25 October 1996

                                     BYLAWS
                                       of
                          MCDONNELL DOUGLAS CORPORATION
                          (as amended 25 October 1996)


                                    ARTICLE I
                                     Offices

     In  addition  to  its  principal  office  in the  State  of  Maryland,  the
corporation shall have an office in St. Louis, Missouri.

                                   ARTICLE II
                                      Seal
         The name of the corporation and the words  "Corporate  Seal,  Maryland"
shall be inscribed on the corporate seal.

                                   ARTICLE III
                            Meetings of Stockholders

         Section 1.  Notice.  Written or printed  notice,  stating  the time and
place of every meeting of stockholders  (and in the case of special  meetings or
if the notice of the purpose is required by law,  stating the business  proposed
to be transacted thereat) shall be given to each stockholder entitled to vote at
such  meeting and to each  stockholder  not  entitled to vote who is entitled to
notice of the meeting by  personally  delivering it to him or her, by leaving it
with him or her at the stockholder's residence or usual place of business, or by
mailing it, postage  prepaid,  and addressed to him or her at the  stockholder's
address as it appears upon the corporate records of the Secretary,  all not less
than ten nor more than 90 days before such meeting.

         Section 2.  Annual  Meetings.  The annual  meeting of the  stockholders
shall be held not earlier  than April 15 nor later than May 15 of each year at a
time  within  such  period and at such  place in the  United  States as shall be
determined  from time to time by the Board of Directors (the "Board") and stated
in the  notice  or  waiver of notice  of the  meeting.  All  other  meetings  of
stockholders  shall be held at such  times  and at such  place or  places in the
United States as shall be  determined  from time to time by the Board and stated
in the notice or waiver of notice of the meeting.

         Section 3. Special Meetings. Special meetings of the stockholders,  for
any lawful purpose or purposes,  may be called by the Chairman of the Board (the
"Chairman"),  the Chief  Executive  Officer,  the  President,  a majority of the
Directors or a majority of the members of the  Executive  Committee,  and shall,
unless  otherwise  prescribed  by  statute,  be called by the  Secretary  at the
request in writing of  stockholders  entitled to cast at least a majority of all
votes  entitled to be cast at the meeting.  Such request shall state the purpose
of the  proposed  meeting  and the  matters  proposed  to be acted  upon at such
meeting  and shall  further  comply  with the  provisions  of  Section 4 of this
Article III. A meeting requested by stockholders shall be called as set forth in
(a) through (d) of this Article III, Section 3.


<PAGE>

         (a) The Secretary shall advise the stockholders who make the request of
the  estimated  cost of preparing and mailing  notice of the requested  meeting.
Such costs shall  expressly  include costs related to  preparation  of a list of
stockholders  entitled to vote.  Notice of the meeting shall not be mailed until
such costs are paid to the corporation.

         (b) The Board  shall set the record date for  stockholders  entitled to
notice of and to vote at the meeting.  The record date shall not be (a) prior to
the close of business on the day it is fixed, (b) more than 90 days or less than
ten days  before the date of the meeting or (c) less than five nor more than ten
days  after the date on which  the  corporation  has  received  payment  for the
estimated cost of preparing and mailing notice.

         (c)      The notice shall be mailed within ten days of the record date.

         (d) The time,  date and place of the meeting shall be determined by the
Board  except that such meeting date shall not be less than ten nor more than 90
days after the record date.

         Section 4.  Nominations and Stockholder  Proposals.  All nominations of
individuals for election to the Board and proposals of business to be considered
at any meeting of the stockholders  shall be made as set forth in this Section 4
of Article III.

         (a) Annual Meeting of Stockholders.  (1) Nominations of individuals for
election  to the Board and the  proposal of  business  to be  considered  by the
stockholders  may be made at an annual meeting of  stockholders  (i) pursuant to
the  corporation's  notice  of  meeting,  (ii)  by or at  the  direction  of the
Directors or (iii) by any  stockholder of the  corporation who was a stockholder
of record both at the time of giving of notice provided for in this Section 4(a)
of Article  III and at the time of the  meeting,  who is entitled to vote at the
meeting and who complied  with the notice  procedures  set forth in this Section
4(a) of Article III.

