<PAGE>
 
                           Exhibit 3-3
                      FRONTIER CORPORATION 

                             By-Laws 

               As Revised Effective March 21, 1983 
       (And as amended 7/16/84, 11/19/84, 2/17/86, 2/16/87,
          4/22/87, 11/20/89, 2/19/90, 11/19/90, 4/24/91,
   4/29/92, 4/21/93, 4/27/94, 9/19/94, 1/1/95, 4/26/95, 8/16/95
                             1/22/96)

                            ARTICLE I 

                          SHAREHOLDERS 



Section 1 - Annual Meeting. 

    An annual meeting of shareholders for the election of
Directors and the transaction of other business shall be held at
such time on any day in the month of April in each year or on such
other date as shall be fixed by the Board of Directors.  

Section 2 - Special Meetings.

    Special Meetings of the shareholders may be called by the
Board of Directors.  Such meeting shall be held at such time as
may be fixed in the notice of meeting.  

Section 3 - Place of Meeting.

    Meetings of shareholders shall be held at such place, within
or without the State of New York, as may be fixed in the notice of
meeting.  

Section 4 - Notice of Meeting.

    Notice of each meeting of shareholders shall be in writing
and shall state the place, date and hour of the meeting and the
purpose or purposes for which the meeting is called.  

    A copy of the notice of any meeting shall be given,
personally, or by mail, not less than ten or more than fifty days
before the date of the meeting, to each shareholder entitled to
vote at such meeting.  If mailed, such notice is given when
deposited in the United States mail, with postage thereon prepaid,
directed to the shareholder at the shareholder's address as it
appears on the record of shareholders, or, if the shareholder
shall have filed with the Secretary of the Corporation a written
request that notices be  mailed to some other address, then
directed to the shareholder at such other address.  

Section 5 - Inspectors of Election.

    The Board of Directors, in advance of any shareholders'
meeting, may appoint one or more inspectors to act at the meeting
or any adjournment thereof.  If inspectors are not so appointed,
the person presiding at a shareholders' meeting may, and on the
<PAGE>
 
request of any shareholder entitled to vote at such meeting shall,
appoint two inspectors.  Each inspector, before entering upon the
discharge of the inspector's duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of the inspector's
ability.  

    The inspectors shall 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 validity and
effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are
proper to conduct the election or vote with fairness to all
shareholders.  On request of the person presiding at the meeting
or any shareholder entitled to vote at such meeting, the
inspectors shall make a report in writing of any challenge,
question or matter determined by them and execute a certificate of
any fact found by them.  Any report or certificate made by them
shall be prima facie evidence of the facts stated and of the vote
as certified by them.  

Section 6 - List of Shareholders at Meeting.

    A list of shareholders as of the record date, certified by
the Secretary or any Assistant Secretary or by the Transfer Agent,
if any, shall be produced at the meeting of shareholders upon the
request of any shareholder at such meeting or prior thereto.  If
the right to vote at any meeting is challenged, the inspectors of
election, or person presiding at such meeting, shall require such
list of shareholders to be produced as evidence of the right of
the persons challenged to vote at such meeting, and all persons
who appear from such list to be shareholders entitled to vote at
such meeting may vote at such meeting.  

Section 7 - Qualification of Voters.

    Every shareholder of record of common stock of the
Corporation shall be entitled at every meeting of shareholders to
one vote for every share of common stock held by the shareholder
in the shareholder's name on the record of shareholders, subject,
however, to the voting rights granted to the holders of Cumulative
Preferred Stock of the Corporation upon default in dividends
thereon.  

Section 8 - Quorum of Shareholders.

    The holders of a majority of the shares entitled to vote at
such meeting shall constitute a quorum at a meeting of
shareholders for the transaction of any business, provided that
when a specified item of business is required to be voted on by a
class or series, voting as a class, the holders of a majority of
the shares of such class or series shall constitute a quorum for
the transaction of such specified item of business.  

    The shareholders present, in person or by proxy, and 
entitled to vote may, by a majority of votes cast, adjourn the 
meeting despite the absence of a quorum.  
<PAGE>
 
Section 9 - Vote of Shareholders.

    Directors shall, except as otherwise required by law, or by
the certificate of incorporation as permitted by law, be elected
by a plurality of the votes cast at a meeting of shareholders by
the holders of shares entitled to vote in the election.  

