AMENDED BY-LAWS
                               OF
               MAUI LAND & PINEAPPLE COMPANY, INC.
                    (AS OF FEBRUARY 26, 1988)
                     (AS OF MARCH 29, 1999)
                                
                            ARTICLE I
                     PRINCIPAL OFFICE; SEAL
          SECTION 1.  Principal Office.  The principal office of
the Company shall be in Kahului, Maui, Hawaii; there may be such
subordinate or branch offices in such place or places within
Hawaii or elsewhere as may be considered necessary or requisite
by the Board of Directors to transact the business of the
corporation, such subordinate or branch offices to be in charge
of such person or persons as may be appointed by the Board of
Directors.
          SECTION 2.  Seal.  The corporation shall have a
corporate seal (and one or more duplicates thereof) of such form
and device as the Board of Directors shall determine.

                           ARTICLE II
                          STOCKHOLDERS
          SECTION 1.  Annual Meetings.  The annual meeting of the
stockholders of the corporation shall be held on such day during
the first six months following the end of the fiscal year of the
corporation or calendar year if the same be used as the
accounting period of the corporation as the Board of Directors or
the President may determine.  The annual meeting shall be a
general meeting and at such meeting any business within the
powers of the corporation may be transacted without special
notice of such business, except as may be required by law, by the
Articles of Association, or by these Bylaws (including without
limitation Section 7 of this Article II).  To the extent
permitted by law, meetings of stockholders may be held at such
place within or without the State of Hawaii.
          SECTION 2.  Special Meetings.  Special meetings of the
stockholders may be held at any time.  Such meetings shall be
held upon the call of the President or of any two directors or of
the holders of not less than one-fourth of the capital stock of
the Company issued and outstanding and entitled to vote at such
special meeting.  At any special meeting, only such business
shall be transacted as is specified in the notice given of such
meeting.
          SECTION 3.  Notices of Meetings.  Notices of every
meeting of stockholders, whether annual or special, shall state
the place, day and hour of the meeting, whether it is annual or
special, and in the case of any meeting shall state briefly the
business proposed to be transacted thereat.  Such notice shall be
given by mailing a written or printed copy thereof, postage
prepaid, in the case of an annual meeting at least twenty days
before the date assigned for the meeting, and in the case of a
special meeting at least twenty days before the date assigned for
the meeting, to each stockholder entitled to vote at such meeting
at his address as it appears on the transfer books of the
corporation.  Upon notice being given in accordance with the
provisions hereof, the failure of any stockholder to receive
actual notice of any meeting shall not in any way invalidate the
meeting or the proceedings thereat.
          SECTION 4.  Quorum.  At all meetings of stockholders
the presence in person or by proxy of stockholders owning a
majority of all of the shares of stock issued and outstanding and
entitled to vote at said meeting shall constitute a quorum, and
the action of the holders of a majority of the shares of stock
present or represented at any meeting at which a quorum is
present shall be valid and binding upon the corporation and its
stockholders, except as otherwise provided by law, by the
Articles of Association or by these Bylaws.  Once a quorum is
established at a meeting, it shall not be broken by the absence
or withdrawal of one or more stockholders before the meeting is
adjourned.
          SECTION 5.  Voting, Proxies.
     (a)  At any meeting of the stockholders, each stockholder,
except where otherwise provided by the clauses and terms
applicable to the stock held by such stockholder, shall be
entitled to vote in person or by proxy and shall have one vote
for each share of voting stock registered in his name at the
close of business on the day preceding the date of such meeting
or on such record date as may be fixed by the Board of Directors.
In the case of an adjourned meeting, unless otherwise provided by
the Board of Directors, the record date for the purpose of voting
at such adjourned meeting shall be the day preceding the date of
the adjourned meeting.  When voting stock is transferred into the
name of a pledgee under a pledge agreement, the pledgor shall
have the right to vote such stock unless prior to the meeting the
pledgee or his authorized representative shall file with the
Secretary written authorization from the pledgor authorizing such
pledgee to vote such stock.  An executor, administrator, guardian
or trustee may vote stock of the corporation held by him in such
capacity at all meetings, in person or by proxy, whether or not
such stock shall have been transferred into his name on the books
of the corporation, but if such stock shall not have been so
transferred he shall, if requested as a prerequisite to so
voting, file with the Secretary a certified copy of his letters
of appointment as such executor, administrator or guardian, or
evidence of his appointment or authority as such trustee.  If
there be two or more executors, administrators, guardians or
trustees, all or a majority of them may vote the stock in person
or by proxy.  Stock held in the names of two or more persons as
tenants in common or joint tenants may be voted by any one of
them unless protested by the other or others.  The survivor(s) of
a joint tenancy or tenants by the entirety may vote such stock
without the necessity of indicating such survivorship.
