Exhibit 3.1
                          AMENDED AND RESTATED BY-LAWS
                                       OF
                                   MAXXAM INC.

                             Amended March 30, 2000

                                    ARTICLE I
                                     OFFICES

         Section 1. Registered Office. The corporation shall maintain a
registered office in the State of Delaware as required by law.

         Section 2. Other Offices. The corporation may also have offices at
other places, within or without the State of Delaware, as the Board of Directors
may from time to time designate or the business of the corporation may require.

                                   ARTICLE II
                                  STOCKHOLDERS

         Section 1. Place of Meetings. All meetings of stockholders shall be
held at such places, either within or without the State of Delaware, as may be
fixed from time to time by the Board of Directors.

         Section 2. Annual Meeting. Annual meetings of stockholders shall be
held on such date during the month of May or June of each year, or such other
date as may be determined by the Board of Directors, and at such time as may be
fixed from time to time by the Board of Directors or any officer(s) designated
by the Board of Directors. At each annual meeting of stockholders, the
stockholders shall elect directors by a plurality vote, and may transact such
other business as may properly be brought before the meeting. The Board of
Directors acting by resolution may postpone and reschedule any previously
scheduled annual meeting of stockholders.

         Nominations of persons for election to the Board of Directors of the
corporation and the proposal of business to be considered by the stockholders
may be made at an annual meeting of stockholders (a) pursuant to the
corporation's notice of meeting, (b) by or at the direction of the Board of
Directors, or (c) by any stockholder of the corporation who was a stockholder of
record at the time of giving of notice, who is entitled to vote at the meeting
and who complied with the applicable notice procedures. The provisions governing
the required notice are set forth in (i) the Fifteenth paragraph of the
corporation's Restated Certificate of Incorporation for purposes of nominations
for directors, and (ii) this By-Law for purposes of proposal of other business.

         For business, other than nominations for directors, to be properly
brought before an annual meeting by a stockholder pursuant to clause (c) of the
foregoing paragraph of this By-Law, the stockholder must have given timely
notice thereof in writing to the Secretary of the corporation. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the corporation not less than 120 calendar days before the
first anniversary of the date of the corporation's proxy statement released to
the stockholders in connection with the previous year's annual meeting of
stockholders; 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
the anniversary date of the previous year's meeting, notice by the stockholder
to be timely must be so delivered not later than the 10th day following the day
on which public announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth, as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the nomination or
proposal is made as well as (i) the name and address of such stockholder, as
they appear on the corporation's books, and of such beneficial owner, if
applicable, and (ii) the class and number of shares of the corporation which are
owned beneficially and of record by such stockholder and such beneficial owner,
if applicable.

         In addition to the information required in the Fifteenth paragraph of
the corporation's Restated Certificate of Incorporation, any stockholder's
notice relating to nominations for directors shall set forth all information
relating to such person that is required to be disclosed in solicitation of
proxies for election of directors, or is otherwise required, in each case
pursuant to 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).

         Notwithstanding anything herein to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the corporation
is increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
corporation at least 130 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this By-Law shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the corporation.

         Only such persons who are nominated in accordance with the procedures
set forth in the corporation's Restated Certificate of Incorporation and these
By-Laws shall be eligible to serve as directors and only such business shall be
conducted at an annual meeting of stockholders as shall have been brought before
the meeting in accordance with the procedures set forth in this By-Law. The
chairman of the meeting shall have the power and duty to determine whether any
nomination or business proposed to be brought before the meeting was made in
accordance with the procedures set forth in the corporation's Restated
Certificate of Incorporation or these By-Laws, as applicable, and if any
proposed nomination or business is not in compliance with the corporation's
Restated Certificate of Incorporation or these By-Laws, as applicable, to
declare that such defective nomination or proposal shall be disregarded.

         For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Services,
Associated Press or comparable national 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.

         Notwithstanding the Fifteenth paragraph of the corporation's Restated
Certificate of Incorporation or the foregoing provisions of this By-Law, 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 the Fifteenth paragraph of the corporation's Restated Certificate of
Incorporation and this By-Law. Nothing in the Fifteenth paragraph of the
corporation's Restated Certificate of Incorporation or this By-Law 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 3. Special Meetings. As required by the Sixteenth paragraph of
the corporation's Restated Certificate of Incorporation, special meetings of the
stockholders for any purpose or purposes may only be called by the Board of
Directors. The business to be transacted at any special meeting shall be
confined to the specific purpose or purposes set forth in the notice of such
meeting. The Board of Directors acting by resolution may postpone and reschedule
any previously scheduled special meeting of stockholders.