    Whenever any corporate action, other than the election of
Directors, is to be taken by vote of the shareholders, it shall,
except as otherwise required by law, or by the certificate of
incorporation as permitted by law, be authorized by a majority of
the votes cast at a meeting of shareholders by the holders of
shares entitled to vote thereon.  

Section 10 - Proxies.

    Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting
may authorize another person or persons to act for that
shareholder by proxy.  Every proxy must be signed by the 
shareholder or the shareholder's attorney-in-fact.  No proxy shall
be valid after the expiration of eleven months from the date
thereof unless otherwise provided in the proxy.  Every proxy shall
be revocable at the pleasure of the shareholder executing it
except in those cases where an irrevocable proxy permitted by
statute has been given.  

Section 11 - Fixing Record Date.

    For the purpose of determining the shareholders entitled to
notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent or dissent from any
proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action,
the Board of Directors may fix, in advance, a date as the record
date for any such determination of shareholders.  Such date shall
not be more than fifty nor less than ten days before the date of
such meeting, nor more than fifty days prior to any other action.  

Section 12 - Order of Business.*

    The order of business at each meeting of shareholders shall
be as determined by the chairman 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 and
things as are necessary or desirable for the proper conduct of the
meeting, including, without limitation, the establishment of
procedures for the maintenance of order and safety, limitations on
the time allotted to questions or comments on the affairs of the
Corporation, restrictions on entry to such meeting after the time
prescribed for the commencement thereof, and the opening and
closing of the voting polls.

    At any special meeting of shareholders, only such business
may be transacted which is related to the purpose or purposes set
forth in the notice of such meeting.

    At any annual meeting of shareholders, only such business
(other than the nomination or election of directors) shall be
<PAGE>
 
conducted as shall have been brought before the annual meeting (i)
by or at the direction of the chairman of the meeting or (ii) by
any shareholder who is a holder of record at the time of the
giving of the notice provided for in this Section 12, who is or
will be entitled to vote at the meeting and who complies with the
procedures set forth in this Section 12.

    For business (other than the nomination or election of
directors) properly to be brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof
in proper written form to the Secretary. To be timely, a
shareholder's notice must be addressed to the Secretary and
delivered to or mailed and received at the principal executive
offices of the Corporation not less than 60 days nor more than 90
days prior to the anniversary date of the immediately preceding
annual meeting; provided, however, that in the event that the date 
of the annual meeting is more than 30 days earlier or more than 60
days later than such anniversary date, notice by the shareholder
to be timely must be so delivered or received not earlier than the
90th day prior to such annual meeting and not later than the close
of business on the later of the 60th day prior to such annual
meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made. To be in
proper written form, a shareholder's notice to the Secretary shall
set forth in writing as to each matter the shareholder 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 shareholder proposing such business; (iii) the class and
number of shares of the Corporation which are beneficially owned
by the shareholder; (iv) a representation that the shareholder is
or will be entitled to vote at such annual meeting and intends to
appear in person (or send a qualified representative) or by proxy
to present such proposal at the meeting; and (v) any material
interest of the shareholder in such business. The foregoing notice
requirements shall be deemed satisfied by a shareholder if the
shareholder has notified the Corporation of his or her intention
to present a proposal at an annual meeting and such shareholder's
proposal has been included in a proxy statement that has been
prepared by management of the Corporation to solicit proxies for
such annual meeting; provided, however, that if such shareholder
does not appear in person (or send a qualified representative) or
by proxy to present such proposal at such annual meeting, the
Corporation need not present such proposal for a vote at such
meeting, notwithstanding that proxies in respect of such vote may
have been received by the Corporation. Notwithstanding anything in
the By-Laws to the contrary, no business shall be conducted at any
annual meeting except in accordance with the procedures set forth
in this Section 12. The chairman of an annual meeting shall, if
the facts warrant, determine that business was not properly
brought before the annual meeting in accordance with the
provisions of this Section 12 and, if he should so determine, he
shall so declare to the annual meeting and any such business not
properly brought before the annual meeting shall not be transacted
and any proposal contemplated by such business shall be void.

                            
                           ARTICLE II 
<PAGE>
 
                        BOARD OF DIRECTORS 


Section 1 - Power of Board and Qualification of Directors.