     (b)  The instrument appointing a proxy shall be in writing,
signed by the appointer or his duly authorized agent in
handwriting or by rubber stamp, and filed with the Secretary.  A
proxy that is regular on its face and apparently executed by the
stockholder entitled to vote (including a proxy with an illegible
signature) shall be presumed to be authentic and genuine, unless
the corporation shall receive evidence to the contrary.  Proxies
for stock owned by two or more persons named as tenants in common
or as joint tenants shall be valid if signed by one or two
persons.  Proxies for stock in the name of corporations,
partnerships, nominees or brokers shall be valid if signed with
the name of the corporation, partnership, nominee or broker,
either in handwriting or by rubber stamp and without requiring
the signature of an officer or agent.  Minor variations between
signatures and the name of the appointer as it appears upon the
stock books of the corporation or, in the case of a corporation,
failure to affix the corporate seal, shall not invalidate the
proxy.  If a proxy is appointed by cable, telegram, telex,
radiogram or other electronic message, the typewritten signature
of the appointer shall be sufficient for a valid proxy.  A proxy
executed by a third party as agent or attorney-in-fact for a
stockholder shall be presumed valid unless the corporation should
receive evidence to the contrary.  A proxy executed by a married
woman shall be presumed to be authentic and genuine if the
corporation's record of stock ownership shows such stock in her
maiden name and if there is a connecting feature in the execution
and signature.  Unless expressly limited by its terms, every
instrument appointing a proxy shall continue in full force and
effect until a written revocation thereof shall be filed with the
Secretary.
     (c)  Stockholders shall have no right to elect directors by
cumulative voting.
          SECTION 6.  Adjournment.  Any meeting of stockholders,
whether annual or special, and whether a quorum be present or
not, may be adjourned from time to time by the Chairman thereof
with the consent of the holders of a majority of all of the
shares of stock present or represented at such meeting and
entitled to vote thereat without notice other than the
announcement at such meeting.  At any such adjourned meeting at
which a quorum shall be present, any business may be transacted
that might have been transacted at the original meeting as
originally called and noticed.
          SECTION 7.  Action at Meetings of Stockholders.  No
business may be transacted at an annual meeting of stockholders
other than business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction
of the Board of Directors; (b) otherwise properly brought before
the annual meeting by or at the direction of the Board of
Directors; or (c) otherwise properly brought before the annual
meeting by any stockholder of the corporation (i) who is a
stockholder of record on the date of the giving of the notice
provided for in this Section 7 and on the record date for the
determination of stockholders entitled to vote at such annual
meeting and (ii) who complies with the notice procedures set
forth in this Section 7.
     In addition to any other applicable requirements for
business properly to be brought before an annual meeting by a
stockholder, such stockholder must have given timely notice
thereof in proper written form to the Chairman of the Board, if
any, the President or the Secretary of the corporation.
     To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the
corporation not less than ninety (90) days nor more than one
hundred twenty (120) days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting is called for
a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely
must be so received not later than the close of business on the
tenth (10th) day following the day on which the notice of the
annual meeting is first mailed by the corporation or on which the
corporation makes public disclosure of the date of the annual
meeting, whichever first occurs; and provided further that, in
the case of the 1999 annual meeting of stockholders, any such
notice shall be timely if received by the close of business on
the later of (i) the tenth (10th) day following the date on which
the corporation's proxy statement for the 1999 annual meeting is
first mailed to stockholders or (ii) April 12, 1999.
     To be in proper written form, a stockholder's notice must
set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name
and record address of such stockholder, (iii) the class or series
and number of shares of capital stock of the corporation that are
owned by such stockholder (x) beneficially and (y) of record,
(iv) a description of all arrangements or understandings between
such stockholder and any other person or persons (including their
names) in connection with the proposal of such business by such
stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends
to appear in person or by proxy at the annual meeting to bring
such business before the meeting.
     No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section 7,
provided, however, that once business has been brought properly
before the annual meeting in accordance with such procedures,
nothing in this Section 7 shall be deemed to preclude discussion
by any stockholder of any such business.
     The business transacted at any special meeting of
stockholders shall be confined to the business stated in the
notice of meeting.
     Notwithstanding the foregoing provisions of this Section 7,
a stockholder also shall comply with all applicable requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder, with
respect to the matters set forth in this Section 7.  Nothing in
this Section 7 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.

                          ARTICLE III
                       BOARD OF DIRECTORS
          SECTION 1.  Number and Term of Office; Qualifications.