         Nominations of persons for election to the Board of Directors may be
made at a special meeting of stockholders at which directors are to be elected
(a) pursuant to the corporation's notice of meeting (b) by or at the direction
of the Board of Directors or (c) by any stockholder of the corporation who is a
stockholder of record at the time of giving of notice provided for in this By-
Law, who shall be entitled to vote at the meeting and who complies with the
notice procedures set forth in this By-Law. Nominations by stockholders of
persons for election to the Board of Directors may be made at such a special
meeting of stockholders if the stockholder's notice required by the third
paragraph of Section 2 of Article II of these By-Laws shall be delivered to the
Secretary at the principal executive offices of the corporation not earlier than
the 90th day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or the 10th
day following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting.

         Only such persons who are nominated in accordance with the procedures
set forth in these By-Laws shall be eligible to serve as directors and only such
business shall be conducted at a special meeting of the stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this By-Law. The chairman of the meeting shall have the power and duty to
determine whether any nomination or business proposed to be brought before the
meeting was made in compliance with the procedures set forth in this By-Law, and
if any proposed nomination or business is not in compliance, to declare that
such defective nomination or proposal shall be disregarded.

         Notwithstanding the foregoing provisions of this By-Law, 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
By-Law. Nothing in this By-Law 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 4. Notice of Meetings. Notice of all meetings of the
stockholders shall be given to each stockholder entitled to vote thereat at
least ten, but not more than sixty, days prior to the meeting. Notice of any
special meeting shall state in general terms the purpose or purposes for which
the meeting is to be held, and no other business shall be transacted thereat
except as stated in such notice.

         Section 5. Quorum; Adjournments of Meetings. The holders of outstanding
shares of stock of the Corporation entitled to cast a majority of the votes
entitled to be cast by the holders of all classes of capital stock of the
Corporation entitled to vote generally in elections of directors, considered for
this purpose as one class, present in person or represented by proxy, shall
constitute a quorum for the transaction of business at all meetings of the
stockholders, but if there be less than a quorum, the chairman of the meeting or
the holders of shares of stock of the Corporation entitled to cast a majority of
the votes entitled to be cast by the holders of all classes of the Corporation's
capital stock so present or represented may adjourn the meeting from time to
time until a quorum shall be present, whereupon the meeting may be held, as
adjourned, without further notice, except as required by law, and any business
may be transacted thereat that might have been transacted on the original date
of the meeting. In the event that at any meeting there are not present, in
person or by proxy, holders of shares of stock of the Corporation entitled to
cast that number of votes which may be required by the laws of the State of
Delaware, or other applicable statute, the Restated Certificate of Incorporation
or these By-Laws, for action upon any given matter, action may nevertheless be
taken at such meeting upon any other matter or matters which may properly come
before the meeting if there shall be present thereat, in person or by proxy,
holders of shares of stock of the Corporation entitled to cast that number of
votes required for action in respect of such other matter or matters.

         Section 6. Voting. At any meeting of the stockholders every registered
owner of shares entitled to vote may vote in person or by proxy and, except as
otherwise provided by statute, in the Restated Certificate of Incorporation or
these By-Laws, shall have one vote for each such share standing in his/her or
its name on the books of the corporation. Except as otherwise required by
statute, the Restated Certificate of Incorporation or these By-Laws, all
matters, other than the election of directors, brought before any meeting of the
stockholder shall be decided by a majority vote of the stockholders of the
corporation present in person or by proxy at such meeting and voting thereon, a
quorum being present.

         Section 7. Inspectors of Election. The Board of Directors, or, if the
Board shall not have made the appointment, the chairman presiding at any meeting
of stockholders, shall have power to appoint one or more persons to act as
inspectors of election, to receive, canvass and report the votes cast by the
stockholders at such meeting or any adjournment thereof, but no candidate for
the office of director shall be appointed as an inspector at any meeting for the
election of directors.

