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EXHIBIT 3.2

                                     BYLAWS
                                       OF
                                    SBE, INC.


                                       I.

                                     OFFICES

     SECTION 1.     REGISTERED OFFICE.  The registered office of the corporation
in  the  State  of  Delaware  will  be  in the City of Wilmington, County of New
Castle.

     SECTION 2.     OTHER OFFICES.  The  corporation will also have and maintain
an  office  or  principal place of business at such place as may be fixed by the
Board  of Directors, and may also have offices at such other places, both within
and  without  the  State  of Delaware as the Board of Directors may from time to
time determine or the business of the corporation may require.

                                       II.

                                 CORPORATE SEAL

     SECTION 3.     CORPORATE SEAL.  The  corporate  seal  will consist of a die
bearing  the  name  of  the  corporation  and  the inscription, "Corporate Seal-
Delaware."  Said  seal  may  be  used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                      III.

                             STOCKHOLDERS' MEETINGS

     SECTION 4.     PLACE OF MEETINGS.  Meetings  of  the  stockholders  of  the
corporation  will  be  held at such place, either within or without the State of
Delaware,  as may be designated from time to time by the Board of Directors, or,
if  not  so  designated,  then  at  the office of the corporation required to be
maintained pursuant to Section 2 hereof.

     SECTION 5.     ANNUAL MEETINGS.

          (a)     The annual meeting of the stockholders of the corporation, for
the purpose of election of directors and for such other business as may lawfully
come before it, will be held on such date and at such time as may be designated
from time to time by the Board of Directors. Nominations of persons for election
to the Board of Directors of the corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of stockholders:
(1) pursuant to the corporation's notice of meeting of stockholders; (2) by or
at the direction of the Board of Directors; or (3) by any stockholder of the
corporation who was a stockholder of record at the time of giving of notice
provided for in the following paragraph, who is entitled to vote at the meeting
and who complied with the notice procedures set forth in Section 5.

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          (b)     At an annual meeting of the stockholders, only such business
will be conducted as will have been properly brought before the meeting.  For
nominations or other business to be properly brought before an annual meeting by
a stockholder pursuant to clause (3) of Section 5(a) of these Bylaws, (1) the
stockholder must have given timely notice thereof in writing to the Secretary of
the corporation, (2) such other business must be a proper matter for stockholder
action under the Delaware General Corporation Law, (3) if the stockholder, or
the beneficial owner on whose behalf any such proposal or nomination is made,
has provided the corporation with a Solicitation Notice (as defined in this
Section 5(b)), such stockholder or beneficial owner must, in the case of a
proposal, have delivered a proxy statement and form of proxy to holders of at
least the percentage of the corporation's voting shares required under
applicable law to carry any such proposal, or, in the case of a nomination or
nominations, have delivered a proxy statement and form of proxy to holders of a
percentage of the corporation's voting shares reasonably believed by such
stockholder or beneficial owner to be sufficient to elect the nominee or
nominees proposed to be nominated by such stockholder, and must, in either case,
have included in such materials the Solicitation Notice, and (4) if no
Solicitation Notice relating thereto has been timely provided pursuant to this
section, the stockholder or beneficial owner proposing such business or
nomination must not have solicited a number of proxies sufficient to have
required the delivery of such a Solicitation Notice under this Section 5.  To be
timely, a stockholder's notice must be delivered to the Secretary at the
principal executive offices of the corporation not later than the close of
business on the ninetieth (90th) day nor earlier than the close of business on
the one hundred twentieth (120th) day prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is advanced by more than thirty (30) days prior to,
or delayed by more than thirty (30) days after, the anniversary of the preceding
year's annual meeting, notice by the stockholder to be timely must be delivered
not earlier than the close of business on the one hundred twentieth (120th) day
prior to such annual meeting and not later than the close of business on the
later of the ninetieth (90th) day prior to such annual meeting or the tenth
(10th) day following the day on which public announcement of the date of such
meeting is first made.  In no event will public announcement of an adjournment
of an annual meeting commence a new time period for the giving of a
stockholder's notice as described above.  Such stockholder's notice shall set
forth:  (1) as to each person whom the stockholder proposed to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "1934 Act") and Rule 14a-11 thereunder (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (2) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; and (3) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (A) the name and address of such
stockholder, as they appear on the corporation's books, and of such beneficial
owner, (B) the class and number of shares of the corporation which are owned
beneficially and of record by such stockholder and such beneficial owner, and
(C) whether either such stockholder or beneficial owner intends to deliver a
proxy statement and form of proxy to holders of, in the case of the proposal, at
least the percentage of the corporation's voting shares required under
applicable law to carry the proposal or, in the case of a nomination or

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nominations, a sufficient number of holders of the corporation's voting shares
to elect such nominee or nominees (an affirmative statement of such intent, a
"Solicitation Notice").

          (c)     Notwithstanding anything in the second sentence of Section
5(b) of these Bylaws to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the corporation is increased and
there is no public announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made by the corporation
at least one hundred (100) days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this Section 5 shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the corporation not later than the close of
business on the tenth (10th) day following the day on which such public
announcement is first made by the corporation.

          (d)     Only such persons who are nominated in accordance with the
procedures set forth in this Section 5 shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 5.  Except as otherwise provided by law, the Chairman of the
meeting shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made, or proposed, as the
case may be, in accordance with the procedures set forth in these Bylaws and, if
any proposed nomination or business is not in compliance with these Bylaws, to
declare that such defective proposal or nomination shall not be presented for
stockholder action at the meeting and shall be disregarded.

          (e)     Notwithstanding the foregoing provisions of this Section 5, in
order to include information with respect to a stockholder proposal in the proxy
statement and form of proxy for a stockholders' meeting, stockholders must
provide notice as required by the regulations promulgated under the 1934 Act.

          (f)     For purposes of this Section 5, "public announcement" will
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the 1934 Act.