     (a)  The Board of Directors shall be divided into three
classes, to consist of two members in each class, and each class
shall hold office for a period of three years.  The first class
shall consist of those directors elected at the 1979 Annual
Meeting.  The second class shall consist of two directors elected
at the 1980 Annual Meeting for a term of three years.  The third
class shall consist of two directors to be elected at the 1981
Annual Meeting for a term of three years.  The directors, except
as otherwise in these By-laws provided, shall hold office for a
three-year term after their election and until their respective
successors shall have been elected.  Until the election and
installation of the third class of directors at the 1981 Annual
Meeting, the Board of Directors shall be composed of four
directors, being the two directors elected at the 1979 Annual
Meeting and the two directors elected at the 1980 Annual Meeting.
     (b)  To the extent required by law, not less than one member
of the Board of Directors shall be a resident of the State of
Hawaii.  Whenever for any reason not less than one member of the
Board of Directors is a resident of the State of Hawaii, the
Board shall have no power to act in any manner, except the power
to act under Section 6 of this Article to have at least one
member as a resident of the State of Hawaii.
     (c)  No person shall be eligible to be elected as a director
who has attained his seventieth (70th) birthday at the time of
election, but the directors of a corporation may create
exceptions to this requirement by resolution, including but not
limited to "Directors Emeritus."  The Board of Directors may, at
any meeting, appoint one or more "Directors Emeritus" in
recognition of the past contributions of such persons or their
spouses to the corporation or for other appropriate reasons.  A
Director Emeritus will be eligible to attend all meetings of the
Board of Directors, to have his or her expenses paid and to
receive meeting fees (though not any annual retainer), but shall
not be eligible to vote and shall not be counted as part of the
quorum at any such meeting.
     (d)  Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors
of the corporation.  Nominations of persons for election to the
Board of Directors may be made at any annual meeting of
stockholders or at any special meeting of stockholders called for
the purpose of electing directors (a) by or on behalf of the
Board of Directors or (b) by any stockholder of the corporation
(i) who is a stockholder of record on the date of the giving of
the notice provided for in this Section 1(d) and on the record
date for the determination of stockholders entitled to vote at
such meeting and (ii) who complies with the notice procedures set
forth in this Section 1(d).
     In addition to any other applicable requirements for a
nomination to be made by a stockholder, such stockholder must
have given timely notice thereof in proper written form to the
Chairman of the Board, if any, the President or the Secretary of
the corporation.
     To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the
corporation (i) in the case of an annual meeting, not less than
ninety (90) days nor more than one hundred twenty (120) days
prior to the anniversary date of the immediately preceding annual
meeting of stockholders, provided, however, that in the event the
annual meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the
day on which the notice of the annual meeting is first mailed by
the corporation or on which the corporation makes public
disclosure of the date of the annual meeting, whichever first
occurs; and (ii) in the case of a special meeting of stockholders
called for the purpose of electing directors, not later than the
close of business on the tenth (10th) day following the day on
which a notice of the date of the special meeting is first mailed
by the corporation or on which the corporation makes public
disclosure of the date of the special meeting, whichever first
occurs.  Notwithstanding the preceding sentence, a stockholder's
notice concerning nominations of directors to be elected at the
1999 annual meeting shall be timely if received by the close of
business on the later of (i) the tenth day following the date on
which the corporation's proxy statement for the 1999 annual
meeting is first mailed to stockholders or (ii) April 12, 1999.
     To be in proper written form, a stockholder's notice must
set forth (i) as to each person whom the stockholder proposes to
nominate for election as a director (a) the name, age, business
address and residence address of the person, (b) the principal
occupation or employment of the person, (c) the class or series
and number of shares of capital stock of the corporation that are
owned by the person (x) beneficially and (y) of record, and (d)
any other information relating to the person that would be
required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange
Act and the rules and regulations promulgated thereunder; and
(ii) as to the stockholder giving the notice (a) the name and
record address of such stockholder, (b) the class or series and
number of shares of capital stock of the corporation that are
owned by such stockholder (x) beneficially and (y) of record, (c)
a description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or
persons (including their names) pursuant to which the
nomination(s) are to be made by such stockholder, (d) a
representation that such stockholder intends to appear in person
or by proxy at the meeting to nominate the persons named in its
notice and (e) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder.  Such notice must be accompanied by a
written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected.
     No person shall be eligible for election as a director of
the corporation unless nominated in accordance with the
procedures set forth in this Section 1(d), and unless such person
satisfies (if applicable) the requirements of Section 1(e) of
this Article III.
     (e)  No person shall be eligible for election to the class
of directors to be elected in the year 2000 and each third year
thereafter unless such person is an "independent director" within
the meaning of Section 121 of the Listing Standards, Policies and
Requirements of the American Stock Exchange LLC (or any successor
provision).