                  (2) For  nominations or other business to be properly  brought
before an annual meeting by a stockholder  pursuant to clause (iii) of paragraph
(a)(l) of this Section 4 of Article III, the stockholder  must have given timely
notice  thereof  in  writing  to the  Secretary  and such  other  business  must
otherwise  be a proper  matter  for  action by  stockholders.  To be  timely,  a
stockholder's  notice  shall be  delivered  to the  Secretary  at the  principal
executive offices of the corporation not later than the close of business on the
60th day nor  earlier  than the opening of business on the 90th 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
30 days or delayed by more than 60 days from such  anniversary  date,  notice by
the  stockholder  to be timely must be so delivered not earlier than the opening
of business on the 90th day prior to such annual  meeting and not later than the
close of business  on the later of the 60th day prior to such annual  meeting or
the tenth day following the day on which public announcement of the date of such
meeting  is  first  made  by the  corporation.  In no  event  shall  the  public
announcement  of a postponement  or adjournment of an annual meeting  commence a
new time period for giving of a stockholder's  notice as described  above.  Such
stockholder's  notice shall set forth (i) as to each person whom the stockholder
proposes to nominate for election or reelection as a Director all information

<PAGE>
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 "Exchange Act"); (ii) 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 of the beneficial owner, if any, on whose behalf the proposal is
made;  and (iii) as to the  stockholder  giving the  notice  and the  beneficial
owner,  if any, on whose behalf the nomination or proposal is made, (x) the name
and address of such stockholder,  as they appear on the corporation's books, and
of such beneficial  owner and (y) the class and number of shares of stock of the
corporation  which are owned  beneficially and of record by such stockholder and
such beneficial owner.

                  (3)  Notwithstanding   anything  in  the  second  sentence  of
paragraph (a)(2) of this Section 4 of Article III to the contrary,  in the event
that the number of Directors  to be elected to the Board is increased  and there
is no public  announcement  by the  corporation  naming all of the  nominees for
Director or specifying the size of the increased  Board made by the  corporation
at least 70 days prior to the first  anniversary of the preceding  year's annual
meeting,  a  stockholder's  notice  required by this Section 4(a) of Article III
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  office of the  corporation not later than the close of
business on the tenth day following the day on which such public announcement is
first made by the corporation.

         (b)  Special  Meetings of  Stockholders.  Only such  business  shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting  pursuant to the  corporation's  notice of meeting.  Nominations  of
persons  for  election  to the  Board  may  be  made  at a  special  meeting  of
stockholders  at  which  Directors  are  to  be  elected  (i)  pursuant  to  the
corporation's  notice of  meeting  (ii) by or at the  direction  of the Board or
(iii) provided that the Board has determined  that Directors shall be elected at
such special meeting, by any stockholder of the corporation who is a stockholder
of record both at the time of giving of notice provided for in this Section 4(b)
of Article III and at the time of the special  meeting,  who is entitled to vote
at the meeting and who  complied  with the notice  procedures  set forth in this
Section  4(b) of  Article  III.  In the  event the  corporation  calls a special
meeting of stockholders for the purpose of electing one or more Directors to the
Board,  any such  stockholder  may nominate a person or persons (as the case may
be) for election to such  position as specified in the  corporation's  notice of
meeting,  if the  stockholder's  notice  required  by  paragraph  (a)(2) of this
Section 4 of Article III shall be  delivered to the  Secretary at the  principal
executive offices of the corporation not earlier than the opening of business on
the 90th day  prior to such  special  meeting  and not  later  than the close of
business on the later of the 60th day prior to such special meeting or the tenth
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 Directors to be elected
at such meeting.  Proposals of business other than the nomination of persons for
election to the Board may be considered at a special meeting of the stockholders
requested by the  stockholders  in accordance with Section 3 of Article III only
if the  stockholder's  notice required by paragraph  (a)(2) of this Section 4 of
Article III was delivered at the time such stockholder requested the meeting. In
no event shall the public  announcement  of a  postponement  or adjournment of a
special  meeting  commence a new time  period for the giving of a  stockholder's
notice as described above.
<PAGE>

         (c) General. (1) Only such persons who are nominated in accordance with
the  procedures  set forth in this Section 4 of Article III 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 4 of Article III. The presiding officer
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 this Section
4 of  Article  III  and,  if  any  proposed  nomination  or  business  is not in
compliance  with this Section 4 of Article III, to declare that such  nomination
or proposal shall be disregarded.