     SECTION 6.     SPECIAL MEETINGS.

          (a)     Special meetings of the stockholders of the corporation may be
called, for any purpose or purposes, by (1) the Chairman of the Board of
Directors, (2) the Chief Executive Officer, (3) the Board of Directors pursuant
to a resolution adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board of
Directors for adoption) or (4) by the holders of shares entitled to cast not
less than a majority of the votes at the meeting, and will be held at such
place, on such date, and at such time as the Board of Directors, will fix.

          (b)     If a special meeting is properly called by any person or
persons other than the Board of Directors, the request will be in writing,
specifying the general nature of the business proposed to be transacted, and
will be delivered personally or sent by registered mail or by telegraphic or

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other facsimile transmission to the Chairman of the Board of Directors, the
Chief Executive Officer, or the Secretary of the corporation.  No business may
be transacted at such special meeting otherwise than specified in such notice.
The Board of Directors will determine the time and place of such special
meeting, which will be held not less than thirty-five (35) nor more than one
hundred twenty (120) days after the date of the receipt of the request.  Upon
determination of the time and place of the meeting, the officer receiving the
request will cause notice to be given to the stockholders entitled to vote, in
accordance with the provisions of Section 7 of these Bylaws.  If the notice is
not given within one hundred (100) days after the receipt of the request, the
person or persons properly requesting the meeting may set the time and place of
the meeting and give the notice.  Nothing contained in this paragraph (b) will
be construed as limiting, fixing, or affecting the time when a meeting of
stockholders called by action of the Board of Directors may be held.

          (c)     Nominations of persons for election to the Board of Directors
may be made at a special meeting of stockholders at which directors are to be
elected pursuant to the corporation's notice of meeting (1) by or at the
direction of the Board of Directors or (2) by any stockholder of the corporation
who is a stockholder of record at the time of giving notice provided for in
these Bylaws who shall be entitled to vote at the meeting and who complies with
the notice procedures set forth in this Section 6(c).  In the event the
corporation calls a special meeting of stockholders for the purpose of electing
one or more directors to the Board of Directors, any such stockholder may
nominate a person or persons (as the case may be), for election to such
position(s) as specified in the corporation's notice of meeting, if the
stockholder's notice required by Section 5(b) of these Bylaws shall be delivered
to the Secretary at the principal executive offices of the corporation not
earlier than the close of business on the one hundred twentieth (120th) day
prior to such special meeting and not later than the close of business on the
later of the ninetieth (90th) day prior to such meeting or the tenth (10th) day
following the day on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting.  In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for the giving of a
stockholder's notice as described above.

     SECTION 7.     NOTICE OF MEETINGS.  Except as otherwise provided by law or
the Certificate of Incorporation, written notice of each meeting of 
stockholders will be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting to each stockholder entitled to vote at such
meeting, such notice to specify the place, date and hour and purpose or 
purposes of the meeting.  Notice of the time, place and purpose of any meeting
of stockholders may be waived in writing, signed by the person entitled to 
notice thereof, either before or after such meeting, and will be waived by any
stockholder by his attendance thereat in person or by proxy, except when the 
stockholder attends a 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.  Any stockholder so waiving notice
of such meeting will be bound by the proceedings of any such meeting in all 
respects as if due notice thereof had been given.

     SECTION 8.     QUORUM.  At all meetings of stockholders, except where 
otherwise provided by statute or by the Certificate of Incorporation, or by 
these Bylaws, the presence, in person or by proxy duly authorized, of the 
holders of a majority of the outstanding shares of stock entitled to vote will
constitute a quorum for the transaction of business.  In the absence of a 
quorum, any meeting of stockholders may be adjourned, from time to time, either
by the chairman of the meeting or by vote of the holders of a majority of the 

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shares represented thereat, but no other business will be transacted at such 
meeting.  The stockholders present at a duly called or convened 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.  Except as otherwise provided by statute, the Certificate of 
Incorporation or these Bylaws, in all matters other than the election of 
directors, the affirmative vote of the majority of shares present in person or 
represented by proxy at the meeting and entitled to vote on the subject matter 
shall be the act of the stockholders.  Except as otherwise provided by statute,
the Certificate of Incorporation or these Bylaws, directors will be elected by 
a plurality of the votes of the shares present in person or represented by 
proxy at the meeting and entitled to vote on the election of directors.  Where 
a separate vote by a class or classes or series is required, except where 
otherwise provided by the statute or by the Certificate of Incorporation or 
these Bylaws, a majority of the outstanding shares of such class or classes or 
series, present in person or represented by proxy, will constitute a quorum 
entitled to take action with respect to that vote on that matter and, except 
where otherwise provided by the statute or by the Certificate of Incorporation 
or these Bylaws, the affirmative vote of the majority (plurality, in the case 
of the election of directors) of the votes cast, including abstentions, by the 
holders of shares of such class or classes or series will be the act of such 
class or classes or series.

     SECTION 9.     ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS.  Any meeting 
of stockholders, whether annual or special, may be adjourned from time to time 
either by the chairman of the meeting or by the vote of a majority of the shares
casting votes, excluding abstentions.  When a meeting is adjourned to another 
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken.  
At the adjourned meeting, the corporation may transact any business which might 
have been transacted at the original meeting.  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 will be given to each
stockholder of record entitled to vote at the meeting.

     SECTION 10.     VOTING RIGHTS.  For the purpose of determining those 
stockholders entitled to vote at any meeting of the stockholders, except as 
otherwise provided by law, only persons in whose names shares stand on the stock
records of the corporation on the record date, as provided in Section 12 of 
these Bylaws, will be entitled to vote at any meeting of stockholders.  Every 
person entitled to vote will have the right to do so either in person or by an 
agent or agents authorized by a proxy granted in accordance with Delaware law.  
An agent so appointed need not be a stockholder.  No proxy will be voted after 
three (3) years from its date of creation unless the proxy provides for a longer
period.