          SECTION 2.  Removal of Directors.  Any director may be
removed from office with or without cause at any time and another
person may be elected in his place to serve for the remainder of
his term at any special meeting of stockholders called for that
purpose by the affirmative vote of the holders of a majority of
all of the shares of capital stock of the corporation outstanding
and entitled to vote.  In case any vacancy so created shall not
be filled by the stockholders at such meeting, such vacancy shall
be filled by the Board of Directors.
          SECTION 3.  Chairman.  The Board may appoint from among
its members a Chairman who shall preside at all meetings and
serve during the pleasure of the Board.
          SECTION 4.  Registration, Meetings, Notice.
     (a)  Each director shall, upon election to such office,
register with the corporation his mailing address.
     (b)  The Board of Directors shall, without any notice being
given, hold a meeting for the purpose of organization as soon as
may be practicable after each annual meeting of stockholders.
     (c)  The Board of Directors may in its discretion schedule
regular meetings of the Board to be held at a stated time and
place and no notice, written or otherwise, of such meeting shall
be required.  The Board of Directors may in its discretion alter
the time and place for such regular meetings from time to time.
     (d)  Special meetings of the Board of Directors may be
called by the Chairman of the Board of Directors or, in the
absence of the Chairman or if no Chairman shall have been
appointed, at the call of the President and, in any case, at the
call of any two directors.
     (e)  The Secretary shall give notice of every special
meeting of the Board of Directors orally or by cabling or
delivering a copy of the same to each director at his registered
mailing address not less than forty-eight hours prior to any such
meeting.  Such notice shall constitute full legal notice of any
special meeting, whether actually received or not and whether any
director concerned resides in Honolulu or not.  No special
meeting and no business transacted at any such meeting shall be
invalidated or in any way affected by the failure of any director
to receive actual notice of any such meeting.
     (f)  Any director may expressly, in writing or otherwise,
waive notice of any meeting.  At any meeting, the presence of a
director shall be equivalent to the waiver of the giving of
notice of said meeting to said director.
     (g)  To the extent permitted by law, any action required or
permitted to be taken at any meeting of the directors or of a
committee of the directors may be taken without a meeting if all
of the directors or all of the members of the committee, as the
case may be, sign a written consent or written consents setting
forth the action taken or to be taken at any time before or after
the intended effective date of such action.  Such consent or
consents shall be filed with the minutes of directors' meetings
or committee meetings, as the case may be, and shall have the
same effect as a unanimous vote.
     (h)  To the extent permitted by law, members of the Board of
Directors or of a committee of the Board of Directors may
participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other, and participating in a meeting pursuant to this section
shall constitute presence in person at such meeting.
          SECTION 5.  Quorum, Adjournment.  A majority of the
Board of Directors shall constitute a quorum for the transaction
of any business.  Any act or business must receive the approval
of a majority of such quorum unless otherwise provided by law,
the Articles of Association or these Bylaws.  A quorum, once
established, shall not be broken by the absence or withdrawal of
one or more directors before the meeting is adjourned.  The
Chairman or a majority of the directors present may adjourn the
meeting from time to time without further notice.
          SECTION 6.  Permanent Vacancies.  If any permanent
vacancy shall occur in the Board of Directors through death,
resignation, removal or other cause, the remaining director or
directors, whether or not a majority of the whole Board, by the
affirmative vote of a majority of the remaining director or
directors, may elect a successor director to hold office for the
unexpired portion of the term of the director whose place shall
be vacant.
          SECTION 7.  Temporary Vacancies, Substitute Directors.
If any temporary vacancy shall occur in the Board of Directors
through the absence of any director from the State of Hawaii or
the sickness or disability of any director, the remaining
director or directors, whether constituting a majority or a
minority of the whole Board, may by the affirmative vote of a
majority of such remaining director or directors appoint some
person as a substitute director who shall be a director during
such absence, sickness or disability and until such director
shall return to duty or the office of such director shall become
permanently vacant.  The determination of the Board of Directors,
as shown on the minutes, of the fact of such absence, sickness or
disability shall be conclusive as to all persons and to the
corporation.
          SECTION 8.  Expenses and Fees.  By resolution of the
Board of Directors, expenses of attendance, if any, and a
director's fee in such amount as the Board of Directors shall
from time to time determine, may be allowed for attendance at
each meeting of the Board and of each meeting of any committee
created by the Board, provided that nothing herein contained
shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation
therefor.