                  (2) For  purposes of this  Section 4 of Article  III,  "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News  Service,  Associated  Press or  comparable  news  service or in a document
publicly filed by the  corporation  with the Securities and Exchange  Commission
pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

                  (3) Notwithstanding the foregoing provisions of this Section 4
of Article III, a stockholder shall also comply with all applicable requirements
of state law and of the  Exchange Act and the rules and  regulations  thereunder
with respect to the matters set forth in this Section 4 of Article III.  Nothing
in this  Section 4 of  Article  III shall be  deemed  to  affect  any  rights of
stockholders  to request  inclusion  of  proposals  in the  corporation's  proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

         Section 5.  Quorum.  At any meeting of  stockholders,  the  presence in
person or by proxy of stockholders  entitled to cast a majority of all the votes
entitled to be cast at the meeting shall constitute a quorum for the transaction
of  business.  If a quorum is not  present  or  represented  at any  meeting  of
stockholders, the stockholders entitled to vote thereat, present in person or by
proxy,  shall have power to adjourn the meeting to a date not more than 120 days
after the original  record date,  without notice other than  announcement at the
meeting,  until the  requisite  amount of voting stock is  represented.  At such
adjourned  meeting  at which  the  requisite  amount of  voting  stock  shall be
represented,  any business may be transacted which might have been transacted at
the meeting as originally notified.

         Section 6. Voting.  Each outstanding share of stock having voting power
shall be entitled to one vote on each matter submitted to a vote at each meeting
of stockholders.  A plurality of all the votes cast at a meeting of stockholders
duly  called and at which a quorum is  present  shall be  sufficient  to elect a
Director. Each share may be voted for as many individuals as there are Directors
to be  elected  and for whose  election  the share is  entitled  to be voted.  A
majority of the votes cast at a meeting of stockholders duly called and at which
a quorum is present  shall be  sufficient  to approve any other matter which may
properly come before the meeting,  unless more than a majority of the votes cast
is required by statute or by the Charter.

         Section 7. Record Holders.  The corporation  shall be entitled to treat
the  holder of  record  of any  share or  shares of stock as the  holder in fact
thereof and  accordingly  shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other  person,  whether or
not it shall have express or other notice thereof, save as expressly provided by
the laws of Maryland.


<PAGE>

         Section 8.  Organization  and Conduct of Meetings.  At every meeting of
stockholders,  the  Chairman  of the  Board,  if  there be one,  shall  serve as
chairman of the  meeting.  In the case of a vacancy in the office or the absence
of the Chairman of the Board, one of the following  officers present shall serve
as chairman of the meeting in the order stated:  the Vice Chairman of the Board,
if there be one, the Chief Executive Officer, or the President. The Secretary or
a person  appointed by the chairman of the meeting shall act as secretary of the
meeting.  The order of  business  and all other  matters of  procedure  at every
meeting of the stockholders  shall be determined by the chairman of the meeting.
The  chairman  of  any  meeting  of  stockholders   may  prescribe  such  rules,
regulations  and  procedures  and take such action as, in the discretion of such
chairman,  are appropriate for the proper conduct of the meeting,  including (a)
maintaining  order and  security at the  meeting;  (b)  limiting  attendance  or
participation at the meeting to stockholders of record of the corporation, their
duly authorized and constituted proxies or such other persons as the chairman of
the meeting may determine;  (c)  restricting  admission to the meeting after the
time fixed for the commencement  thereof;  and (d) limiting the time allotted to
and manner of presenting  and answering  questions or comments by  participants.
Unless  otherwise  determined  by the  chairman  of  the  meeting,  meetings  of
stockholders  shall not be required to be held in  accordance  with the rules of
parliamentary procedure.
                                   ARTICLE IV
                                    Directors

     Section 1. General  Powers.  The  business  and affairs of the  corporation
shall be managed under the direction of the Board. All powers of the corporation
shall be exercised by or under  authority of the Board except as conferred on or
reserved  to  the  stockholders  by  law  or by the  Charter  or  Bylaws  of the
corporation.