     SECTION 11.     JOINT OWNERS OF STOCK.  If shares or other securities 
having voting power stand of record in the names of two (2) or more persons, 
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety, or otherwise, or if two (2) or more persons have the 
same fiduciary relationship respecting the same shares, unless the Secretary is 
given written notice to the contrary and is furnished with a copy of the 
instrument or order appointing them or creating the relationship wherein it is 
so provided, their acts with respect to voting will have the following effect:  
(a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, 
the act of the majority so voting binds all; (c) if more than one (1) votes, but
the vote is evenly split on any particular matter, each faction may vote the 
securities in question proportionally, or may apply to the Delaware Court of 
Chancery for relief as provided in the Delaware General Corporation Law, Section

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217(b).  If the instrument filed with the Secretary shows that any such tenancy 
is held in unequal interests, a majority or even-split for the purpose of
subsection (c) will be a majority or even-split in interest.

     SECTION 12.     LIST OF STOCKHOLDERS. The Secretary will prepare and make, 
at least ten (10) days before every meeting of stockholders, a complete list of 
the stockholders entitled to vote at said meeting, arranged in alphabetical 
order, showing the address of each stockholder and the number of shares 
registered in the name of each stockholder.  Such list will 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 will be specified in the notice of the meeting, or, if not 
specified, at the place where the meeting is to be held.  The list will be 
produced and kept at the time and place of meeting during the whole time, 
thereof and may be inspected by any stockholder who is present.

     SECTION 13.     ACTION WITHOUT MEETING.  No action will be taken by the 
stockholders except at an annual or special meeting of stockholders called in 
accordance with these Bylaws, and no action will be taken by the stockholders 
by written consent.

     SECTION 14.     ORGANIZATION.

          (a)     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, a chairman of the meeting chosen by a majority
in interest of the stockholders entitled to vote, present in person or by proxy,
will act as chairman.  The Secretary, or, in his absence, an Assistant Secretary
directed to do so by the President, will act as secretary of the meeting.

          (b)     The Board of Directors of the corporation will be entitled to
make such rules or regulations for the conduct of meetings of stockholders as it
will deem necessary, appropriate or convenient.  Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting will
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, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to stockholders of
record of the corporation and their duly authorized and constituted proxies and
such other persons as the chairman will permit, restrictions on entry to the
meeting after the time fixed for the commencement thereof, limitations on the
time allotted to questions or comments by participants and regulation of the
opening and closing of the polls for balloting on matters which are to be voted
on by ballot.  Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders will not be required to be
held in accordance with rules of parliamentary procedure.

                                       IV.

                                    DIRECTORS

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     SECTION 15.     NUMBER AND TERM OF OFFICE.  The authorized number of 
directors of the corporation will be fixed in accordance with the Certificate of
Incorporation.  Directors need not be stockholders unless so required by the 
Certificate of Incorporation.  If for any cause, the directors will not have 
been elected at an annual meeting, they may be elected as soon thereafter as 
convenient at a special meeting of the stockholders called for that purpose in 
the manner provided in these Bylaws.

     SECTION 16.     POWERS.  The powers of the corporation will be exercised, 
its business conducted and its property controlled by the Board of Directors, 
except as may be otherwise provided by statute or by the Certificate of 
Incorporation.

     SECTION 17.     CLASSES OF DIRECTORS.  Subject to the rights of the holders
of any series of Preferred Stock to elect additional directors under specified 
circumstances, the directors will be divided into three classes designated as 
Class I, Class II and Class III, respectively. Directors will be assigned to 
each class in accordance with a resolution or resolutions adopted by the Board 
of Directors.  At the first annual meeting of stockholders following the 
adoption and filing of this Certificate of Incorporation, the term of office of 
the Class I directors will expire and Class I directors will be elected for a 
full term of three years.  At the second annual meeting of stockholders 
following the adoption and filing of this Certificate of Incorporation, the term
of office of the Class II directors will expire and Class II directors will be 
elected for a full term of three years.  At the third annual meeting of 
stockholders following the adoption and filing of this Certificate of 
Incorporation, the term of office of the Class III directors will expire and 
Class III directors will be elected for a full term of three years.  At each 
succeeding annual meeting of stockholders, directors will be elected for a full 
term of three years to succeed the directors of the class whose terms expire at 
such annual meeting.  Notwithstanding the foregoing provisions of this Article, 
each director will serve until his or her successor is duly elected and 
qualified or until his or her death, resignation or removal. No decrease in the 
number of directors constituting the Board of Directors will shorten the term of
any incumbent director.

     SECTION 18.     VACANCIES.  Unless otherwise provided in the Certificate of
Incorporation, any vacancies on the Board of Directors resulting from death, 
resignation, disqualification, removal or other causes and any newly created 
directorships resulting from any increase in the number of directors, will 
unless the Board of Directors determines by resolution that any such vacancies 
or newly created directorships will be filled by stockholders, be filled only by
the affirmative vote of a majority of the directors then in office, even though 
less than a quorum of the Board of Directors.  Any director elected in 
accordance with the preceding sentence will hold office for the remainder of the
full term of the director for which the vacancy was created or occurred and 
until such director's successor will have been elected and qualified.  A vacancy
in the Board of Directors will be deemed to exist under this Bylaw in the case 
of the death, removal or resignation of any director.

     SECTION 19.     RESIGNATION.  Any director may resign at any time by 
delivering his written resignation to the Secretary, such resignation to specify
whether it will be effective at a particular time, upon receipt by the Secretary
or at the pleasure of the Board of Directors.  If no such specification is made,
it will be deemed effective at the pleasure of the Board of Directors.  When one
or more directors will resign from the Board of Directors, effective at a future
date, a majority of the directors then in office, including those who have so 

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resigned, will have power to fill such vacancy or vacancies, the vote thereon to
take effect when such resignation or resignations will become effective, and 
each Director so chosen will hold office for the unexpired portion of the term 
of the Director whose place will be vacated and until his successor will have 
been duly elected and qualified.