         Section 8. Chairman of Meetings. The Chairman of the Board of
Directors, or any officer or director of the Corporation so designated by the
Chairman of the Board of Directors, or in the absence of either of the
foregoing, the Vice Chairman, or in the absence of all of the foregoing persons,
the President, shall preside at all meetings of the stockholders. In the absence
of the Chairman of the Board, his/her designee, the Vice Chairman and the
President, a majority of the members of the Board of Directors present in person
at such meeting may appoint any other officer or director to act as chairman of
any meeting.

         Section 9. Secretary of Meetings. The Secretary or an Assistant
Secretary of the corporation shall act as secretary of all meetings of the
stockholders, and, in their absence, the chairman of the meeting shall appoint
any other person to act as secretary of the meeting.

         Section 10. List of Stockholders. It shall be the duty of the officer
of the corporation who has charge of the stock ledger of the corporation to
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at said meeting (the
"stockholder list"), arranged in alphabetical order and showing the address of
each stockholder and the number of shares registered in his/her or its name. The
stockholder list shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for such ten day
period either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not so specified,
at the place where said meeting is to be held. The stockholder list shall also
be produced and kept at the place of the meeting during the whole time thereof,
and may be inspected by any stockholder who may be present at said meeting.

         Section 11. Procedural Rules. The Board of Directors of the corporation
shall be entitled to make such rules or regulations for the conduct of meetings
of stockholders as it shall deem necessary, appropriate or convenient. Subject
to such rules and regulations of the Board of Directors, if any, the chairman of
the meeting shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts appropriate to the proper
conduct of the meeting, including, without limitation, establishing an agenda or
order of business of the meeting, rules and procedures for maintaining order at
the meeting and the safety of those present, limitations on participation in
such meeting to stockholders of record of the corporation and their duly
authorized and constituted proxies, and such other persons as the chairman of
the meeting shall permit, restrictions on entry to the meeting after the time
fixed for the commencement thereof, limitations on the time allotted to
questions or comment by participants and regulation of the opening and closing
of the polls for balloting determined by the Board of Directors or the chairman
of the meeting. The chairman of the meeting shall have the power to adjourn the
meeting to another place, date or time. Meetings of stockholders shall not be
required to be held in accordance with rules of parliamentary procedure.

                                   ARTICLE III
                               BOARD OF DIRECTORS

         Section 1. General Powers. Except as otherwise provided in the Restated
Certificate of Incorporation or these By-Laws, the property, business and
affairs of the corporation shall be managed and controlled by the Board of
Directors. The Board may exercise all such authority and powers of the
corporation and do all such lawful acts and things as are not by statute or the
Restated Certificate of Incorporation directed or required to be exercised or
done by the stockholders.

         Section 2. Number of Directors. The number of directors of the
corporation (exclusive of directors to be elected by the holders of any one or
more classes or series of Preferred Stock of the corporation or any other class
or series of stock of the corporation, which may at some time be outstanding,
voting separately as a class or classes) shall not be less than three nor more
than fourteen, and may be changed from time to time by action of not less than a
majority of the members of the Board then in office. Whenever the words "whole
Board," "entire Board" or "total number of directors" are used in these By-Laws,
such words shall mean the number of directors fixed by the Board and then in
effect in accordance with the provisions of the Restated Certificate of
Incorporation or these By-Laws.

         Section 3. Annual Meeting. The annual meeting of the Board of
Directors, of which no notice shall be necessary, shall be held immediately
following the annual meeting of stockholders or any adjournment thereof at the
principal office, if any, of the corporation in the city in which the annual
meeting of stockholders was held at which any of such directors were elected, or
at such other place as a majority of the members of the newly elected Board who
are then present shall determine, for the election or appointment of officers
for the ensuing year and the transaction of such other business as may be
brought before such meeting.

         Section 4. Regular Meetings. Regular meetings of the Board of
Directors, other than the annual meeting, shall be held at such times and
places, and on such notice, if any, as the Board of Directors may from time to
time determine.

         Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by order of the Chairman of the Board or the Vice Chairman or the
President or may be called at the request of any two directors. Notice of the
time and place of each special meeting shall be given by or at the direction of
the Secretary of the corporation or an Assistant Secretary of the corporation,
or, in their absence, by the person or persons calling the meeting by mailing
the same at least five days before the meeting or by telephoning, telegraphing,
transmitting by facsimile or electronically or delivering personally the same at
least twenty-four hours before the meeting to each director. Except as otherwise
specified in the notice thereof, or as required by statute, the Restated
Certificate of Incorporation or these By-Laws, any and all business may be
transacted at any special meeting.