    The business of the Corporation shall be managed under the
direction of its Board of Directors, each of whom shall be at
least twenty-one years of age.  

Section 2 - Number of Directors.* 

    At the annual meeting of shareholders, the shareholders shall
elect thirteen directors. 

Section 3 - Election, Term and Qualifications of Directors. 

    At each annual meeting of shareholders, Directors shall be
elected to hold office until the next annual meeting and until
their successors have been elected and qualified.  No person shall
be eligible for election or reelection to the Board of Directors
after reaching seventy years of age, or in the case of a retired
Chairman of the Board of Directors or a retired President of the
Corporation, after reaching sixty-seven years of age.  The term of
any Director who is also an Officer of the Corporation or any
subsidiary of the Corporation, other than the Chairman of the
Board or the President of the Corporation, shall end on the date
of termination from active employment and such officer shall
thereafter be ineligible for reelection to the Board of Directors. 

Section 4 - Quorum of the Board: Action by the Board. 

    One-third of the entire Board of Directors shall constitute a
quorum for the transaction of business, and the vote of a majority
of the Directors present at the time of such vote, if a quorum is
then present, shall be the act of the Board. 

Section 5 - Action Without a Meeting. 

    Any action required or permitted to be taken by the Board or
any committee thereof may be taken without a meeting if all
members of the Board or of the committee consent in writing to the
adoption of the resolution authorizing the action.  The resolution
and the written consents thereto by the members of the Board or
committee shall be filed with the minutes of the proceedings of
the Board or committee.  


Section 6 - Participation in Board Meetings by Conference
Telephone. 

    Any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of such Board or
committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the
meeting to hear each other at the same time.  Participation by
such means shall constitute presence in person at a meeting.  

Section 7 - Meetings of the Board. 
<PAGE>
 
    An annual meeting of the Board of Directors shall be held in
each year directly after adjournment of the annual shareholders'
meeting.  Regular meetings of the Board shall be held at such
times as may from time to time be fixed by resolution of the
Board.  Special meetings of the Board may be held at any time upon
the call of the Chairman of the Board of Directors, if such there
be, the President or any two Directors. 

    Meetings of the Board of Directors shall be held at such
place, within or without the State of New York, as from time to
time may be fixed by resolution of the Board for annual and
regular meetings and in the notice of meeting for special
meetings.  If no place is so fixed, meetings of the Board shall be
held at the office of the Corporation in Rochester, New York. 

    No notice need be given of annual or regular meetings of the
Board of Directors. Notice of each special meeting of the Board
shall be given by oral, telegraphic or written notice, duly given
or sent or mailed to each Director not less than one (1) day
before such meeting.  

Section 8 - Resignation. 

    Any Director may resign at any time by giving written notice
to the Chairman of the Board of Directors, if such there be, to
the President or to the Secretary. Such resignation shall take
effect at the time specified in such written notice, or if no time
be specified, then on delivery.  Unless otherwise specified in the
written notice, the acceptance of such resignation by the Board of
Directors shall not be needed to make it effective.  

Section 9 - Newly Created Directorships and Vacancies. 

    Newly created directorships resulting from an increase in the
number of directors and vacancies occurring in the Board of
Directors may be filled by vote of the Board. If the number of the
directors then in office is less than a quorum, such newly created
directorships and vacancies may be filled by vote of a majority of
the directors then in office.  A director elected to fill a
vacancy shall be elected to hold office for the unexpired term of
such director's predecessor.

Section 10 - Executive and Other Committees of Directors.*

    The Board of Directors, by resolution, adopted by a majority
of the entire Board, shall designate from among its members an
Executive Committee consisting of three or more Directors, a
majority of whom are outside directors.

    The Executive Committee shall have all the authority of the
Board, except that it shall not have authority as to the following
matters:

    (1)  The submission to shareholders of any action that needs
         shareholders' approval;

    (2)  The filling of vacancies in the Board or in any committee;

    (3)  The amendment or repeal of the By-Laws, or the adoption of
         new By-Laws;
<PAGE>
 
    (4)  The amendment or repeal of any resolution of the Board
         which, by its terms, shall not be so amendable or repealable;

    (5)  The fixing of compensation of the directors for serving on
         the Board or on any Committee;

    (6)  The fixing or amendment of the compensation, benefits and
         perquisites of the chief executive officer.

