
duties of management associated with the day-to-day operations of the
corporation and shall have such other powers and duties as may be assigned to
him or her or prescribed for such office from time to time by the Board of
Directors or the Chief Executive Officer, if the President is not then serving
as such.

          Section 7.  Vice Presidents.  Each Vice President shall have such
powers and duties as may be assigned to him or her from time to time by the
Board of Directors or the Chief Executive Officer.  Any Vice President may be
designated by the Board as an Executive Vice President, Senior Vice President,
Assistant Vice President or any other classification of Vice President.

          Section 8.  Chief Financial Officer.  The Chief Financial Officer
shall have the general powers and duties of management associated with the
general supervision, direction and control of the financial affairs of the
corporation, including financial planning and budgeting and accounting for the
conduct of the corporation's operations, and such other powers and duties as may
be assigned to him or her or prescribed for such office from time to time by the
Board of Directors or the Chief Executive Officer.  In the absence of a
Treasurer, the Chief Financial Officer shall perform the duties of the
Treasurer.

          Section 9.  Secretary.  The Secretary shall keep minutes of all
meetings of the Board of Directors, committees of the Board of Directors and
stockholders of the corporation and any action taken by the Board of Directors
or stockholders other than in a meeting.  The Secretary shall give, or cause to
be given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall have such other powers and duties as may be
assigned to him or her or prescribed for such office by the Board of Directors
or the Chief Executive Officer.  If the Secretary shall be unable or shall
refuse to cause to be given notice of all meetings of the stockholders and
special meetings of the Board of Directors, then the Board of Directors or the
Chairman of the Board of Directors or the Vice Chairman of the Board of
Directors or the President may choose another officer to cause such notice to be
given.  The Secretary shall have custody of the seal of the corporation, and the
Secretary or any Assistant Secretary, if there is one, shall
<PAGE>

have authority to affix the same to any instrument requiring it and when so
affixed, it may be attested by the signature of the Secretary or by the
signature of any 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 10.  Treasurer.  The Treasurer 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.  The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors or the Chief Executive Officer, taking proper
vouchers for such disbursements, and shall render to the Chief Executive
Officer, the Chief Financial Officer and the Board of Directors, when requested,
an accounting of all his transactions as Treasurer and of the financial
condition of the corporation.  The Treasurer shall have such other powers and
duties as may be assigned to him or her or prescribed for such office from time
to time by the Board of Directors, the Chief Executive Officer or the Chief
Financial Officer.  The Treasurer shall report to the Chief Executive Officer
and to the Chief Financial Officer.

          Section 11.  Other Officers.  The Board of Directors may designate
such other offices and elect such other officers and prescribe for such offices
and assign to such officers such powers and duties as the Board of Directors may
from time to time deem appropriate.  The Chief Executive Officer may also assign
to such officers such powers and duties as the Chief Executive Officer deems
appropriate.  The Board of Directors may delegate to the Chief Executive Officer
of the corporation the power to choose and to prescribe the respective powers
and duties of other officers who are not executive officers of the corporation,
such as Assistant Secretaries and Assistant Treasurers.


                                   ARTICLE V

                                     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, the chief executive officer, 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 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.  Upon the declaration of any dividend
upon fully paid shares, the corporation shall declare a dividend on partly paid
shares of the same class, but only upon the basis of the percentage of the
consideration actually paid thereon.
<PAGE>

          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 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 required by law, 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. Facsimile Signatures.  Any of or all 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 were such officer, transfer agent or registrar at the date of issue.

          Section 3. Transfer of Stock.  Transfers of stock shall be made only
upon the transfer books of the corporation kept at an office of the corporation
or by transfer agents designated to transfer shares of the stock of the
corporation.  Except where a certificate is issued in accordance with Section 4
of this Article V, an outstanding certificate for the number of shares involved
shall be surrendered for cancellation before a new certificate is issued
therefor.

          Section 4. Lost, Stolen or Destroyed Certificates.  In the event of
the loss, theft or destruction of any certificate of stock, another may be
issued in its place pursuant to such regulations as the board of directors may
establish concerning proof of such loss, theft or destruction and concerning the
giving of a satisfactory bond or bonds of indemnity.

          Section 5.  Regulations.  The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the board of directors may establish.

          Section 6.  Record Date.  In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or 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 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 nor less than ten days before the date of
such meeting, nor more than sixty 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.

                                   ARTICLE VI

          INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
<PAGE>

          Section 1. Right to Indemnification.  The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he, or a person for whom he 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,
trustee, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, against all liability and loss suffered and expenses reasonably incurred
by such person in connection therewith.  The corporation shall indemnify a
person in connection with a proceeding initiated by such person only if the
proceeding was authorized by the board of directors of the corporation.  The
corporation may provide indemnification to employees and agents of the
corporation with the same scope and effect as the indemnification and
advancement of expenses provided in this Article.

          Section 2. Payment of Expenses.  The corporation shall pay the
expenses incurred by a director or officer of the corporation in defending any
proceeding in advance of its final disposition, provided, however, that the
payment of expenses incurred by a director or officer in his capacity as a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.

          Section 3. Right to Bring Suit.  If a claim for indemnification or
payment of expenses under this Article by a director or officer of the
corporation is not paid in full within 30 days after a written claim therefor
has been received by the corporation the claimant may file suit to recover the
unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim.  In any such action
the corporation shall have the burden of proving that the claimant was not
entitled to the requested indemnification or payment of expenses under
applicable law.

          Section 4. Rights Not Exclusive.  The rights conferred on any person
by this Article shall not be exclusive of any other rights which such person may
have or hereafter acquire under any statute, provision of the corporation's
certificate of incorporation, these bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.  The corporation shall have the authority
to enter into such agreements as the board of directors deems appropriate for
the indemnification of present or future directors, officers, employees and
agents of the corporation in connection with their service to the corporation or
any other corporation, partnership, joint venture, trust or other enterprise,
including any employee benefit plan, to which such person is providing services
at the request of the corporation.

          Section 5.  Effect or Modification.  Any repeal or modification of the
foregoing provisions of this Article shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.
<PAGE>

          Section 6.  Successors.  The rights conferred on any person by this
Article shall continue as to a person who has ceased to be a director, officer,
employee or agent of the corporation and shall inure to the benefit of such
person's heirs, executors and administrators.

          Section 7.  Definition of Corporation.  For purposes of this Article,
reference to "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 Article with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

                                  ARTICLE VII

                                   AMENDMENTS


          These bylaws may be altered, amended or repealed or new bylaws may be
adopted by the stockholders or, if provided in the certificate of incorporation,
by the board of directors.  If the power to adopt, amend or repeal bylaws is
conferred upon the board of directors by the certificate of incorporation it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal bylaws.