     SECTION 20.     REMOVAL.  Subject to the rights of the holders of any 
series of Preferred Stock, no director will be removed without cause.  Subject 
to any limitations imposed by law, the Board of Directors or any individual 
director may be removed from office at any time with cause by the affirmative 
vote of the holders of a majority of the voting power of all the then-
outstanding shares of voting stock of the corporation, entitled to vote at an 
election of directors (the "Voting Stock").

     SECTION 21.     MEETINGS.

          (a)     ANNUAL MEETINGS.  The annual meeting of the Board of Directors
will be held immediately before or after the annual meeting of stockholders and
at the place where such meeting is held.  No notice of an annual meeting of the
Board of Directors will be necessary and such meeting will be held for the
purpose of electing officers and transacting such other business as may lawfully
come before it.

          (b)     REGULAR MEETINGS.  Unless otherwise restricted by the
Certificate of Incorporation, regular meetings of the Board of Directors may be
held at any time or date and at any place within or without the State of
Delaware that has been designated by the Board of Directors and publicized among
all directors.  No formal notice will be required for regular meetings of the
Board of Directors.

          (c)     SPECIAL MEETINGS.  Unless otherwise restricted by the
Certificate of Incorporation, special meetings of the Board of Directors may be
held at any time and place within or without the State of Delaware whenever
called by the Chairman of the Board, the President or any two of the directors.

          (d)     TELEPHONE MEETINGS.  Any member of the Board of Directors, or
of any committee thereof, may participate in a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
by such means will constitute presence in person at such meeting.

          (e)     NOTICE OF MEETINGS.  Notice of the time and place of all
special meetings of the Board of Directors will be orally or in writing, by
telephone, including a voice messaging system or other system or technology
designed to record and communicate messages, facsimile, telegraph or telex, or
by electronic mail or other electronic means, during normal business hours, at
least twenty-four (24) hours before the date and time of the meeting, or sent in
writing to each director by first class mail, charges prepaid, at least three
(3) days before the date of the meeting.  Notice of any meeting may be waived in
writing at any time before or after the meeting and will be waived by any
director by attendance thereat, except when the director attends the 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.

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          (f)     WAIVER OF NOTICE.  The transaction of all business at any
meeting of the Board of Directors, or any committee thereof, however called or
noticed, or wherever held, will be as valid as though had at a meeting duly held
after regular call and notice, if a quorum be present and if, either before or
after the meeting, each of the directors not present will sign a written waiver
of notice.  All such waivers will be filed with the corporate records or made a
part of the minutes of the meeting.

     SECTION 22.     QUORUM AND VOTING.

          (a)     Unless the Certificate of Incorporation requires a greater
number and except with respect to indemnification questions arising under
Section 43 hereof, for which a quorum will be one-third of the exact number of
directors fixed from time to time in accordance with the Certificate of
Incorporation, a quorum of the Board of Directors will consist of a majority of
the exact number of directors fixed from time to time by the Board of Directors
in accordance with the Certificate of Incorporation; provided, however, at any
meeting whether a quorum be present or otherwise, a majority of the directors
present may adjourn from time to time until the time fixed for the next regular
meeting of the Board of Directors, without notice other than by announcement at
the meeting.

          (b)     At each meeting of the Board of Directors at which a quorum is
present, all questions and business will be determined by the affirmative vote
of a majority of the directors present, unless a different vote be required by
law, the Certificate of Incorporation or these Bylaws.

     SECTION 23.     ACTION WITHOUT MEETING.  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 of Directors or 
committee, as the case may be, consent thereto in writing, and such writing or 
writings are filed with the minutes of proceedings of the Board of Directors or 
committee.

     SECTION 24.     FEES AND COMPENSATION.  Directors will be entitled to such 
compensation for their services as may be approved by the Board of Directors, 
including, if so approved, by resolution of the Board of Directors, a fixed sum 
and expenses of attendance, if any, for attendance at each regular or special 
meeting of the Board of Directors and at any meeting of a committee of the Board
of Directors.  Nothing herein contained will be construed to preclude any 
director from serving the corporation in any other capacity as an officer, 
agent, employee, or otherwise and receiving compensation therefor.

     SECTION 25.     COMMITTEES.

          (a)     EXECUTIVE COMMITTEE.  The Board of Directors may appoint an
Executive Committee to consist of one (1) or more members of the Board of
Directors.  The Executive Committee, to the extent permitted by law and provided
in the resolution of the Board of Directors will 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 will have

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the power or authority in reference to (1) 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 (2) adopting, amending or repealing any bylaw of the corporation.

          (b)     OTHER COMMITTEES.  The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, from time to time appoint
such other committees as may be permitted by law.  Such other committees
appointed by the Board of Directors will consist of one (1) or more members of
the Board of Directors and will have such powers and perform such duties as may
be prescribed by the resolution or resolutions creating such committees, but in
no event will such committee have the powers denied to the Executive Committee
in these Bylaws.

          (c)     TERM.  Each member of a committee of the Board of Directors
will serve a term on the committee coexistent with such member's term on the
Board of Directors.  The Board of Directors, subject to the provisions of
subsections (a) or (b) of this Bylaw may at any time increase or decrease the
number of members of a committee or terminate the existence of a committee.  The
membership of a committee member will terminate on the date of his death or
voluntary resignation from the committee or from the Board of Directors.  The
Board of Directors may at any time for any reason remove any individual
committee member and the Board of Directors may fill any committee vacancy
created by death, resignation, removal or increase in the number of members of
the committee.  The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee, and, in addition, in the absence or
disqualification of any 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.