    The Board of Directors, by resolution by a majority of the
entire Board, may designate from among its members an Audit
Committee consisting of three or more outside directors.  The
Audit Committee shall, among other things, review the scope of
audit activities, review with management significant issues
concerning litigation, contingencies or other material matters
which may result in either potential liability of the Company or
significant exposure to the Company, review significant matters of
corporate ethics, review security methods and procedures, review
the financial reports and notes, and make reports and
recommendations with respect to audit activities, findings, and
reports of the independent public accountants and the internal
audit staff of the Company.

    The Board of Directors, by resolution adopted by a majority
of the entire Board, may designate from among its members a
Committee on Directors consisting of three or more outside
directors.  The Committee on Directors shall, among other things,
review performance of incumbent directors, act as a nominating
committee, and consider and report to the entire Board of
Directors on all matters relating to the selection, qualification,
compensation and duties of the members of the Board of Directors
and any committees of the Board of Directors.

    The Board of Directors, by resolution adopted by a majority
of the entire Board, may designate from among its members a
Committee on Management consisting of three or more outside
directors.  The Committee on Management shall, among other things,
fix or amend the compensation, benefits and perquisites of all
executive officers of the Company and recommend such for the chief
executive officer, select and administer executive compensation
plans and employee benefit plans which have Company stock as an
investment option, review succession planning for the Company and
review with management significant human resources issues.  The
compensation, benefits and perquisites of the chief executive
officer shall be set by the outside directors of the full Board
upon the recommendation of the Committee on Management.

    The Board of Directors, by resolution adopted by a majority
of the entire Board, may designate from among its members other
committees each consisting of three or more directors.

    Unless a greater proportion is required by the resolution
designating a committee of the Board of Directors, a quorum for
the transaction of business of a committee shall consist of (a) a
majority of the entire authorized number of members of the 
Executive Committee or (b) one-third of the entire authorized
number of members of any other committee of the Board of
Directors, but in no event fewer than two persons.  The vote of a
majority of the members of a committee present at the time of the
<PAGE>
 
vote concerning the transaction of business of that committee or
of any specified item of business of that committee if a quorum is
present at such time, shall be the act of such committee.

    Any committee may fix the time and place of holding its
regular meetings and, if so fixed, no notice of such regular
meeting shall be necessary.  Special meetings of any committee may
be called at any time by the Chairman of the Board of Directors,
if such there be, by the chief executive officer, by the
President, by the Chairperson of that committee, or by any two
members of that committee.  Notice of each special meeting of any
committee shall be given by oral, telegraphic or written notice,
including notice via facsimile machine, duly given or sent or
mailed to each member of that committee not less than one day
before such meeting.

Section 11 - Compensation of Directors. 

    The Board of Directors shall have authority to fix the
compensation of directors for services in any capacity.  

Section 12 - Indemnification.* 

(a)  Generally. 

    To the full extent authorized or permitted by law, the
Corporation shall indemnify any person ("indemnified Person")
made, or threatened to be made, a party to any action or
proceeding, whether civil, at law, in equity, criminal,
administrative, investigative or otherwise, including any action 
by or in the right of the Corporation, by reason of the fact that
he, his testator or intestate, ("Responsible Person"), whether
before or after adoption of this Section 12, (1) is or was a
director or officer of the Corporation, or (2), if a director or
officer of the Corporation, is serving or served, in any capacity,
at the request of the Corporation, any other corporation, or any
partnership, joint venture, trust, employee benefit plan or other
enterprise, or (3), if not a director or officer of the
Corporation, is serving or served, at the request of the 
Corporation, as a director or officer of any other corporation or
any partnership, joint venture, trust, employee benefit plan or
other enterprise, against all judgments, fines, penalties, amounts
paid in settlement (provided the Corporation shall have given its
prior consent to such settlement, which consent shall not be
unreasonably withheld by it) and reasonable expenses, including
attorneys' fees, incurred by such Indemnified Person with respect
to any such threatened or actual action or proceeding, and any
appeal therein, provided only that (x) acts of the Responsible
Person which were material to the cause of action so adjudicated
or otherwise disposed of were not (i) committed in bad faith or
(ii) were not the result of active and deliberate dishonesty, and
(y) the Responsible Person did not personally gain in fact a
financial profit or other advantage to which he was not legally
entitled.  