         Section 6. Attendance By Communications Equipment. Unless otherwise
restricted by the Restated Certificate of Incorporation, members of the Board of
Directors or of any committee designated by the Board may participate in a
meeting of the Board or any such committee by means of conference telephone or
similar communications equipment whereby all persons participating in the
meeting can hear each other. Participation in any meeting by such means shall
constitute presence in person at such meeting. Any meeting at which one or more
members of the Board of Directors or of any committee designated by the Board
shall participate by means of conference telephone or similar communications
equipment shall be deemed to have been held at the place designated for such
meeting, provided that at least one member is at such place while participating
in the meeting.

         Section 7. Organization. Every meeting of the Board of Directors shall
be presided over by the Chairman of the Board or, in his/her absence, the Vice
Chairman, or in his/her absence, the President. In the absence of the Chairman
of the Board, the Vice Chairman and the President, a presiding officer shall be
chosen by a majority of the directors present. The Secretary of the corporation,
or, in his/her absence, an Assistant Secretary of the corporation, shall act as
secretary of the meeting, but, in their absence, the presiding officer may
appoint any person to act as secretary of the meeting.

         Section 8. Quorum; Vote. A majority of the directors then in office
(but in no event less than one-third of the total number of directors) shall
constitute a quorum for the transaction of business, but less than a quorum may
adjourn any meeting to another time or place from time to time until a quorum
shall be present, whereupon the meeting may be held, as adjourned, without
further notice. Except as otherwise required by statute, the Restated
Certificate of Incorporation or these By-Laws, all matters coming before any
meeting of the Board of Directors shall be decided by the vote of a majority of
the directors present at the meeting, a quorum being present.

         Section 9. Compensation. The directors shall receive such compensation
for their services as directors and as members of any committee appointed by the
Board as may be prescribed by the Board of Directors and shall be reimbursed by
the Corporation for ordinary and reasonable expenses incurred in the performance
of their duties, and the foregoing shall not be construed as prohibiting the
payment to any director of compensation for services rendered in any other
capacity.

                                   ARTICLE IV
                                   COMMITTEES

         Section 1. Executive Committee. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate from among its
members an Executive Committee to consist of three or more members and may
designate one of such members as chairman. The Board may also designate one or
more of its members as alternates to serve as a member or members of the
Executive Committee in the absence of a regular member or members. Except as
provided in Section 4 of this Article IV, the Executive Committee shall have and
may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and the Executive
Committee may authorize the seal of the corporation to be affixed to all papers
which may require it.

         Section 2. Other Committees. The Board of Directors, acting by a
majority of the whole Board, may also appoint from among its own members such
other committees as the Board may determine, to have such powers and duties as
shall from time to time be prescribed by the Board and which, in the discretion
of the Board, may be designated as committees of the Board.

         Section 3. Quorum and Discharge. A majority of the entire committee
shall constitute a quorum for the transaction of business of any committee and
may fix its rules of procedure. The Board of Directors may discharge any
committee either with or without cause at any time.

         Section 4. Powers of Committees. No committee designated or appointed
by the Board of Directors shall have the power or authority of the Board in
reference to (a) amending the Restated Certificate of Incorporation, (b)
adopting an agreement of merger or consolidation, (c) recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, (d) recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, (e) amending
the By-Laws of the corporation, (f) declaring dividends, (g) designating
committees, (h) filling vacancies among committee members or (i) removing
officers. The Executive Committee shall have the power and authority of the
Board to authorize the issuance of shares of capital stock of the corporation of
any class or any series of any class.

         Section 5. Committee Meetings. Regular meetings of any committee
designated or appointed by the Board of Directors shall be held at such times
and places and on such notice, if any, as the committee may from time to time
determine. Special meetings of any committee designated or appointed by the
Board may be called by order of the Chairman of the Board, Vice Chairman of the
Board, President of the corporation, Chairman of the committee or any two
members of any such committee. Notice shall be given of the time and place of
each special meeting by mailing the same at least two days before the meeting or
by telephoning, telegraphing or delivering personally the same at least
twenty-four hours before the meeting to each committee member. Except as
otherwise spe cified in the notice thereof or as required by law, the Restated
Certificate of Incorporation or these By-Laws, any and all business may be
transacted at any regular or special meeting of a committee. The Secretary of
the corporation shall keep the minutes of the meetings of all committees
designated or appointed by the Board of Directors and shall be the custodian of
all corporation records.