          (d)     MEETINGS.  Unless the Board of Directors will otherwise
provide, regular meetings of the Executive Committee or any other committee
appointed pursuant to this Section 25 will be held at such times and places as
are determined by the Board of Directors, or by any such committee, and when
notice thereof has been given to each member of such committee, no further
notice of such regular meetings need be given thereafter.  Special meetings of
any such committee may be held at any place which has been determined from time
to time by such committee, and may be called by any director who is a member of
such committee, upon written notice to the members of such committee of the time
and place of such special meeting given in the manner provided for the giving of
written notice to members of the Board of Directors of the time and place of
special meetings of the Board of Directors.  Notice of any special meeting of
any committee may be waived in writing at any time before or after the meeting
and will be waived by any director by attendance thereat, except when the
director attends such special 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.  A majority of the authorized number
of members of any such committee will constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which a
quorum is present will be the act of such committee.

     SECTION 26.     ORGANIZATION.  At every meeting of the directors, the 
Chairman of the Board of Directors, or, if a Chairman has not been appointed or

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is absent, the President, or if the President is absent, the most senior Vice 
President, or, in the absence of any such officer, a chairman of the meeting 
chosen by a majority of the directors present, will preside over the meeting.  
The Secretary, or in his absence, an assistant secretary directed to do so by 
the President, will act as secretary of the meeting.

                                       V.

                                    OFFICERS

     SECTION 27.     OFFICERS DESIGNATED.  The officers of the corporation will
include, if and when designated by the Board of Directors, the Chairman of the 
Board of Directors, the President, one or more Vice Presidents, the Secretary, 
the Chief Financial Officer, all of whom will be elected at the annual 
organizational meeting of the Board of Directors. The Board of Directors may 
also appoint other officers and agents with such powers and duties as it will 
deem necessary.  The Board of Directors may assign such additional titles to 
one or more of the officers as it will deem appropriate.  The Board of 
Directors may empower the chief executive officer of the corporation to appoint
such officers, other than the Chairman of the Board, President, Secretary or 
Chief Financial Officer, as the business of the corporation may require.  Any 
one person may hold any number of offices of the corporation at any one time 
unless specifically prohibited therefrom by law. The salaries and other 
compensation of the officers of the corporation will be fixed by or in the 
manner designated by the Board of Directors.

     SECTION 28.     TENURE AND DUTIES OF OFFICERS.

          (a)     GENERAL.  All officers will hold office at the pleasure of the
Board of Directors and until their successors will have been duly elected and
qualified, unless sooner removed.  Any officer elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors.  If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board of Directors.

          (b)     DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS.  The Chairman of
the Board of Directors, when present, will preside at all meetings of the
stockholders and the Board of Directors.  The Chairman of the Board of Directors
will perform other duties commonly incident to his office and will also perform
such other duties and have such other powers as the Board of Directors will
designate from time to time.  If there is no President, then the Chairman of the
Board of Directors will also serve as the general manager and chief executive
officer of the corporation and will have the powers and duties prescribed in
paragraph (c) of this Section 28.

          (c)     DUTIES OF PRESIDENT.  The President will preside at all
meetings of the stockholders and at all meetings of the Board of Directors,
unless the Chairman of the Board of Directors has been appointed and is present.
The President will be general manager and chief executive officer of the
corporation and will, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
corporation.  The President will have discretion to prescribe the duties of
other officers and employees of the corporation in a manner not inconsistent
with the provisions of these bylaws and the directions of the Board of
Directors.  The President will perform other duties commonly incident to his
office and will also perform such other duties and have such other powers as the
Board of Directors will designate from time to time.

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          (d)     DUTIES OF VICE PRESIDENTS.  The Vice Presidents, in order of
their rank as fixed by the Board of Directors, or if not ranked, the Vice
President designated by the Board of Directors, may assume and perform the
duties of the President in the absence or disability of the President or
whenever the office of President is vacant.  The Vice Presidents will perform
other duties commonly incident to their office and will also perform such other
duties and have such other powers as the Board of Directors or the President
will designate from time to time.

          (e)     DUTIES OF SECRETARY.  The Secretary will attend all meetings
of the stockholders and of the Board of Directors and will record all acts and
proceedings thereof in the minute book of the corporation.  The Secretary will
give notice in conformity with these Bylaws of all meetings of the stockholders
and of all meetings of the Board of Directors and any committee thereof
requiring notice.  The Secretary will perform all other duties given him in
these Bylaws and other duties commonly incident to his office and will also
perform such other duties and have such other powers as the Board of Directors
will designate from time to time.  If any assistant secretaries are appointed,
the President may direct the assistant secretary or one of the assistant
secretaries in the order of their rank as fixed by the Board of Directors or, if
they are not so ranked, the assistant secretary designated by the Board of
Directors, to assume and perform the duties of the Secretary in the absence or
disability of the Secretary, and each Assistant Secretary will perform other
duties commonly incident to his office and will also perform such other duties
and have such other powers as the Board of Directors or the President will
designate from time to time.

          (f)     DUTIES OF CHIEF FINANCIAL OFFICER.  The Chief Financial
Officer will be responsible for all functions and duties of the treasurer of the
corporation.  The Chief Financial Officer will keep or cause to be kept the
books of account of the corporation in a thorough and proper manner and will
render statements of the financial affairs of the corporation in such form and
as often as required by the Board of Directors or the President.  The Chief
Financial Officer, subject to the order of the Board of Directors, will have the
custody of all funds and securities of the corporation.  The Chief Financial
Officer will perform other duties commonly incident to his office and will also
perform such other duties and have such other powers as the Board of Directors
or the President will designate from time to time.  If any assistant financial
officers are appointed, the President may direct the assistant financial
officer, or one of the assistant financial officers, if there are more than one,
in the order of their rank as fixed by the Board of Directors or if they are not
so ranked, the assistant financial officer designated by the Board of Directors,
to assume and perform the duties of the Chief Financial Officer in the absence
or disability of the Chief Financial Officer, and each assistant financial
officer will perform other duties commonly incident to his office and will also
perform such other duties and have such other powers as the Board of Directors
or the President will designate from time to time.