(b)  Advancement of Expenses. 

    All expenses reasonably incurred by an Indemnified Person in
connection with a threatened or actual action or proceeding with 
<PAGE>
 
respect to which such person is or may be entitled to
indemnification under this Section 12 shall be advanced or
promptly reimbursed by the Corporation to him in advance of the
final disposition of such action or proceeding, upon receipt of an
undertaking by him or on his behalf to repay the amount of such
advances, if any, as to which he is ultimately found not to be
entitled to indemnification or, where indemnification is granted,
to the extent such advances exceed the indemnification to which he
is entitled.  Such person shall cooperate in good faith with any
request by the Corporation that common counsel be used by the
parties to an action or proceeding who are similarly situated
unless to do so would be inappropriate due to an actual or
potential conflict of interest.  

(c)  Procedure for Indemnification. 

    (1) Not later than thirty (30) days following final
disposition of an action or proceeding with respect to which the
Corporation has received written request by an Indemnified Person
for indemnification pursuant to this Section 12, if such
indemnification has not been ordered by a court, the Board of
Directors shall meet and find whether the Responsible Person met
the standard of conduct set forth in paragraph (a) of this Section
12, and, if it finds that he did, or to the extent it so finds,
shall authorize such indemnification.  

    (2) Such standard shall be found to have been met unless (a)
a judgment or other final adjudication adverse to the Indemnified
Person establishes that subparagraphs (x) or (y) of paragraph (a)
of this Section 12 were violated, or (b) if the action or
proceeding was disposed of other than by judgment or other final
adjudication, the Board finds in good faith that, if it had been
disposed of by judgment or other final adjudication, such judgment
or other final adjudication would have been adverse to the
Indemnified Person and would have established a violation of
subparagraphs (x) or (y) of paragraph (a) of this Section 12. 

    (3) If indemnification is denied, in whole or part, because
of an adverse finding by the Board in the absence of a judgment or
other final adjudication, or because the Board believes the
expenses for which indemnification is requested to be
unreasonable, such action by the Board shall in no way affect the
right of the Indemnified Person to make application therefor in
any court having jurisdiction thereof, and in such action or
proceeding the issue shall be whether the Responsible Person met
the standard of conduct set forth in paragraph (a) of this Section
12, or whether the expenses were reasonable, as the case may be
(not whether the finding of the Board with respect thereto was
correct) and the determination of such issue shall not be affected
by the Board's finding.  If the judgment or other final
adjudication in such action or proceeding establishes that the
Responsible Person met the standard set forth in paragraph (a) of
this Section 12, or that the disallowed expenses were reasonable,
or to the extent that it does, the Board shall then find such
standard to have been met or the expenses to be reasonable, and
shall grant such indemnification, and shall also grant to the
Indemnified Person indemnification of the expenses incurred by him
in connection with the action or proceeding resulting in the
judgment or other final adjudication that such standard of conduct
was met, or if pursuant to such court determination such person is
<PAGE>
 
entitled to less than the full amount of indemnification denied by
the Corporation, the portion of such expenses proportionate to the
amount of such indemnification so awarded.  

    (4) A finding by the Board pursuant to this paragraph (c)
that the standard of conduct set forth in paragraph (a) of this
Section 12 has been met shall mean a finding of the Board or
shareholders as provided by law.  

(d) Contractual Article. 

    This Section 12 shall be deemed to constitute a contract
between the Corporation and each person who is a Responsible
Person at any time while this Section 12 is in effect.  No repeal
or amendment of this Section 12, insofar as it reduces the extent
of the indemnification of any person who could be a Responsible
Person shall without his written consent be effective as to such
person with respect to any event, act or omission occurring or
allegedly occurring prior to (1) the date of such repeal or
amendment if on that date he is not serving in any capacity for
which he could be a Responsible Person, or (2) the thirtieth
(30th) day following delivery to him of written notice of such
repeal or amendment as to any capacity in which he is serving on
the date of such repeal or amendment, other than as a director or
officer of the Corporation, for which he could be a Responsible
Person, or (3) the later of the thirtieth (30th) day following
delivery to him of such notice or the end of the term of office
(for whatever reason) he is serving as director or officer of the
Corporation when such repeal or amendment is adopted, with respect
to being a Responsible Person in that capacity.  No amendment of
the Business Corporation Law shall, insofar as it reduces the
permissible extent of the right of indemnification of a
Responsible Person under this Section 12, be effective as to such
person with respect to any event, act or omission occurring or
allegedly occurring prior to the effective date of such amendment
irrespective of the date of any claim or legal action in respect
thereto.  This Section 12 shall be binding on any successor to the
Corporation, including any corporation or other entity which
acquires all or substantially all of the Corporation's assets.  

