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                                                               EXHIBIT  (3)-(1)

                  TEXT OF AMENDMENTS TO THE COMPANY'S BY-LAWS




TEXT OF AMENDMENT 1:    Time and place of meetings; Rules for
                          meetings.

               Section 1 of Article II of the corporation's By-Laws is hereby
          amended to read in its entirety as follows:

          "SECTION 1. All meetings of stockholders shall be held at such place,
          either within or without the State of Delaware, on such date and at
          such time as may be determined from time to time by the board of
          directors (or the Chairman in the absence of a determination by the
          board of directors). The Chairman and the chairman of the meeting
          shall have the power and authority to determine and maintain the
          rules, regulations and procedures for the proper conduct of all
          meetings of stockholders, including, but not limited to, maintaining
          order, restricting entry to meetings after they have commenced, the
          length of such meetings, the order of business, the order and duration
          of statements from the floor, opening and closing the polls and
          dismissing business not properly brought before the meeting."


TEXT OF AMENDMENT 2:    Advance Notice of Business and
                          Director Nominations

               Section 3 of Article II of the By-Laws is hereby amended by
          adding the following to the end thereof:

          "For the purposes of Sections 11 and 12 of this Article, the board of
          directors, the chairman of the board of directors or the secretary of
          the corporation may choose a tentative date (the "Tentative Meeting
          Date") for any stockholder meeting which date may be set forth in the
          corporation's proxy materials for the annual meeting next preceding
          such Tentative Meeting Date or a filing with the Securities and
          Exchange Commission on Form 10-K, 10-Q or 8-K or may be published by
          any other means. Notice of a Tentative Meeting Date does not serve as
          notice of a stockholder meeting."

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               Article II of the By-Laws is hereby amended by adding as a new
          Section 11 thereof the following:

               "Section 11. NOMINATION OF DIRECTORS. Only persons who are
          nominated in accordance with the procedures set forth in these By-Laws
          shall be eligible to serve as directors. Nominations of persons for
          election to the board of directors of the corporation may be made at a
          meeting of stockholders (a) by or at the direction of the board of
          directors or (b) by any stockholder of the corporation who is a
          stockholder of record at the time of giving of notice provided for in
          this Section 11, who shall be entitled to vote for the election of
          directors at the meeting and who complies with the notice procedures
          set forth in this Section 11. Such nominations, other than those made
          by or at the direction of the board of directors, shall be made
          pursuant to timely notice in writing to the secretary of the
          corporation.

               If a Tentative Meeting Date has been announced and the meeting
          date (disregarding any adjournments thereof) is not more than 30 days
          prior to and not more than 30 days after the Tentative Meeting Date,
          to be timely, a stockholder's notice shall be 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 Tentative Meeting
          Date; provided, however, that if less than 70 days' prior public
          disclosure of the Tentative Meeting Date is given or made, notice by
          the stockholder to be timely must be so received not later than the
          close of business on the 10th day following the day on which public
          disclosure of the Tentative Meeting Date was made. Otherwise, to be
          timely, a stockholder's notice shall be 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 meeting date;
          provided, however, that if less than 70 days' notice or prior public
          disclosure of the meeting date is given or made to stockholders,
          notice by the stockholder to be timely must be so received not later
          than the close of business on the 10th day following the day on which
          such notice of the meeting date or such public disclosure was made.

               Such stockholder's notice shall set forth (a) as to each person
          whom the stockholder proposes 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


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          of directors, or is otherwise required, in each case pursuant to the
          Regulation 14A under the Securities Exchange Act of 1934, as amended
          (the "Exchange Act") (including such person's written consent to being
          named in the proxy statement as a nominee and to serving as a director
          if elected); and (b) as to the stockholder giving the notice (i) the
          name and address, as they appear on the corporation's books, of such
          stockholder, (ii) the class and number of shares of the corporation
          which are beneficially owned (as defined by Rule 13d-3 under the
          Exchange Act) by such stockholder and, if such shares are beneficially
          owned by any person(s) other than the stockholder of record, the
          name(s) and address(es) of each such beneficial owner of such shares
          and (iii) a description of all arrangements or understandings between
          the stockholder or any such beneficial owner and each 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 stockholder.
          At the request of the board of directors, any person nominated by the
          board of directors for election as a director shall furnish to the
          secretary of the corporation that information required to be set forth
          in a stockholder's notice of nomination which pertains to the nominee.
          In addition, the stockholder making such nomination shall promptly
          provide any other information reasonably requested by the corporation.