     SECTION 29.     DELEGATION OF AUTHORITY.  The Board of Directors may from 
time to time delegate the powers or duties of any officer to any other officer 
or agent, notwithstanding any provision hereof.

     SECTION 30.     RESIGNATIONS.  Any officer may resign at any time by 
giving written notice to the Board of Directors or to the President or to the 
Secretary.  Any such resignation will be effective when received by the person 
or persons to whom such notice is given, unless a later time is specified 

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therein, in which event the resignation will become effective at such later 
time.  Unless otherwise specified in such notice, the acceptance of any such 
resignation will not be necessary to make it effective.  Any resignation will 
be without prejudice to the rights, if any, of the corporation under any 
contract with the resigning officer.

     SECTION 31.     REMOVAL.  Any officer may be removed from office at any 
time with cause by the affirmative vote of a majority of the directors in office
at the time, or by the unanimous written consent of the directors in office at 
the time, or by any committee or superior officers upon whom such power of 
removal may have been conferred by the Board of Directors.

                                       VI.

                  EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
                     OF SECURITIES OWNED BY THE CORPORATION

     SECTION 32.     EXECUTION OF CORPORATE INSTRUMENTS.  The Board of Directors
may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign on behalf of the corporation 
the corporate name without limitation, or to enter into contracts on behalf of 
the corporation, except where otherwise provided by law or these Bylaws, and 
such execution or signature will be binding upon the corporation.

     All checks and drafts drawn on banks or other depositaries on funds to the
credit of the corporation or in special accounts of the corporation will be
signed by such person or persons as the Board of Directors will authorize so to
do.

     Unless authorized or ratified by the Board of Directors or within the
agency power of an officer, no officer, agent or employee will have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

     SECTION 33.     VOTING OF SECURITIES OWNED BY THE CORPORATION.  All stock 
and other securities of other corporations owned or held by the corporation for 
itself, or for other parties in any capacity, will be voted, and all proxies 
with respect thereto will be executed, by the person authorized so to do by 
resolution of the Board of Directors, or, in the absence of such authorization, 
by the Chairman of the Board of Directors, the President, or any Vice President.

                                      VII.

                                 SHARES OF STOCK

     SECTION 34.     FORM AND EXECUTION OF CERTIFICATES.  Certificates for the 
shares of stock of the corporation will be in such form as is consistent with 
the Certificate of Incorporation and applicable law.  Every holder of stock in 
the corporation will be entitled to have a certificate signed by or in the name 
of the corporation by the Chairman of the Board of Directors, or the President 
or any Vice President and by the Chief Financial Officer or assistant financial 
officer or the Secretary or assistant secretary, certifying the number of shares
owned by him in the corporation.  Any or all of the signatures on the 

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<PAGE>
certificate may be facsimiles.  In case any officer, transfer agent, or 
registrar who has signed or whose facsimile signature has been placed upon a 
certificate will have ceased to be such officer, transfer agent, or registrar 
before such certificate is issued, it may be issued with the same effect as if 
he were such officer, transfer agent, or registrar at the date of issue.  Each 
certificate will state upon the face or back thereof, in full or in summary, all
of the powers, designations, preferences, and rights, and the limitations or 
restrictions of the shares authorized to be issued or will, except as otherwise 
required by law, set forth on the face or back 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.  Within a 
reasonable time after the issuance or transfer of uncertificated stock, the 
corporation will send to the registered owner thereof a written notice 
containing the information required to be set forth or stated on certificates 
pursuant to this section or otherwise required by law or with respect to this 
section 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.  Except as otherwise expressly provided by law, the rights and 
obligations of the holders of certificates representing stock of the same class 
and series will be identical.

     SECTION 35.     LOST CERTIFICATES.  A new certificate or certificates will 
be issued in place of any certificate or certificates theretofore issued by the 
corporation alleged to have been lost, stolen, or destroyed, upon the making of 
an affidavit of that fact by the person claiming the certificate of stock to be 
lost, stolen, or destroyed.  The corporation may require, as a condition 
precedent to the issuance of a new certificate or certificates, the owner of 
such lost, stolen, or destroyed certificate or certificates, or his legal 
representative, to advertise the same in such manner as it will require or to 
give the corporation a surety bond in such form and amount as it may direct as 
indemnity against any claim that may be made against the corporation with 
respect to the certificate alleged to have been lost, stolen, or destroyed.

     SECTION 36.     TRANSFERS.

          (a)     Transfers of record of shares of stock of the corporation will
be made only upon its books by the holders thereof, in person or by attorney
duly authorized, and upon the surrender of a properly endorsed certificate or
certificates for a like number of shares.

          (b)     The corporation will have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the Delaware General Corporation Law.

     SECTION 37.     FIXING RECORD DATES.

          (a)     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, the Board of Directors may fix, in advance, a record date,
which record date will not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date will,
subject to applicable law, not be more than sixty (60) nor less than ten (10)

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<PAGE>
days before the date of such meeting.  If no record date is fixed by the Board
of Directors, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders will be at the close of business on the
day next preceding the day on which notice is given, or if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held.  A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders will apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

          (b)     In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders 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
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty (60)
days prior to such action.  If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

     SECTION 38.     REGISTERED STOCKHOLDERS.  The corporation will be entitled
to recognize the exclusive right of a person registered on its books as the 
owner of shares to receive dividends, and to vote as such owner, and will not 
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person whether or not it will have express 
or other notice thereof, except as otherwise provided by the laws of Delaware.

                                      VIII.