         Section 2. Vacancies.  The number of Directors of the corporation shall
be 13, which number may be increased or decreased  upon an  affirmative  vote of
not less than 80% of the  entire  Board but shall  never be less than  three nor
more  than 20.  Directors  shall  serve for  three-year  staggered  terms,  with
approximately  one-third (1/3) of the total number of Directors to be elected at
each annual meeting of the  stockholders.  In case of a vacancy on the Board for
any cause other than an increase in the number of Directors, an affirmative vote
of a majority of the remaining  Directors,  even though less than a quorum,  may
fill the  vacancy.  A vote of not less  than 80% of the  entire  Board  shall be
required  to fill a vacancy on the Board which  results  from an increase in the
number of  Directors.  If the number of  Directors  is changed,  any increase or
decrease shall be apportioned  among the classes so as to maintain the number of
Directors in each class as nearly equal as possible.  In no case will a decrease
in the  number  of  Directors  shorten  the term of any  incumbent  Director.  A
Director  elected by the Board to fill a vacancy  serves  until the next  annual
meeting of  stockholders  and until such  Director's  successor  is elected  and
qualifies.  Notwithstanding any provision of law to the contrary, a Director may
be removed with or without cause only by the affirmative  vote of the holders of
not less than 80% of all of the outstanding  shares of the corporation  entitled
to vote at a meeting of stockholders called for such purpose.

         Section 3. Meetings.  The Board shall hold regular and special meetings
at such  place  and  time as it  determines  for the  purpose  of  organization,
election of certain  Officers as specified in Article VI, and  consideration  of
other business that may come before the meeting.


<PAGE>

         Section 4.  Chairman.  At its last  meeting  before,  or first  meeting
after,  the annual  meeting of  stockholders,  the Board  shall elect one of its
members to be  Chairman.  The Board may elect one or more vice  chairmen  of the
Board. The Chairman and the vice chairmen,  if any, may but need not be officers
of or employed by the corporation.  The Chairman,  or in his or her absence, the
Chief  Executive  Officer,  or the President (in the order stated),  or in their
absence a member of the Board selected by the members present,  shall preside at
meetings of the Board.

         Section 5.  Quorum and  Voting.  A majority  of the entire  Board shall
constitute a quorum for the  transaction  of all business that may properly come
before  any  meeting of the Board.  The  action of a majority  of the  Directors
present  at a meeting at which a quorum is present is the action of the Board of
Directors.

     Section 6. Special Meetings. Special meetings of the Board may be called by
the Chairman,  the Chief  Executive  Officer,  the  President,  or, upon written
request of two Directors, the Secretary.

         Section 7.  Notice.  A written  notice of all  regular  meetings of the
Board  shall be mailed to each  Director  at his or her address as listed in the
corporate records of the Secretary at least ten days before any such meeting. No
irregularity of notice of any regular  meeting shall  invalidate the same or any
proceeding  thereat,  provided the notice shall definitely  specify the time and
place of the meeting.  Special meetings of the Board may be called upon 24-hours
notice,  given  personally  or by mail,  telephone,  facsimile  transmission  or
electronic mail. Any Director may waive any notice required to be given by these
Bylaws. Notice of any meeting by mail shall be deemed to be given when deposited
in the United  States mail properly  addressed,  with postage  thereon  prepaid.
Telephone  notice  shall be deemed to be given when the  Director is  personally
given such notice in a telephone  call to which he or she is a party.  Facsimile
transmission  notice  shall  be  deemed  to be  given  upon  completion  of  the
transmission  of the  message  to the  number  given to the  corporation  by the
Director and receipt of a completed answer-back  indicating receipt.  Electronic
mail notice shall be deemed to be given upon  completion of the  transmission of
the message to the address given to the corporation by the Director. Neither the
business  to be  transacted  at, nor the purpose of, any meeting of the Board of
Directors need be stated in the notice,  unless specifically required by statute
or these Bylaws.

     Section 8.  Telephone  Meetings.  Board  meetings may be held by means of a
conference  telephone  or  similar   communication   equipment  if  all  members
participating can hear each other at the same time.

         Section 9. Compensation. Directors as such shall not receive any stated
salary  for their  services  as  Directors,  but,  by  resolution  of the Board,
compensation  may be  established  for service as a Director  and as a member of
special or standing  committees.  Nothing herein contained shall be construed to
preclude any Director  from serving the  corporation  in any other  capacity and
receiving compensation therefor.