          SECTION 9.  Executive Committee.  The Board of
Directors, by vote of a majority of the Board, may at its
discretion appoint or elect an Executive Committee of not less
than two members from its own number who shall have charge of the
management of the business and affairs of the corporation in the
interim between meetings of the Board of Directors and may
exercise all powers of that body during such interim, but shall
at all times be subject to any instructions issued by the Board
of Directors.  The Executive Committee may make its own rules of
procedure.  The Board of Directors, by vote of a majority of the
Board, may at its discretion appoint or elect from its own number
one or more alternate members of the Executive Committee who may
be alternates for designated members of the Executive Committee
or alternates at large or both.  Any alternate member of the
Executive Committee who is an alternate for a designated member
shall be and act as a member of the Executive Committee at any
meeting from which the designated member is absent and any
alternate at large shall be and act as a member of the Committee
at any meeting from which any member of the Committee for whom an
alternate has not been designated may be absent.
     Such Executive Committee shall make a report of its acts and
transactions at the next meeting of the Board of Directors.
Vacancies occurring in such Committee or among the alternates for
members of such Committee may be filled only by vote of the
majority of the Board of Directors, but shall only be filled by a
director of the corporation.  The acts of the majority of the
Executive Committee of the Board shall be effective in all
respects as the acts of such Committee and such Committee may act
by a writing signed by all of its members, other than alternates,
without a meeting being held.
          SECTION 10.  Audit Committee.  The Chairman of the
Board of Directors shall have the power, subject to confirmation
by the affirmative vote of the majority of the whole Board, to
appoint an Audit Committee of not less than three members, one of
whom must be a member of the Board of Directors.  The Audit
Committee shall serve as an independent check on the reliability
of the Company's financial controls and its financial reporting,
and shall review the work of the independent auditors.  The Audit
Committee may make its own rules of procedure and shall report to
the Board of Directors.
          SECTION 11.  Other Committees.  The Chairman of the
Board of Directors shall have the power, subject to confirmation
by the affirmative vote of the majority of the whole Board, to
appoint any other committees and such committees shall have and
may exercise such powers as shall be authorized by the Board of
Directors.  Such committees may be composed of members who are
not members of the Board of Directors.  Such committees may make
their own rules of procedure and shall report to the Board of
Directors.

                           ARTICLE IV
                            OFFICERS
          SECTION 1.  Officers Generally.  The officers of the
corporation shall be a Chairman of the Board, if appointed by the
Board of Directors; a Vice Chairman of the Board, if appointed by
the Board of Directors; a President; one or more Vice Presidents,
some of whom may be designated as Executive Vice Presidents,
Financial Vice Presidents, Senior Vice Presidents or Group Vice
Presidents; a Treasurer; a Controller; a Secretary; Assistant
Vice Presidents, Assistant Secretaries and Assistant Treasurers
as the Board of Directors shall from time to time determine; and
such other officers as the Board of Directors shall from time to
time determine.  In addition, the Board of Directors, by vote of
a majority of the Board, may designate which of the Chairman of
the Board, if appointed by the Board of Directors, or the
President shall be the Chief Executive Officer of the
corporation.  The Chief Executive Officer so designated shall
have such power and authority and perform such duties as set
forth below and as the Board may from time to time assign to him.
The Board of Directors, by vote of a majority of the Board, may
designate which of the Chairman of the Board, if appointed by the
Board of Directors, the President or any Vice President shall be
the Chief Operating Officer.  The Chief Operating Officer so
designated shall have such power and authority and perform such
duties as set forth below and as the Board may from time to time
assign to him.  The officers shall be appointed by the Board of
Directors and shall hold office thereafter until their successors
shall be duly appointed and qualified.  The number of Vice
Presidents may be changed from time to time by the Board of
Directors at any meeting or meetings thereof and, if increased at
any time, such additional Vice Presidents shall be appointed by
the Board of Directors.  The offices of Chairman of the Board of
Directors and Vice Chairman of the Board of Directors shall be
filled from among the members of the Board of Directors, but no
other officer need be a director.  Any two or more of the offices
of Vice President, Secretary, Treasurer and Controller may be
held by the same person or each of such offices may be held by
separate persons.
          SECTION 2.  Vacancies.  Vacancies which may occur in
any office shall be filled by appointment by the Chief Executive
Officer, if designated, or the President or Board of Directors
for the remainder of the term of such office.
     In case of temporary disability of any officer, the Chief
Executive Officer, if designated, or the President or Board of
Directors may appoint a temporary officer to serve during such
absence or disability.
          SECTION 3.  Removals.  Any officer, for or without
cause, may be removed from office at any time at a meeting
specially called for that purpose by the affirmative vote of not
less than two-thirds of the total voting power represented by the
stock then entitled to vote, except insofar as such removal would
be contrary to law.
     The Board of Directors of the corporation may at any time
remove from office or discharge from employment for or without
cause any officer, manager, subordinate officer, agent or
employee appointed by it or by any person under authority
delegated to it, except insofar as such removal would be contrary
to law.
