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                                                                     EXHIBIT 3.3

Amendment of Bylaws
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RESOLVED, that, effective as of the date hereof, Section 1 of Article III of
the Company's By-Laws is hereby deleted in its entirety and the following
substituted in lieu thereof:

                         "Section 1.  A.  Number and Classification of
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                         Directors.
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                         The number of directors of the corporation
                  which shall constitute the Board of Directors shall be
                  nine, but such number may thereafter be changed from time
                  to time by resolution of the Board of Directors; provided,
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                  however, that the number of the directors of the corporation
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                  shall not be less than three.  The Board of Directors shall be
                  divided into three classes, as nearly equal in number as
                  possible, which shall be designated Class A, Class B and Class
                  C.  The class of each of the directors elected at the 1996
                  annual meeting of stockholders (the "1996 Meeting") shall be
                  designated by the Board.  The term of office of each member
                  then designated as a Class A director shall expire at the
                  annual meeting of stockholders next ensuing the 1996 Meeting,
                  that of each member then designated as a Class B director at
                  the annual meeting of stockholders one year thereafter, and
                  that of each member then designated as a Class C director
                  at the annual meeting of stockholders two years thereafter.
                  At each annual meeting of stockholders held after the
                  election and classification of the Board of Directors at
                  the 1996 Meeting, directors elected to succeed those whose
                  terms then expire shall be elected for a term of three
                  years expiring at the third succeeding annual meeting
                  thereafter and until their respective successors are
                  elected and have qualified or until their earlier
                  displacement from office by resignation, removal or
                  otherwise.

                         B. Changes in the Number of Directors; Election by
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                  Plurality.  If the number of directors has changes, any
                  ----------
                  increase or decrease in the number of directors shall be
                  apportioned among the classes so that the number of
                  directors in each class remain as nearly equal as possible;
                  provided, however, that no decrease in the number of
                  directors shall shorten the term of any incumbent director.
                  Directors shall, except as otherwise required by law, the
                  Certificate of Incorporation or Section 2 of this Article,
                  be elected by a plurality of the votes cast at a meeting of
                  stockholders by the holders of shares entitled to vote in
                  the election.

                         C. Eligibility of Persons to Serve as Directors. No
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                  person shall be eligible to be elected, reelected or
                  appointed as a director of the corporation who has reached
                  the age of 73; provided, however, that the board of directors
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                  of the corporation will have the authority to waive this
                  retirement provision with respect to any director if, in the
                  judgement of the board of directors, the retention of any such
                  director would be in the best interests of the corporation.  A
                  person does not have to be a stockholder of the corporation to
                  eligible for election, reelection or appointment to the board
                  of directors of the corporation.

                         D. Nominations of Persons to Serve as Directors.
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                  The board of directors may designate a committee to
                  evaluate and recommend to the board of directors qualified
                  nominees for election or appointment as directors.  The
                  board of directors, or such committee as so designated,
                  will give appropriate consideration to a written
                  recommendation by a stockholder of the corporation for the
                  nomination of a qualified person to serve as a director of
                  the corporation, provided that such recommendation, in the
                  judgement of the board of directors or the designated
                  committee, contains sufficient information regarding the
                  proposed nominee necessary for the board of directors or
                  the designated committee to properly evaluate such
                  nominee's qualifications to serve as a director of the
                  corporation."