<PAGE>

                                    ARTICLE V
                                   Committees

         Section 1.  Designation  and  Membership.  There shall be an  Executive
Committee,  a  Management   Compensation  and  Succession  Committee,  an  Audit
Committee,  a  Nominating  Committee,  a  Finance  Committee,  and  a  Corporate
Responsibility  Committee, each to consist of not less than three Directors, and
there may be such other  committees as the Board may determine,  each to consist
of not less than three  Directors,  to be  appointed by the Board to hold office
until the next  annual  organizational  meeting  of the  Board  and until  their
successors are elected and qualify. The Chairman and the Chief Executive Officer
shall be  members  of the  Executive  Committee.  A  majority  of the  Executive
Committee  members  and all  members  of the  Audit  Committee,  the  Management
Compensation  and  Succession  Committee and the Nominating  Committee  shall be
independent of management and free from any  relationships  that, in the opinion
of the Board, would interfere with the exercise of independent  judgment. In the
absence of a member of a committee, the member or members thereof present at any
meeting,  whether  or not he, she or they  constitute  a quorum,  may  appoint a
Director  to act in place of any such absent  member,  provided  such  appointed
Director is otherwise qualified to be a member of such committee. All committees
may have non-voting advisory members.

         Section 2.  Powers.  The  committees,  to the extent  provided by these
Bylaws or by  resolution  of the  Board,  may  exercise  all powers of the Board
between Board meetings except the power to vote themselves  compensation,  amend
the Bylaws,  authorize or declare dividends on stock,  issue stock other than in
accordance  with  Section  2-411(b) of the  Maryland  General  Corporation  Law,
recommend  to  stockholders  any action  requiring  stockholders'  approval,  or
approve  any  merger  or  share  exchange  which  does not  require  stockholder
approval.
         Section 3.  Procedure.  Committees  may meet at any time upon notice by
any means to all members, and such notice may be waived. Meetings may be held by
telephone, and a majority of the entire committee shall constitute a quorum. The
action of a majority of the members of a committee present at a meeting at which
a quorum is present is the action of the committee. In the absence of a meeting,
any resolution signed by all members of a committee shall be valid.

                                   ARTICLE VI
                                    Officers

         Section 1. Elected,  Executive and Appointed Officers.  The officers of
the corporation shall include the Chief Executive  Officer,  the President,  the
Secretary,  and the Treasurer, and may include the Chairman and one or more vice
chairman  of the  Board,  one or more  executive  vice  presidents,  one or more
component  presidents,  one or more  senior  vice  presidents,  one or more vice
presidents,  a chief financial  officer,  a general counsel,  a chief accounting
officer,  a chief  communications  officer,  a chief human resources  officer, a
chief business  development  officer, a head of Washington Office operations,  a
tax officer, and one or more assistant vice presidents,  assistant  secretaries,
and assistant treasurers (hereinafter referred to as Officers).  Any two offices
may be held by the same  person  except the  President  may not at the same time
also be any form of vice president,  secretary, treasurer or accounting officer.
The Board shall elect the Chief Executive Officer;  President;  chief officer of
Douglas Aircraft Company,  McDonnell Douglas  Aerospace,  and Military Transport
Aircraft;  chief  financial,  accounting,  communications,  human  resources and
business  development  officers,  head of Washington Office operations;  general
counsel; treasurer; and secretary (hereinafter referred to as Elected Officers).

<PAGE>

If the Board  determines  that the  Chairman  or any vice  chairman of the Board
shall be an officer of the  corporation,  the Board  shall elect such person and
that person shall be an Elected Officer. Either the Board or the Chief Executive
Officer may appoint any other vice  president in charge of a principal  business
unit, division or corporate-wide function (such as sales, administration, law or
finance), and any other persons who perform similar policy-making  functions for
the  corporation  who are  not  Elected  Officers  (hereinafter  referred  to as
Executive Officers). Either the Board or the Chief Executive Officer may appoint
any other Officers  (Officers other than Elected Officers or Executive  Officers
hereinafter referred to as Appointed Officers).

         Section 2. Service on Board; Removal; Vacancies. The Chairman, the vice
chairmen of the Board, if any, the Chief  Executive  Officer and, if such person
is not also the Chief Executive Officer,  the President,  shall each be a member
of the Board.  Any  Officer  may be a member of the Board.  Any  Officer  may be
removed as an officer  at any time by the Board in the manner  provided  by law.
Any Executive  Officer or Appointed  Officer may be removed as an officer at any
time by either the Board or the Chief  Executive  Officer.  A vacancy  among the
Elected  Officers  shall be filled by the Board.  A vacancy  among the Executive
Officers or Appointed  Officers shall be filled by either the Board or the Chief
Executive Officer.

         Section 3. Authority and Duties.  The Officers of the corporation shall
have the authority and shall perform the duties in the  management of the assets
and affairs of the  corporation  as provided in these Bylaws and  determined  by
resolutions of the Board not inconsistent therewith.