                       OTHER SECURITIES OF THE CORPORATION

     SECTION 39.     EXECUTION OF OTHER SECURITIES.  All bonds, debentures and 
other corporate securities of the corporation, other than stock certificates 
(covered in Section 34), may be signed by the Chairman of the Board of 
Directors, the President or any Vice President, or such other person as may be 
authorized by the Board of Directors, and the corporate seal impressed thereon 
or a facsimile of such seal imprinted thereon and attested by the signature of 
the Secretary or an assistant secretary, or the Chief Financial Officer or 
assistant financial officer; provided, however, that where any such bond, 
debenture or other corporate security will be authenticated by the manual 
signature, or where permissible facsimile signature, of a trustee under an 
indenture pursuant to which such bond, debenture or other corporate security 
will be issued, the signatures of the persons signing and attesting the 
corporate seal on such bond, debenture or other corporate security may be the 
imprinted facsimile of the signatures of such persons.  Interest coupons 
appertaining to any such bond, debenture or other corporate security, 
authenticated by a trustee as aforesaid, will be signed by the Chief Financial 
Officer or assistant financial officer of the corporation or such other person 
as may be authorized by the Board of Directors, or bear imprinted thereon the 
facsimile signature of such person.  In case any officer who will have signed 
or attested any bond, debenture or other corporate security, or whose facsimile
signature will appear thereon or on any such interest coupon, will have ceased 
to be such officer before the bond, debenture or other corporate security so 
signed or attested will have been delivered, such bond, debenture or other 
corporate security nevertheless may be adopted by the corporation and issued 

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<PAGE>
and delivered as though the person who signed the same or whose facsimile 
signature will have been used thereon had not ceased to be such officer of the 
corporation.

                                       IX.

                                    DIVIDENDS

     SECTION 40.     DECLARATION OF DIVIDENDS.  Dividends upon the capital stock
of the corporation, subject to the provisions of the Certificate of 
Incorporation and applicable law, if any, may be declared by the Board of 
Directors pursuant to law at any regular or special meeting.  Dividends may be 
paid in cash, in property, or in shares of the capital stock, subject to the 
provisions of the Certificate of Incorporation and applicable law.

     SECTION 41.     DIVIDEND RESERVE.  Before payment of any dividend, there 
may be set aside out of any funds of the corporation available for dividends 
such sum or sums as the Board of 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 Board of Directors will think 
conducive to the interests of the corporation, and the Board of Directors may 
modify or abolish any such reserve in the manner in which it was created.

                                       X.

                                   FISCAL YEAR

     SECTION 42.     FISCAL YEAR.  The fiscal year of the corporation will be 
fixed by resolution of the Board of Directors.

                                       XI.

                                 INDEMNIFICATION

     SECTION 43.     INDEMNIFICATION OF DIRECTORS, EXECUTIVE OFFICERS, OTHER
OFFICERS, EMPLOYEES AND OTHER AGENTS.

          (a)     DIRECTORS AND EXECUTIVE OFFICERS.  The corporation will
indemnify its directors and executive officers (for the purposes of this Article
XI, "executive officers will have the meaning defined in Rule 3b-7 promulgated
under the 1934 Act) to the fullest extent not prohibited by the Delaware General
Corporation Law; provided, however, that the corporation may modify the extent
of such indemnification by individual contracts with its directors and executive
officers; and, provided, further, that the corporation will not be required to
indemnify any director or executive officer in connection with any proceeding
(or part thereof) initiated by such person unless (i) such indemnification is
expressly required to be made by law, (ii) the proceeding was authorized by the
Board of Directors of the corporation, (iii) such indemnification is provided by
the corporation, in its sole discretion, pursuant to the powers vested in the
corporation under the Delaware General Corporation Law or (iv) such
indemnification is required to be made under subsection (d).

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<PAGE>
          (b)     OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS.  The corporation
will have power to indemnify its other officers, employees and other agents as
set forth in the Delaware General Corporation Law.

          (c)     EXPENSES.  The corporation will advance to any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or executive
officer, of the corporation, or is or was serving at the request of the
corporation as a director or executive officer of another corporation,
partnership, joint venture, trust or other enterprise, prior to the final
disposition of the proceeding, promptly following request therefor, all expenses
incurred by any director or executive officer in connection with such proceeding
upon receipt of an undertaking by or on behalf of such person to repay said
amounts if it should be determined ultimately that such person is not entitled
to be indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph
(e) of this Bylaw, no advance will be made by the corporation to an executive
officer of the corporation (except by reason of the fact that such executive
officer is or was a director of the corporation in which event this paragraph
will not apply) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably and promptly
made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the proceeding, or (2) if such quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, that the facts known
to the decision-making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to the best interests of the
corporation.

          (d)     ENFORCEMENT.  Without the necessity of entering into an
express contract, all rights to indemnification and advances to directors and
executive officers under this Bylaw will be deemed to be contractual rights and
be effective to the same extent and as if provided for in a contract between the
corporation and the director or executive officer.  Any right to indemnification
or advances granted by this Bylaw to a director or executive officer will be
enforceable by or on behalf of the person holding such right in any court of
competent jurisdiction if (1) the claim for indemnification or advances is
denied, in whole or in part, or (2) no disposition of such claim is made within
ninety (90) days of request therefor.  The claimant in such enforcement action,
if successful in whole or in part, will be entitled to be paid also the expense
of prosecuting his claim.  In connection with any claim for indemnification, the
corporation will be entitled to raise as a defense to any such action that the
claimant has not met the standards of conduct that make it permissible under the
Delaware General Corporation Law for the corporation to indemnify the claimant
for the amount claimed.  In connection with any claim by an executive officer of
the corporation (except in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
executive officer is or was a director of the corporation) for advances, the
corporation will be entitled to raise a defense as to any such action clear and
convincing evidence that such person acted in bad faith or in a manner that such
person did not believe to be in or not opposed to the best interests of the
corporation, or with respect to any criminal action or proceeding that such
person acted without reasonable cause to believe that his conduct was lawful.
Neither the failure of the corporation (including its Board of Directors,
independent legal counsel or its stockholders) to have made a determination

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<PAGE>
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the corporation (including its Board of Directors, independent
legal counsel or its stockholders) that the claimant has not met such applicable
standard of conduct, will be a defense to the action or create a presumption
that claimant has not met the applicable standard of conduct.  In any suit
brought by a director or executive officer to enforce a right to indemnification
or to an advancement of expenses hereunder, the burden of proving that the
director or executive officer is not entitled to be indemnified, or to such
advancement of expenses, under this Article XI or otherwise will be on the
corporation.