          SECTION 4.  Chairman of the Board.  Whenever there
shall be a Chairman of the Board of Directors, he shall preside
at all meetings of the stockholders and of the Board of Directors
and shall have such powers and perform such other duties as may
be assigned to him from time to time by the Board of Directors.
          SECTION 5.  Vice Chairman of the Board.  Whenever there
shall be a Vice Chairman of the Board of Directors, he shall
preside at all meetings of the stockholders and of the Board of
Directors should the Chairman of the Board of Directors be absent
and he shall have such powers and perform such other duties as
may be assigned to him from time to time by the Board of
Directors.
          SECTION 6.  Chief Executive Officer.  If a Chief
Executive Officer is designated by the Board of Directors, he
shall have and exercise, subject to the directions and control of
the Board, the general management, supervision and direction over
all of the property, business and affairs of the corporation,
prescribe the duties of the managers of all branch offices,
appoint heads of departments and exercise such other powers and
perform such other duties as the Board may from time to time
confer on him.  He shall at all times keep the Board of Directors
fully advised as to all of the corporation's business.
          SECTION 7.  Chief Operating Officer.  If a Chief
Operating Officer is designated by the Board of Directors, he
shall have and exercise, subject to the discretion and control of
the Chief Executive Officer, if designated, or the Board of
Directors, the day-to-day management, supervision and control of
all of the property, business and affairs of the corporation and
generally control the engagement, government and discharge of all
employees of the corporation and fix their duties and
compensation and exercise such other powers and perform such
other duties as the Board may from time to time confer on him.
He shall at all times keep the Chief Executive Officer, if
designated, or the Board of Directors fully advised as to all of
the corporation's business.
          SECTION 8.  President.  It shall be the duty of the
President in the absence of the Chairman of the Board and Vice
Chairman of the Board, if no Chairman of the Board or Vice
Chairman of the Board shall have been appointed, to preside at
all meetings of the stockholders and of the Board of Directors.
If no Chief Executive Officer and/or Chief Operating Officer
shall have been designated, then the President shall exercise
general supervision and direction of the business and affairs of
the corporation and its several officers, agents and employees,
subject, however, to the control of the Board of Directors, and
shall have power, unless otherwise determined by the Board of
Directors, to employ and discharge all branch, division and
department employees, agents and/or attorneys of the corporation
and fix their compensation.  The President shall also perform all
other duties that may be assigned to him from time to time by the
Board of Directors.
          SECTION 9.  Vice Presidents.  The Vice Presidents shall
assume and perform the duties of the President in the absence or
disability of the President or whenever the office of the
President is vacant, and shall perform such other duties as may
be assigned to them from time to time by the Board of Directors,
the Chief Executive Officer, the Chief Operating Officer or the
President.  The Executive Vice Presidents, in case such officers
are appointed, shall be first in order to perform the duties of
the President.
          SECTION 10.  Treasurer.  The Treasurer shall be the
financial officer of the corporation.  He shall have custody of
all moneys, shall keep the same for safekeeping in such
depositories as may be designated by the Board of Directors,
shall expand the funds of the corporation as directed by the
Board of Directors and take proper vouchers for such
expenditures, and shall perform such other duties as may be
assigned to him from time to time by the Board of Directors or by
the President.  If required to do so by the Board of Directors,
he shall give a bond in such amount and with such surety as may
be prescribed by the Board for the faithful discharge of his
duties.  In the absence or disability of the Treasurer, his
duties shall be performed by the Comptroller or by an Assistant
Treasurer.
          SECTION 11.  Secretary.  The Secretary shall have
custody of all valuable papers and documents of the corporation,
shall be ex-officio secretary of the Board of Directors and of
all standing committees, shall give or cause to be given all
required notices of meetings of the stockholders and directors,
shall record the proceedings of meetings of the stockholders,
directors and standing committees in a book or books to be kept
for that purpose, shall have charge and custody of the records
for the issue and transfer of shares of the capital stock of the
corporation, and shall perform such other duties as may be
assigned to him from time to time by the Board of Directors or by
the President.  He shall have custody of the seal of the
corporation.  In the absence or disability of the Secretary, his
duties shall be performed by the Treasurer or by an Assistant
Secretary.
          SECTION 12.  Controller.  The Controller, if there is
one, shall be the accounting officer of the corporation.  He
shall keep or cause to be kept a book or books setting forth a
true record of the receipts and expenditures, assets and
liabilities, losses and gains of the corporation, shall render
statements of the financial condition of the corporation when and
as required by the Board of Directors, and shall perform such
other duties as may be assigned to him from time to time by the
Board of Directors or by the President.  In the absence or
disability of the Controller, his duties shall be performed by
the Treasurer or by an Assistant Controller.