               No person shall be eligible to serve as a director of the
          corporation unless nominated in accordance with the procedures set
          forth in this Section 11. The chairman of the meeting shall, if the
          facts warrant, determine and declare to the meeting that a nomination
          was not made in accordance with the procedures prescribed by the
          By-Laws, and if he should so determine, he shall so declare to the
          meeting and the defective nomination shall be disregarded.
          Notwithstanding the foregoing provisions of this Section 11, a
          stockholder shall also comply with all applicable requirements of the
          Exchange Act, and the rules and regulations thereunder with respect to
          the matters set forth in this Section 11.

               Nothing contained herein shall be deemed to create any obligation
          on the part of the corporation to include any stockholder nomination
          in the corporation's proxy statement."

               Article II of the By-Laws is hereby amended by adding as a new
          Section 12 thereof the following: 

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               "Section 12. NOTICE OF BUSINESS. At any annual meeting of the
          stockholders, only such business shall be conducted as shall have been
          brought before the meeting (a) by or at the direction of the board of
          directors or (b) by any stockholder of the corporation who is a
          stockholder of record at the time of giving of the notice provided for
          in this Section 12, who shall be entitled to vote at such meeting and
          who complies with the notice procedures set forth in this Section 12.
          For business to be properly brought before an annual meeting by a
          stockholder, the stockholder must have given timely notice thereof in
          writing to the secretary of the corporation.

               If a Tentative Meeting Date has been announced and the meeting
          date (disregarding any adjournments thereof) is not more than 30 days
          prior to and not more than 30 days after the Tentative Meeting Date,
          to be timely, a stockholder's notice shall be 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 Tentative Meeting
          Date; provided, however, that if less than 70 days' prior public
          disclosure of the Tentative Meeting Date is given or made, notice by
          the stockholder to be timely must be so received not later than the
          close of business on the 10th day following the day on which public
          disclosure of the Tentative Meeting Date was made. Otherwise, to be
          timely, a stockholder's notice shall be 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 meeting date;
          provided, however, that if less than 70 days' notice or prior public
          disclosure of the meeting date is given or made to stockholders,
          notice by the stockholder to be timely must be so received not later
          than the close of business on the 10th day following the day on which
          such notice of the meeting date or such public disclosure was made.

               A stockholder's notice to the secretary shall set forth as to
          each matter the stockholder proposes to bring before the meeting (a) a
          brief description of the business desired to be brought before the
          meeting and the reasons for conducting such business at the meeting,
          (b) the name and address, as they appear on the corporation's books,
          of the stockholder proposing such business, (c) the class and number
          of shares of the corporation which are beneficially owned (as defined
          by Rule 13d-3 under the Exchange Act) by such stockholder and, if 
          such shares are beneficially

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          owned by any person(s) other than the stockholder of record, the
          name(s) and address(es) of each such beneficial owner of such shares
          and (d) any material interest of the stockholder or any such
          beneficial owner in such business. In addition, the stockholder making
          such proposal shall promptly provide any other information reasonably
          requested by the corporation.

               Notwithstanding anything in the By-Laws to the contrary, no
          business shall be conducted at an annual meeting except business
          submitted by or at the direction of the board of directors or by any
          stockholder of the corporation in accordance with the procedures set
          forth in this Section 12. The chairman of the meeting shall, if the
          facts warrant, determine and declare to the meeting that business was
          not properly brought before the meeting and in accordance with the
          provisions of the By-Laws, and if he should so determine, he shall so
          declare to the meeting and any such business not properly brought
          before the meeting shall not be transacted. Notwithstanding the
          foregoing, provisions of this Section 12, a stockholder shall also
          comply with all applicable requirements of the Exchange Act, and the
          rules and regulations thereunder with respect to the matters set forth
          in this Section 12.

               Nothing contained herein shall be deemed to create any obligation
          on the part of the corporation to include any stockholder proposal in
          the corporation's proxy statement."


TEXT OF AMENDMENT 3:    Record date for written consents;
                          Inspectors for consents

               The second paragraph of Section 5 of Article VI of the By-laws is
          hereby deleted and replaced with the following:

               "In order that the corporation may determine the stockholders
          entitled to consent to corporate action in writing without a meeting,
          the board of directors may fix a record date, which record date shall
          not precede the date upon which the resolution fixing the record date
          is adopted by the board of directors and shall not be more than 10
          days after the date upon which the resolution fixing the record date
          is adopted by the board of directors.