         Section 4.  Compensation.  The compensation of all Elected Officers and
Executive  Officers shall be fixed by the Board or the  Management  Compensation
and Succession  Committee.  The compensation of the Appointed  Officers shall be
fixed by the Board, the Management Compensation and Succession Committee, or the
Chief Executive Officer.

         Section 5.  Chairman.  The Chairman  shall lead the Board in fulfilling
its responsibilities as set forth in Section 1 of Article IV and shall also have
such other powers and perform such other duties as may be assigned by the Board.

     Section 6. Vice Chairmen. Each vice chairman of the Board shall, subject to
the power of the Board,  be  accountable  to the Chairman and shall perform such
duties  as may be  assigned  by the  Board or the  Chairman.

     Section 7. Chief  Executive  Officer.  The Chief  Executive  Officer shall,
subject to the power of the Board,  be the senior officer of the corporation and
shall have general executive  responsibility for the conduct of the business and
affairs of the corporation,  including  responsibility for the implementation of
policies of the  corporation  as  determined by the Board.  The Chief  Executive
Officer  shall also have such other  powers and perform such other duties as may
be assigned by the Board.

     Section 8.  President.  The  President  shall,  subject to the power of the
Board, be accountable to the Chief Executive  Officer.  The President shall have
such powers and perform such duties as may be assigned by the Board or the Chief
Executive  Officer.  For the period of any  absence or  disability  of the Chief
Executive  Officer,  the President shall perform the duties and,  subject to the
Bylaws, exercise the powers of the Chief Executive Officer.
<PAGE>

     Section 9. Other Officers.  The other Elected Officers,  Executive Officers
and the  Appointed  Officers  shall have the general  powers and duties  usually
vested in his or her respective  office,  and shall perform such other duties as
may be prescribed by the Board, the Chief Executive Officer, or the President.


                                   ARTICLE VII

                                      Stock
         Section 1.  Transfer.  Transfer  of stock shall be made on the books of
the  corporation  only by the person  named in the  certificate  or by attorney,
lawfully constituted in writing, and upon surrender of the certificate therefor.
Certificates  of stock may be  issued  when  bearing  the  manual  or  facsimile
signature of both (1) the Chairman, the President or a vice president elected by
the  Board  of  Directors,  and  (2) the  Secretary,  any  assistant  secretary,
Treasurer,  or any assistant  treasurer.  If any Officer  whose duly  authorized
signature  or a  facsimile  thereof  appears on blank stock  certificates  dies,
resigns  or is  removed  prior  to  issuance  of  such  certificates,  they  may
nevertheless be issued or registered as certificates of stock of the corporation
and shall be valid for all purposes.

         Section 2. Closing of Stock Transfer Books. The Board may fix the time,
not  exceeding 90 days  preceding the date of any meeting of  stockholders,  any
dividend payment date or any date for the allotment of rights,  during which the
books of the corporation  shall be closed against transfers of stock. In lieu of
closing the books against transfers of stock, as aforesaid,  the Board may fix a
date,  not exceeding 90 days  preceding the date of any meeting of  stockholders
(and otherwise  subject to Article III, Section 3(b)), any dividend payment date
or any date for the allotment of rights,  as a record date for the determination
of the  stockholders  entitled  to  notice  of and to vote at such  meeting,  or
entitled  to  receive  such  dividends  or rights  as the case may be;  and only
stockholders  of record on such date shall be  entitled to notice of and to vote
at such meeting, or to receive such dividends or rights, as the case may be.

         Section 3. Replacement  Certificates.  The Board may direct a new stock
certificate be issued in place of any certificate  theretofore  issued which are
alleged to have been lost,  stolen or destroyed  upon the making of an affidavit
of that  fact by the  person  claiming  the  certificate  to be lost,  stolen or
destroyed.  When authorizing such issue of a new certificate,  the Board may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner  of such  lost,  stolen  or  destroyed  certificate,  or his or her  legal
representative,  to give the  corporation a bond in such sum as it may direct as
indemnity  against  any claim  that may be made  against  the  corporation  with
respect to the certificate alleged to have been lost or destroyed. The Board may
delegate to any Officer or Officers of the  corporation  the  authority to issue
such new certificate or certificates  and the approval of the form and amount of
such indemnity bond and the surety thereon.