                                    ARTICLE V
                                    OFFICERS

         Section 1. General. The Board of Directors shall elect the following
executive officers: a Chairman of the Board, a Vice Chairman, a President, one
or more Vice Presidents and a Secretary; and it may elect or appoint from time
to time such other or additional officers as in its opinion are desirable for
the conduct of the business of the corporation.

         Section 2. Term of Office: Removal and Vacancy. Each officer shall hold
his/her office until his/her successor is elected and qualified or until his/her
earlier resignation or removal. Any officer or agent shall be subject to removal
with or without cause at any time by the Board of Directors. Vacancies in any
office, whether occurring by death, resignation, removal or otherwise, may be
filled at any regular or special meeting of the Board of Directors.

         Section 3. Powers and Duties. Each of the officers of the corporation
shall, unless otherwise ordered by the Board of Directors, have such powers and
duties as generally pertain to his/her respective office as well as such powers
and duties as from time to time may be conferred upon him/her by the Board of
Directors. Unless otherwise ordered by the Board of Directors after the adoption
of these By-Laws, the Chairman of the Board, or, when the office of Chairman of
the Board is vacant, the President, shall be the chief executive officer of the
corporation.

         Section 4. Power to Vote Stock. Unless otherwise ordered by the Board
of Directors, the Chairman of the Board, the Vice Chairman and the President
each shall have full power and authority on behalf of the corporation to attend
and to vote at any meeting of stockholders of any corporation in which this
corporation may hold stock, and may exercise on behalf of this corporation any
and all of the rights and powers incident to the ownership of such stock at any
such meeting and shall have power and authority to execute and deliver proxies,
waivers and consents on behalf of the corporation in connection with the
exercise by the corporation of the rights and powers incident to the ownership
of such stock. The Board of Directors, from time to time, may confer like powers
upon any other person or persons.


                                   ARTICLE VI
                                  CAPITAL STOCK

         Section 1. Certificates of Stock. Certificates for stock of the
corporation shall be in such form as the Board of Directors may from time to
time prescribe and shall be signed by the Chairman of the Board or a Vice
Chairman of the Board or the President or a Vice President and by the Secretary
of the corporation or an Assistant Secretary of the corporation.

         Section 2. Transfer of Stock. Shares of capital stock of the
corporation shall be transferable on the books of the corporation only by the
holder of record thereof, in person or by duly authorized attorney, upon
surrender and cancellation of certificates for a like number of shares, with an
assignment or power of transfer endorsed thereon or delivered therewith, duly
executed, and with such proof of the authenticity of the signature and of
authority to transfer, and of payment of transfer taxes, as the corporation or
its agents may require.

         Section 3. Ownership of Stock. The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the owner thereof
in fact and shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise expressly provided by
law.

                                   ARTICLE VII
                                    AMENDMENT

         The Board of Directors shall have the power to make, alter or repeal
the By-Laws of the corporation subject to the power of the stockholders to alter
or repeal the By-Laws made or altered by the Board of Directors.

                                  ARTICLE VIII
                                 INDEMNIFICATION

         Section 1. Obligation to Indemnify. This corporation shall, to the
fullest extent permitted by Delaware law, as in effect from time to time (but,
in the case of any amendment of the Delaware General Corporation Law or the
Delaware Limited Liability Company Act, only to the extent that such amendment
permits this corporation to provide broader indemnification rights than said
laws permitted this corporation to provide prior to such amendment), indemnify
each person who is or was a director, manager or officer of this corporation or
of any of its wholly owned subsidiaries at any time on or after August 1, 1988,
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, or was or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director, manager, officer, employee or agent of this corporation or
of any of its wholly owned subsidiaries, or is or was at any time serving, at
the request of this corporation or any of its wholly owned subsidiaries, any
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise in any capacity against all expense, liability and loss
(including, but not limited to, attorneys' fees, judgments, fines, excise taxes
or penalties (with respect to any employee benefit plan or otherwise), and
amounts paid or to be paid in settlement) incurred or suffered by such director,
manager, officer, employee or agent in connection with such proceeding;
provided, however, that, except as provided in Section 5 of this ARTICLE VIII,
this corporation shall not be obligated to indemnify any person under this
ARTICLE VIII, in connection with a proceeding (or part thereof) if such
proceeding (or part thereof) was not authorized by the Board of Directors of
this corporation and was initiated by such person against (i) this corporation
or any of its subsidiaries, (ii) any person who is or was a director, manager,
officer, employee or agent of this corporation or any of its subsidiaries and/or
(iii) any person or entity which is or was controlled, controlled by, or under
common control with, this corporation or has or had business relations with this
corporation or any of its subsidiaries.