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               Any person seeking to have the stockholders authorize or take
          corporate action by written consent shall, by written notice to the
          secretary, request the board of directors to fix a record date. The
          board of directors shall promptly, but in all events within 10 days
          after the date on which such a request is received, adopt a resolution
          fixing the record date (unless a record date has previously been fixed
          by the board of directors pursuant to the previous paragraph).

               If no record date has been fixed by the board of directors
          pursuant to the second preceding paragraph or within 10 days of the
          date on which such a request is received, the record date for
          determining stockholders entitled to consent to corporate action in
          writing, without a meeting, when no prior action by the board of
          directors is required by applicable law, shall be the first date on
          which a signed written consent setting forth the action taken or
          proposed to be taken is delivered to the corporation by delivery to
          its registered office in the State of Delaware, its principal place of
          business, or any officer or agent of the corporation having custody of
          the book in which proceedings of meetings of stockholders are
          recorded. Delivery shall be by hand or by certified or registered
          mail, return receipt requested. If no record date has been fixed by
          the board of directors and prior action by the board of directors is
          required by applicable law, the record date for determining
          stockholders entitled to consent to corporate action in writing
          without a meeting shall be at the close of business on the day on
          which the board of directors adopts the resolution taking such prior
          action."

               Section 10 of Article II of the By-Laws is hereby amended by
          adding to the end thereof the following:

               "In the event of the delivery, in the manner provided by Section
          5 of Article VI, to the corporation of the requisite written consent
          or consents to take corporate action and/or any related revocation or
          revocations, the corporation shall engage independent inspectors of
          elections for the purpose of promptly performing a ministerial review
          of the validity of the consents and revocations. For the purpose of
          permitting the inspectors to perform such review, no action by written
          consent without a meeting shall be effective until such date as the
          independent inspectors certify to the corporation that the consents
          delivered to the corporation, in the manner provided by Section 5 of
          Article VI, represent at least the minimum number of 

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          votes that would be necessary to take the corporate action. Nothing
          contained in this paragraph shall in any way be construed to suggest
          or imply that the board of directors or any stockholder shall not be
          entitled to contest the validity of any consent or revocation thereof,
          whether before or after such certification by the independent
          inspectors, or to take any other action (including, without
          limitation, the commencement, prosecution or defense of any litigation
          with respect thereto, and the seeking of injunctive relief in such
          litigation).

               Every written consent shall bear the date of signature of each
          stockholder who signs the consent and no written consent shall be
          effective to take the corporate action referred to therein unless,
          within sixty (60) days of the earliest dated written consent received
          in accordance with Section 5 of Article VI, a written consent or
          consents signed by a sufficient number of holders to take such action
          are delivered to the Corporation in the manner prescribed in Section 5
          of Article VI."


TEXT OF AMENDMENT 4:    Record date for calling special
                          meetings

               Section 5 of Article VI of the By-Laws is hereby amended by
          adding to the end thereof the following:

               "In order that the corporation may determine whether stockholders
          holding the requisite number of shares desire to require the calling
          of a special meeting of the stockholders pursuant to Section 5 of
          Article II of these By-Laws, the board of directors may fix a record
          date, which record date shall not precede the date upon which the
          resolution fixing the record date is adopted by the board of directors
          and shall not be more than 10 days after the date upon which the
          resolution fixing the record date is adopted by the board of
          directors.

               Any person seeking to call a special meeting shall, by written
          notice to the secretary, request the board of directors to fix a
          record date. The board of directors shall promptly, but in all events
          within 10 days after the date on which such a request is received,
          adopt a resolution fixing the record date.

               If no record date has been fixed by the board of directors within
          10 days of the date on which such a


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          request is received, the record date for determining stockholders
          entitled to call a special meeting, when no prior action by the board
          of directors is required by applicable law, shall be the first date on
          which a request in writing of a stockholder requesting the calling of
          a special meeting and stating the purpose or purposes of the proposed
          meeting is delivered to the corporation by delivery to its registered
          office in the State of Delaware, its principal place of business, or
          any officer or agent of the corporation having custody of the book in
          which proceedings of meetings of stockholders are recorded. Delivery
          made to the corporation's registered office shall be by hand or by
          certified or registered mail, return receipt requested. If no record
          date has been fixed by the board of directors and prior action by the
          board of directors is required by applicable law, the record date for
          determining stockholders entitled to call a special meeting shall be
          at the close of business on the day on which the board of directors
          adopts the resolution taking such prior action."



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