          SECTION 13.  Subordinate Officers.  The powers and
duties of the subordinate officers shall be as prescribed by the
Board of Directors.  In the absence or disability of the
Treasurer and Secretary, the Assistant Treasurer or the Assistant
Secretary may register and transfer stock of the corporation
under such regulations as may be prescribed by the Board of
Directors.
          SECTION 14.  Absence of Officers.  In the absence or
disability of the Chief Executive Officer, Chief Operating
Officer and President, the duties of the Chief Executive Officer,
Chief Operating Officer and President, other than the calling of
meetings of the stockholders and the Board of Directors, shall be
performed by the Executive Vice President and in his absence or
disability by such persons as may be designated for such purpose
by the Board of Directors.  In the absence or disability of the
Secretary and of the Assistant Secretary or Assistant
Secretaries, if more than one, or of the Treasurer and the
Assistant Treasurer or Assistant Treasurers, if more than one,
the duties of the Secretary or of the Treasurer, as the case may
be, shall be performed by such person or persons as may be
designated for such purpose by the Board of Directors.
          SECTION 15.  Auditor.  The Auditor shall be elected
annually by the stockholders, shall not be an officer of the
corporation and shall be an independent certified public
accountant.  The Auditor shall audit the books and accounts of
the corporation and shall certify his findings and report thereon
in writing to the stockholders at least annually, and shall make
such other audits and reports as the Board of Directors shall
determine from time to time.  The Auditor may be a person, co-
partnership or, if permitted by law, a corporation.  The Auditor
may be removed from office either with or without cause at any
time at a special meeting of the stockholders called for the
purpose, and any vacancy caused by such removal may be filled for
the balance of the unexpired term by the stockholders at a
special meeting called for the purpose.  In case of a vacancy in
the office of Auditor other than by removal, the vacancy may be
filled for the unexpired term by the Board of Directors or, if a
special meeting shall be held during the existence of such
vacancy, the vacancy may be filled at such special meeting of the
stockholders.

                            ARTICLE V
                    EXECUTION OF INSTRUMENTS
          SECTION 1.  Proper Officers.  Except as hereinafter
provided or as required by law, all checks, drafts, notes, bonds,
acceptances, deeds, leases, contracts, bills of exchange, orders
for the payment of money, licenses, endorsements, stock powers,
powers of attorney, proxies, waivers, consents, returns, reports,
applications, notices, mortgages and other instruments or
writings of any nature which require execution on behalf of the
corporation shall be signed by the President or a Vice President
and by the Secretary or the Treasurer or an Assistant Secretary
or an Assistant Treasurer, but no officer, though he may hold two
or more offices, shall sign any instrument in more than one
capacity, provided however that the Board of Directors may from
time to time authorize any such documents, instruments or
writings to be signed by such officers, agents or employees of
the corporation, or any one of them, in such manner as the Board
of Directors may determine.
          SECTION 2.  Facsimile Signatures.  The Board of
Directors may from time to time by resolution provide for the
execution of any corporate instrument or document, including but
not limited to checks, warrants, drafts and other orders for the
payment of money by a mechanical device or machine or by the use
of facsimile signatures under such terms and conditions as shall
be set forth in any such resolution.

                           ARTICLE VI
               VOTING OF STOCK BY THE CORPORATION
          In all cases where the corporation owns, holds or
represents under power of attorney or by proxy or in any other
representative capacity shares of capital stock of any
corporation or shares or interests in business trusts, co-
partnerships or other associations, such shares or interests
shall be represented or voted in person or by proxy by the
President or, in his absence, by the Vice President or, if there
be more than one Vice President present, then by such Vice
President as the Board of Directors shall have designated as
Executive Vice President or, failing any such designation, by any
Vice President or, in the absence of any Vice President, by the
Treasurer or, in his absence, by the Secretary; provided,
however, that any person specifically appointed by the Board of
Directors for the purpose shall have the right and authority to
represent and vote such shares or interests with precedence over
all of the above named.

                           ARTICLE VII
                          CAPITAL STOCK
          SECTION 1.  Certificates of Stock.  The certificates of
stock of each class shall be in such form and of such device as
the Board of Directors may from time to time determine.  They
shall be signed by the President or a Vice President and by the
Treasurer or the Secretary or an Assistant Treasurer or Assistant
Secretary and shall bear the corporate seal, provided, however,
that the Board of Directors in its discretion may provide that
any certificate which shall be signed by a transfer agent or by a
registrar may be sealed with only the facsimile seal of the
corporation and may be signed with only the facsimile signatures
of the officers above designated.  In case any officer who has
signed or whose facsimile signature has been placed upon any
certificate shall have ceased to be such officer before such
certificate is issued, such certificate may, nevertheless, be
issued with the same effect as if such officer had not ceased to
be such at the date of its issue.  Certificates shall not be
issued for nor shall there be registered any transfer of any
fraction of a share.  In the event that fractional parts of or
interests in any share shall result in any manner from any action
by the stockholders or directors of the corporation, the
Treasurer may sell the aggregate of such fractional interests
under such reasonable terms and conditions as the Treasurer shall
determine, subject, however, to the control of the Board of
Directors, and distribute the proceeds thereof to the person or
persons entitled thereto.