         Section 2. Contract Right; Advance Payment of Expenses. The right to
indemnification conferred in this ARTICLE VIII shall be a contract right, shall
continue as to a person who has ceased to be a director, manager or officer of
this corporation or of any of its wholly owned subsidiaries and shall inure to
the benefit of his or her heirs, executors and administrators, and shall include
the right to be paid by this corporation the expenses incurred in connection
with the defense or investigation of any such proceeding in advance of its final
disposition; provided, however, that, if and to the extent that Delaware law so
requires, the payment of such expenses in advance of the final disposition of a
proceeding shall be made only upon delivery to this corporation of an under
taking, by or on behalf of such director, manager or officer or former director,
manager or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director, manager or officer or former director, manager or
officer is not entitled to be indemnified by this corporation.

         Section 3. Vesting of Rights. The corporation's obligation to indemnify
and to pay expenses in advance of the final disposition of a proceeding under
this ARTICLE VIII shall arise, and all rights and protections granted to
directors, managers and officers under this ARTICLE VIII shall vest, at the time
of the occurrence of the transaction or event to which any proceeding relates,
or at the time that the action or conduct to which any proceeding relates was
first taken or engaged in (or omitted to be taken or engaged in), regardless of
when any proceeding is first threatened, commenced or completed.

         Section 4. Continuing of Obligations. Notwithstanding any other
provision of these By-laws or the Restated Certificate of Incorporation of this
corporation, no action by this corpora tion, either by amendment to or repeal of
this ARTICLE VIII or the Restated Certificate of Incorporation of this
corporation or otherwise shall diminish or adversely affect any right or
protection granted under this ARTICLE VIII to any director, manager or officer
or former director, manager or officer of this corporation or of any of its
wholly-owned subsidiaries which shall have become vested as aforesaid prior to
the date that any such amendment, repeal or other corporate action is taken.

         Section 5. Right to Sue for Unpaid Claims. If a claim for
indemnification and/or for payment of expenses in advance of the final
disposition of a proceeding arising under this ARTICLE VIII is not paid in full
by this corporation within thirty days after a written claim has been received
by this corporation, the claimant may at any time thereafter bring suit against
this corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim.

         Section 6. Non-Exclusivity. The right to indemnification and the
payment of expenses incurred in connection with the defense or investigation of
a proceeding in advance of its final disposition conferred in this ARTICLE VIII
shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the By-Laws, Restated Certificate of
Incorporation, agreement, vote of stockholders or disinterested directors or
otherwise. This corporation may also indemnify all other persons to the fullest
extent permitted by Delaware law.

         Section 7. Effective Date. The provisions of this ARTICLE VIII shall
apply to any proceeding commenced on or after August 1, 1988. The provisions of
this ARTICLE VIII of this corporation's By-Laws, as in effect on July 31, 1988,
shall govern indemnification in respect of any proceeding commenced prior to
August 1, 1988 and in respect of any rights to indemnification or prepayment of
expenses granted under the provisions of said ARTICLE VIII which shall have
become vested.

                                   ARTICLE IX
                               LIABILITY INSURANCE

         The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, manager, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, manager, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him or her against such liability under the provisions of
ARTICLE VIII hereof.

                                    ARTICLE X
                                  MISCELLANEOUS

         Section 1. Corporate Seal. The seal of the corporation shall be
circular in form and shall contain the name of the corporation and the year and
State of incorporation. The Secretary of the corporation shall be the custodian
of the seal of the corporation.

         Section 2. Fiscal Year. The Board of Directors shall have power to fix,
and from time to time to change, the fiscal year of the corporation.

         Section 3. Waiver of Notice. Any notice required to be given under the
provisions of these By-Laws or otherwise may be waived by the stockholder,
director, member of any committee or officer to whom such notice is required to
be given, before or after the meeting or other action of which notice was
required to be given.