<PAGE>

                                  ARTICLE VIII
                     Authorization of Corporate Commitments

         Section 1. Board Approval.  Transactions requiring Board approval under
Maryland law, the annual budget for purchase of capital  facilities,  the annual
capital  facilities  lease  budget,  maximum  amounts  of long  and  short  term
borrowings,  and  authority  to  proceed  with new  product  programs  and other
programs or  transactions  committing  the  corporation  to  financial  exposure
exceeding  limits of authority  delegated to the Chief Executive  Officer by the
Board, shall be submitted for Board review and approval.


         Section 2. Commitment by Chief Executive  Officer.  The Chief Executive
Officer can commit the corporation in all  transactions the approval of which is
not reserved to the Board in Section 1 above.  The Chief  Executive  Officer may
delegate his or her authority to other Officers or employees in writing, with or
without  restrictions  and with or  without  authority  to  redelegate  to other
employees.  Authority to approve transactions or commit the corporation includes
authority to execute necessary and appropriate documents relative thereto.

         Section 3. Designation by Chief Executive Officer.  The Chief Executive
Officer may designate one or more Officers or employees,  or their designees, to
sign checks,  drafts,  bills of exchange,  promissory  notes or other  documents
relative to any borrowing,  commercial  paper,  guarantees of  indebtedness,  or
demands  for money of the  corporation  and no such  instrument  shall be issued
unless so signed.

                                   ARTICLE IX
                   Limitation of Liability and Indemnification

         Section 1. No Director or Officer of the corporation shall be liable to
the corporation or its shareholders for money damages, except to the extent such
limitation of liability  for  Directors or Officers,  as the case may be, is not
permitted under the Maryland General  Corporation Law, as the same exists or may
hereafter be amended.  Any repeal or modification of the foregoing provisions of
this Section 1 of Article IX shall not adversely  affect any right or protection
of a Director or Officer of the corporation  existing  hereunder with respect to
any  act or  omission  occurring  prior  to or at the  time of  such  repeal  or
modification.

         Section  2. The  corporation  shall  indemnify,  and  advance  expenses
(without a determination of entitlement to indemnification)  to, each person who
at any  time  is or has  served  as a  Director  of the  corporation  (including
Directors  who also serve or have  served as  Officers  of the  corporation)  in
connection with any threatened,  pending or completed action, suit or proceeding
(whether civil, criminal,  administrative, or investigative) arising out of such
person's  service  to  the  corporation  or  to  another   organization  at  the
corporation's  request  except with respect to any action,  suit,  or proceeding
brought  by  such  person  against  the   corporation  or  to  the  extent  such
indemnification is expressly prohibited by the Maryland General Corporation Law,
as the same exists or may hereafter be amended. The indemnification  provided by
this  Section 2 of Article IX shall not be deemed  exclusive of any other rights
to which the Director  may be entitled  under any  statute,  agreement,  vote of
shareholders or disinterested Directors or otherwise.


<PAGE>

         Section 3. With respect to Officers and other persons who serve or have
served  the  corporation,  the  corporation  shall  provide  indemnification  as
required by law and may, as authorized at any time by general or specific action
of the Board,  provide further  indemnification  and advance expenses (without a
determination  of  entitlement  to   indemnification)  in  connection  with  any
threatened,  pending or completed  action,  suit or proceeding  (whether  civil,
criminal,  administrative or investigative) arising out of such persons' service
to the  corporation  or to another  organization  at the  corporation's  request
except with respect to any action,  suit, or  proceeding  brought by such person
against the  corporation  or to the extent  such  indemnification  is  expressly
prohibited by the Maryland  General  Corporation  Law, as the same exists or may
hereafter be amended. The indemnification  provided by this Section 3 of Article
IX shall not be deemed  exclusive  of any other  rights to which the  Officer or
other person may be entitled under any statute,  agreement, vote of shareholders
or disinterested Directors or otherwise.

     Section 4.  Notice.  Any  indemnification  of, or advance of expenses to, a
Director arising out of a proceeding by or in the right of the corporation shall
be  reported  to the  stockholders  with the  notice  of the next  stockholders'
meeting or prior to the meeting.

                                    ARTICLE X
                                   Amendments

     The Board  shall  have the  exclusive  power to make,  alter and repeal the
Bylaws;  provided,  however,  that any amendment to the 80% vote requirements in
Article IV, Section 2, must be approved by an affirmative  vote of not less than
80% of the entire Board.