(e)  Non-exclusivity. 

    The indemnification provided by this Section 12 shall not be
deemed exclusive of any other rights to which any person covered
hereby may be entitled other than pursuant to this Section 12. The
Corporation is authorized to enter into agreements with any such
person or persons providing them rights to indemnification or
advancement of expenses in addition to the provisions therefor in
this Section 12 to the full extent permitted by law. 

 Section 13 - Notification of Nominations.*

    Subject to the rights of the holders of any class or series
of stock having a preference over the Common Stock as to dividends
or upon liquidation, nominations for the election of Directors may
be made by the Board of Directors or by any shareholder who is a
shareholder of record at the time of the giving of the notice of
nomination provided for in this Section 13 and who is entitled to
vote for the election of Directors. Any shareholder of record who
is or will be entitled to vote for the election of Directors at a
<PAGE>
 
meeting may nominate persons for election as Directors only if
timely written notice of such shareholder's intent to make such
nomination is given to the Secretary. To be timely, a
shareholder's notice must be addressed to the Secretary and
delivered to or mailed and received at the principal executive
offices of the Corporation (i) with respect to an election to be
held at an annual meeting of shareholders, not less than 60 days
nor more than 90 days prior to the anniversary date of the
immediately preceding annual meeting; provided, however, that in
the event that the date of the annual meeting is more than 30 days
earlier or more than 60 days later than such anniversary date,
notice by the shareholder to be timely must be so delivered or
received not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of
the 60th day prior to such annual meeting or the 10th day
following the day on which public announcement of the date of such
meeting is first made and (ii) with respect to an election to be
held at a special meeting of shareholders for the election of
Directors, not earlier than the 90th day prior to such special
meeting and not later than the close of business on the later of
the 60th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of
the date of the special meeting and of the nominees to be elected
at such meeting. Each such notice shall set forth: (a) the name
and address, as they appear on the Corporation's books, of the
shareholder who intends to make the nomination, and the name and
address of the person or persons to be nominated; (b) the class
and number of shares of the Corporation which are beneficially
owned by the shareholder: (c) a representation that the
shareholder is or will be entitled to vote at the meeting and
intends to appear in person (or send a qualified representative)
or by proxy at the meeting to nominate the person or persons
specified in the notice; (d) a description of all arrangements or
understandings between the shareholder and such nominee and any
other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the
shareholder; (e) such other information regarding each nominee
proposed by such shareholder as would have been required to be
included in a proxy statement filed pursuant to the proxy rules of
the Securities and Exchange Commission had each nominee been
nominated, or intended to be nominated, by the Board of Directors;
and (f) the consent of each nominee to serve as a Director of the
Corporation if so elected. The chairman of the meeting may refuse 
to acknowledge the nomination of any person not made after
compliance with the foregoing procedure. Only such persons who are
nominated in accordance with the procedures set forth in this
Section 13 shall be eligible to serve as Directors of the
Corporation and any purported nomination or purported election not
made in accordance with the procedures set forth in this Section
13 shall be void.



                            ARTICLE III 


                             OFFICERS 
<PAGE>
 
Section 1 - Officers. 

    The Board of Directors, as soon as may be practicable after
the annual election of directors, may elect a Chairman of the
Board of Directors and shall elect a President, one or more Vice
Presidents (one or more of whom may be designated Executive Vice
President), a Secretary and a Treasurer, and such other officers
as it may determine.  Any two or more offices may be held by the
same person, except the office of President and Secretary. 

Section 2 - Term of Office and Removal. 

    Each officer shall hold office for the term for which each
officer is elected or appointed, and until a successor has been
elected or appointed and qualified.  

Section 3 - Powers and Duties. 