          SECTION 2.  Holder of Record.  The corporation shall be
entitled to treat the person whose name appears on the stock
books of the corporation as the owner of any share as the
absolute owner thereof for all purposes and shall not be under
any obligation to recognize any trust or equity or equitable
claim to or interest in such share, whether or not the
corporation shall have actual or other notice thereof.
          SECTION 3.  Transfer of Stock.  Transfer of stock may
be made in any manner permitted by law, but no transfer shall be
valid, except between the parties thereto, until it shall have
been duly recorded in the stock books of the corporation and a
new certificate issued.  No transfer shall be entered in the
stock books of the corporation nor shall any new certificate be
issued until the old certificate, properly endorsed, shall be
surrendered and canceled.
          SECTION 4.  Closing of Transfer Books.  The Board of
Directors shall have power for any corporate purpose from time to
time to close the stock transfer books of the corporation for a
period not exceeding thirty consecutive business days, provided,
however, that in lieu of closing the stock transfer books
aforesaid the Board of Directors may fix a record date for the
payment of any dividend or for the allotment of rights or for the
effective date of any change, conversion or exchange of capital
stock or in connection with obtaining the consent of stockholders
in any matter requiring their consent or for the determination of
the stockholders entitled to notice of or to vote at any meeting
of stockholders and, in any such case, only such stockholders as
shall be stockholders of record on the record date so fixed shall
be entitled to the rights, benefits and privileges incident to
ownership of the shares of stock for which such record date has
been fixed, notwithstanding any transfer of stock on the books of
the corporation after such record date.
          SECTION 5.  Lost Certificates.  The Board of Directors
may, subject to such rules and regulations as it may adopt from
time to time, order a new certificate or certificates of stock to
be issued in the place of any certificate or certificates of
stock of the corporation alleged to have been lost or destroyed,
but in every such case the owner of the lost or destroyed
certificate or certificates shall be required to file with the
Board of Directors sworn evidence showing the facts connected
with such loss or destruction.  The Board of Directors may, in
its discretion, further require that a notice or notices shall be
published not less than once each week for three consecutive
weeks or for such other length of time as the Board of Directors
may provide in any special case in one or more newspapers of
general circulation, which notice shall describe the lost or
destroyed certificate, seek its recovery and warn all persons
against negotiating, transferring or accepting the same.  Unless
the Board of Directors shall otherwise direct, the owner of the
lost or destroyed certificate shall be required to give to the
corporation a bond or undertaking in such sum, in such form and
with such surety or sureties as the Board of Directors may
approve, to indemnify the corporation against any loss, damage or
liability that the corporation may incur by reason of the
issuance of a new certificate or certificates.  Nothing in this
section contained shall impair the right of the Board of
Directors, in its discretion, to refuse to replace any allegedly
lost or destroyed certificate, save upon the order of the court
having jurisdiction in the matter.

                          ARTICLE VIII
                            AMENDMENT
          These Bylaws may be altered, amended or repealed from
time to time by the vote of not less than two-thirds of all of
the directors of the corporation at any meeting of the Board of
Directors, subject to repeal or change by action of the
stockholders taken in accordance with this Article VIII.  The
Bylaws, or any provision thereof, may be repealed or changed by
action of the stockholders at a duly called and noticed annual or
special meeting if (i) one of the purposes of such meeting
expressly set forth in the notice therefor is to repeal or change
the Bylaws or any provision thereof, (ii) the notice or
accompanying proxy materials set forth with specificity the
repeal of or changes to the Bylaws or any provision thereof
proposed to be effectuated by action of the stockholders at the
annual or special meeting, (iii) the proposal to repeal or change
the Bylaws or any provision thereof complies with all other
requirements of the Bylaws (including without limitation Section
7 of Article II), and (iv) such proposal is approved by the
affirmative vote of the holders of at least a majority of the
corporation's outstanding common stock (except that any such
proposal that would repeal the Bylaws in their entirety, or
amend, add or delete any Bylaw provision concerning the number,
term of office or qualifications of directors, the nomination of
directors, the classification of the Board of Directors,
requirements for advance notice of matters to be brought before
any annual or special meeting, or this Article VIII, shall be
effective only if approved by the affirmative vote of the holders
of at least two-thirds of the corporation's outstanding common
stock).