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

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

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

          (h)     AMENDMENTS.  Any repeal or modification of this Bylaw will
only be prospective and will not affect the rights under this Bylaw in effect at
the time of the alleged occurrence of any action or omission to act that is the
cause of any proceeding against any agent of the corporation.

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

          (j)     CERTAIN DEFINITIONS.  For the purposes of this Bylaw, the
following definitions will apply:

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

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

               (iii)     The term the "corporation" will 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, will stand in the same position under
the provisions of this Bylaw with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

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

               (v)     References to "other enterprises" will include employee
benefit plans; references to "fines" will include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the corporation" will include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan will be deemed
to have acted in a manner "not opposed to the best interests of the corporation"
as referred to in this Bylaw.

                                      XII.

                                     NOTICES

     SECTION 44.     NOTICES.

          (a)     NOTICE TO STOCKHOLDERS.  Whenever, under any provisions of
these Bylaws, notice is required to be given to any stockholder, it will be
given in writing, timely and duly deposited in the United States mail, postage
prepaid, and addressed to his last known post office address as shown by the
stock record of the corporation or its transfer agent.

          (b)     NOTICE TO DIRECTORS.  Any notice required to be given to any
director may be given by the method stated in subsection (a), or by facsimile,
telex or telegram, except that such notice other than one which is delivered
personally will be sent to such address as such director will have filed in
writing with the Secretary, or, in the absence of such filing, to the last known
post office address of such director.

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          (c)     AFFIDAVIT OF MAILING.  An affidavit of mailing, executed by a
duly authorized and competent employee of the corporation or its transfer agent
appointed with respect to the class of stock affected, specifying the name and
address or the names and addresses of the stockholder or stockholders, or
director or directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, will in the absence of fraud, be prima
facie evidence of the facts therein contained.

          (d)     TIME NOTICES DEEMED GIVEN.  All notices given by mail, as
above provided, will be deemed to have been given as at the time of mailing, and
all notices given by facsimile, telex or telegram will be deemed to have been
given as of the sending time recorded at time of transmission.

          (e)     METHODS OF NOTICE.  It will not be necessary that the same
method of giving notice be employed in respect of all directors, but one
permissible method may be employed in respect of any one or more, and any other
permissible method or methods may be employed in respect of any other or others.

          (f)     FAILURE TO RECEIVE NOTICE.  The period or limitation of time
within which any stockholder may exercise any option or right, or enjoy any
privilege or benefit, or be required to act, or within which any director may
exercise any power or right, or enjoy any privilege, pursuant to any notice sent
him in the manner above provided, will not be affected or extended in any manner
by the failure of such stockholder or such director to receive such notice.

          (g)     NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL.
Whenever notice is required to be given, under any provision of law or of the
Certificate of Incorporation or Bylaws of the corporation, to any person with
whom communication is unlawful, the giving of such notice to such person will
not be required and there will be no duty to apply to any governmental authority
or agency for a license or permit to give such notice to such person.  Any
action or meeting which will be taken or held without notice to any such person
with whom communication is unlawful will have the same force and effect as if
such notice had been duly given.  In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the certificate will state,
if such is the fact and if notice is required, that notice was given to all
persons entitled to receive notice except such persons with whom communication
is unlawful.

          (h)     NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS.  Whenever notice
is required to be given, under any provision of law or the Certificate of
Incorporation or Bylaws of the corporation, to any stockholder to whom (i)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent without a meeting to such person during the
period between such two consecutive annual meetings, or (ii) all, and at least
two, payments (if sent by first class mail) of dividends or interest on
securities during a twelve-month period, have been mailed addressed to such
person at his address as shown on the records of the corporation and have been
returned undeliverable, the giving of such notice to such person will not be
required.  Any action or meeting which will be taken or held without notice to
such person will have the same force and effect as if such notice had been duly
given.  If any such person will deliver to the corporation a written notice
setting forth his then current address, the requirement that notice be given to
such person will be reinstated.  In the event that the action taken by the

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corporation is such as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the certificate need not
state that notice was not given to persons to whom notice was not required to be
given pursuant to this paragraph.

                                      XIII.

                                   AMENDMENTS

     SECTION 45.     AMENDMENTS.

     Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws may be
altered or amended or new Bylaws adopted by the affirmative vote of at least
sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the
then-outstanding shares of the Voting Stock.  The Board of Directors will also
have the power to adopt, amend, or repeal Bylaws.

                                      XIV.

                                LOANS TO OFFICERS

     SECTION 46.     LOANS TO OFFICERS.  The corporation may lend money to, or 
guarantee any obligation of, or otherwise assist any officer or other employee 
of the corporation or of its subsidiaries, including any officer or employee 
who is a Director of the corporation or its subsidiaries, whenever, in the 
judgment of the Board of Directors, such loan, guarantee or assistance may 
reasonably be expected to benefit the corporation.  The loan, guarantee or 
other assistance may be with or without interest and may be unsecured, or 
secured in such manner as the Board of Directors will approve, including, 
without limitation, a pledge of shares of stock of the corporation.  Nothing in
these Bylaws  will be deemed to deny, limit or restrict the powers of guaranty 
or warranty of the corporation at common law or under any statute.

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