    The officers of the Corporation shall each have such powers
and authority and perform such duties in the management of the
Corporation as set forth in these By-Laws and as from time to time
prescribed by the Board of Directors. To the extent not set forth
in these By-Laws or so prescribed by the Board of Directors, they
shall each have such powers and authority and perform such duties
in the management of the Corporation, subject to the control of
the Board, as generally pertain to their respective offices.

    In addition to the powers and authority above, each officer
has the powers and duties set out below.  

    (a)  Chairman of the Board of Directors 

    The Chairman of the Board of Directors, if such there be,
    shall preside at all meetings of the Board. The Chairman of
    the Board of Directors may be the chief executive officer of
    the Corporation, and if so designated, may preside at all
    meetings of shareholders.  

    (b)  President 

    The President shall be the chief operating officer and shall
    have responsibility for the general management of the
    business of the Corporation, subject only to the supervision
    of the Board of Directors, the Executive Committee and the
    Chairman of the Board of Directors, as chief executive
    officer, if such there be.  If there is no Chairman of the
    Board of Directors or if the Chairman of the Board of
    Directors is not the chief executive officer, then the
    President shall be the chief executive officer of the
    Corporation. The President may preside at all meetings of
    shareholders, when present, and at meetings of the Board of
    Directors in the absence of the Chairman of the Board, if
    such there be.  

    (c)  Executive Vice President 

    The Executive Vice President or the Executive Vice
    Presidents, if such there be, shall assist the President in
    the management of the Corporation and, as may be designated
    by the Board of Directors, in the event of the death,
<PAGE>
 
    resignation, removal, disability or absence of the President,
    an Executive Vice President shall possess the powers and
    perform the duties of the President for the  period of such
    disability or absence or until the Board of Directors elects
    a President. 

    (d)  Vice President 

    Each Vice President shall assist the President in the
    management of the Corporation and, in the absence or
    incapacity of the President and Executive Vice Presidents,
    and in order as fixed by the Board, possess the powers and
    perform the duties of the President for the period of such
    absence or incapacity, and shall possess such other powers
    and perform such other duties as the Board of Directors may
    prescribe. 

    (e)  Secretary 

    The Secretary shall issue notices of all meetings of
    shareholders and directors where notices of such meetings are
    required by law or these By-Laws, and shall keep the minutes
    of such meetings.  The Secretary shall sign such instruments
    and attest such documents as require signature or attestation
    and affix the corporate seal thereto where appropriate and
    shall possess such other powers and perform such other duties
    as usually pertain to the office or as the Board of Directors
    may prescribe.  

    (f)  Treasurer 

    The Treasurer shall have general charge of, and be
    responsible for, the fiscal affairs of the Corporation and
    shall sign all instruments and documents as require such
    signature, and shall possess such other powers and perform
    such other duties as usually pertain to the office or as the
    Board of Directors may prescribe.  

    (g)  Assistant Officers 

    Any Assistant Officer elected by the Board of Directors shall
    assist the designated officer and shall possess that
    officer's powers and perform that officer's duties as
    designated by that officer, and shall possess such other
    powers and perform such other duties as the Board of
    Directors may prescribe.  

Section 4 - Records. 

    The Corporation shall keep (a) correct and complete books and
records of account; (b) minutes of the proceedings of the
shareholders, Board of Directors and any committees of the Board;
and (c) a current list of the directors and officers and their
residence addresses. 

    The Corporation shall also keep at its office in the State of
New York or at the office of its transfer agent or registrar in
the State of New York, if any, a record containing the names and
addresses of all shareholders, the number and class of shares held
by each and the dates when they respectively became the owners of
<PAGE>
 
record thereof.  

Section 5 - Checks and Similar Instruments. 

    All checks and drafts on the Corporation's bank accounts and
all bills of exchange and promissory notes and all acceptances,
obligations and other instruments, for the payment of money, shall
be signed by facsimile or otherwise on behalf of the Corporation
by such officer or officers or agent or agents as shall be
thereunto authorized from time to time by the Board of Directors. 

Section 6 - Voting Shares Held by the Corporation. 

    Either the President or the Secretary may vote shares of
stock held by the Corporation in other corporations and may
execute proxies for and on behalf of the Corporation for such
purpose.  




                            ARTICLE IV 

     SHARE CERTIFICATES AND LOSS THEREOF - TRANSFER OF SHARES 



Section 1 - Form of Share Certificate. 

    The shares of the Corporation shall be represented by
certificates, in such forms as the Board of Directors may from
time to time prescribe, signed by the Chairman of the Board if 
such there be, or the President or a Vice President, and the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and may be sealed with the seal of the
Corporation or a facsimile thereof. The signatures of the officers
upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar
other than the Corporation or its employee. In case any officer
who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with
the same effect as if such person were such officer at the date of
issue.  

Section 2 - Lost, Stolen or Destroyed Share Certificates. 

    No certificate or certificates for shares of the Corporation
shall be issued in place of any certificate alleged to have been
lost, stolen or destroyed, except upon production of such evidence
of the loss, theft or destruction, and upon such indemnification
and payment of costs of the Corporation and its agents to such
extent and in such manner as the Board of Directors may from time
to time prescribe. The Board of Directors, in its discretion, and
as a condition precedent to the issuance of any new certificate,
may require the owner of any certificate alleged to have been
lost, stolen or destroyed to furnish the Corporation with a bond,
in such sum and with such surety or sureties as it may direct, as
indemnity against any claim that may be made against the
Corporation in respect of such lost, stolen or destroyed
<PAGE>
 
certificate.  

Section 3 - Transfer of Shares. 

    Shares of the Corporation shall be transferable on the books
of the Corporation by the registered holder thereof in person or
by the registered holder's duly authorized attorney, by delivery
for cancellation of a certificate or certificates for the same
number of shares, with proper endorsement consisting of either a
written assignment of the certificate or a power of attorney to
sell, assign or transfer the same or the shares represented
thereby, signed by the person appearing by the certificate to be
the owner of the shares represented thereby, either written
thereon or attached thereto, with such proof of the authenticity
of the signature as the Corporation or its agents may reasonably
require.  Such endorsement may be either in blank or to a
specified person, and shall have affixed thereto all stock
transfer stamps required by law.  

    *Except as otherwise provided by law, not more than twenty
percent of the aggregate number of shares of stock of the
Corporation outstanding in any class or series shall at any time
be owned of record or beneficially or voted by or for the account
of aliens (as defined below). Shares of stock shall not be
transferable on the books of the Corporation to any alien if, as a
result of such transfer, the aggregate number of shares of stock
in any class or series owned by or for the account of aliens shall
be twenty percent or more of the number of shares of stock then
outstanding in such class or series. The Board of Directors may
make such rules and regulations as it shall deem necessary or
appropriate so that accurate records may be kept of the shares of
stock of the Corporation owned of record or beneficially or voted
by or for the account of aliens or to otherwise enforce the
provisions of this Section 3.

    As used in this Section 3, the word "alien" shall mean the
following and their representatives: any individual not a citizen
of the United States of America; a partnership, unless a majority
of the partners are non-aliens and a majority interest in the
partnership profits is held by nonaliens; a foreign government; a
corporation, joint-stock company or association organized under
the laws of a foreign country; any other corporation of which any
officer or more than one-fourth of the directors are aliens, or of
which more than one-fourth of any class or series of stock is
owned of record or voted by or for the account of aliens; and any
other corporation, joint-stock company or association controlled
directly or indirectly by one or more of the above.



                             ARTICLE V 

                           OTHER MATTERS 



Section 1 - Corporate Seal. 

    The corporate seal shall have inscribed thereon the name of
the Corporation and such other appropriate legend as the Board of
<PAGE>
 
Directors may from time to time determine.  In lieu of the
corporate seal, when so authorized by the Board, a facsimile
thereof may be affixed or impressed or reproduced in any other
manner.  


Section 2 - Amendments. 

    By-Laws of the Corporation may be amended, repealed or
adopted by vote of the holders of the shares at the time entitled
to vote in the election of any directors.  By-Laws may also be
amended, repealed, or adopted by the Board of Directors, but any
By-Law adopted by the Board may be amended or repealed by the
shareholders entitled to vote thereon as hereinabove provided.  

    If any By-Law regulating an impending election of directors
is adopted, amended or repealed by the Board of Directors, there
shall be set forth in the notice of the next meeting of
shareholders for the election of directors the By-Law so adopted,
amended or repealed, together with a concise statement of the
changes made.