EXHIBIT 3.2

                             AMENDED AND RESTATED

                                    BY-LAWS

                                      OF

                        CONCURRENT COMPUTER CORPORATION

                                (NOVEMBER 1996)

                                     ****

                                   ARTICLE I
                                   ---------

                         Certificate of Incorporation
                         ----------------------------

     These  by-laws,  the  powers  of the corporation and of its directors and
stockholders,  and  all  matters  concerning the conduct and regulation of the
business  of  the  corporation  shall  be subject to such provisions in regard
thereto as are set forth in the certificate of incorporation filed pursuant to
the  General  Corporation Law of the State of Delaware, which is hereby made a
part  of  these  by-laws.

     The  term  "certificate  of  incorporation"  in  these by-laws unless the
context  requires  otherwise,  includes   not only the original certificate of
incorporation filed to create the corporation but also all other certificates,
agreements  of  merger  or  consolidation,  plans  of reorganization, or other
instruments,  howsoever  designated, filed pursuant to the General Corporation
Law  of  the  State  of  Delaware  which  have  the  effect  of  amending  or
supplementing  in  some  respect  the  corporation's  original  certificate of
incorporation.

                                  ARTICLE II
                                  ----------

                                Annual Meeting
                                --------------

     An  annual  meeting  of  stockholders  shall  be held for the election of
directors and for the transaction of any other business for the transaction of
which  the  meeting  shall have been properly convened on such day not a legal
holiday in the months of September, October, or November in each year, or upon
such  other day as the board of directors may at any time otherwise determine,
at  such  place,  within or without the State of Delaware, and at such time as
such  day,  place  and  time  shall  be  fixed  by  the board of directors and
specified  in  the  notice  of  the meeting.  Any other proper business may be
transacted  at  the  annual  meeting.    If the annual meeting for election of
directors  shall  not  be  held on the date designated therefor, the directors
shall  cause  the  meeting  to  be  held  as  soon  thereafter  as convenient.

<PAGE>

                                  ARTICLE III
                                  -----------

                       Special Meetings of Stockholders
                       --------------------------------

     Special meetings of the stockholders may be held either within or without
the  State  of Delaware, at such time and place and for such purposes as shall
be specified in a call for such meeting made by the board of directors or by a
writing  filed  with the secretary signed by the president or by a majority of
the  directors.

                                  ARTICLE IV
                                  ----------

                       Notice of Stockholders' Meetings
                       --------------------------------

     Whenever  stockholders  are required or permitted to take any action at a
meeting,  a written notice of the meeting shall be given which shall state the
place, date and hour of the meeting and, in the case of a special meeting, the
purpose  or  purposes  for  which the meeting is called, which notice shall be
given  not  less  than  ten  nor  more  than fifty days before the date of the
meeting,  except  where  longer notice is required by law, to each stockholder
entitled  to  vote  at  such  meeting,  by  leaving such notice with him or by
mailing it, postage prepaid, directed to him at his address as it appears upon
the  records of the corporation.  In case of the death, absence, incapacity or
refusal  of  the  secretary,  such  notice may be given by a person designated
either  by the secretary or by the person or persons calling the meeting or by
the board of directors.  When a meeting is adjourned to another time or place,
notice  need  not  be  given  of  the  adjourned meeting if the time and place
thereof  are  announced  at the meeting at which the adjournment is taken.  At
the  adjourned  meeting  the corporation may transact any business which might
have  been transacted at the original meeting.  If the adjournment is for more
than  thirty  days, or if after the adjournment a new record date is fixed for
the  adjourned  meeting,  a  notice of the adjourned meeting shall be given to
each  stockholder  of  record  entitled  to  vote  at  the  meeting.

     An  affidavit  of  the  secretary  or  an  assistant  secretary or of the
transfer agent of the corporation that the notice has been given shall, in the
absence  of  fraud,  be  prima  facie  evidence  of  the facts stated therein.

     At  an  annual or special meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting.  To
be  properly  brought  before  a meeting business must be (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 meeting by
or  at  the  direction  of  the  board of directors, or (c) otherwise properly
brought  before  the  meeting  by  a stockholder.  For business to be properly
brought  before  a  meeting  by a stockholder, the stockholder must have given
timely  notice  thereof in writing to 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 60 days nor
more  than  90 days prior to the meeting; provided, however, that in the event
that  less  than 70 days' notice or prior public disclosure of the date of the
meeting  is  given  or  made  to stockholders, notice by the stockholder to be
timely  must  be  so received not later than the close of business on the 10th
day  following  the  day  on  which such notice of the date of the meeting was
mailed  or  such  public  disclosure  was made.  A stockholder's notice to the
Secretary  shall set forth as to each matter the stockholder proposes to bring
before  the  meeting  (a)  a  brief  description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting,  (b) the name and address, as they appear on the corporation's books,
of the stockholder proposing such business, (c) the class and number of shares
of  the  corporation  which are beneficially owned by the stockholder, and (d)
any  material  interest  of the stockholder in such business.  Provided at all
times that stockholders may only give notice to the secretary of matters to be
brought  before  a meeting that are suitable and appropriate for consideration
by  stockholders of a public company.  Notwithstanding anything in the By-Laws
to  the  contrary,  no  business  shall  be conducted at any meeting except in
accordance  with  the procedures set forth in this paragraph.  The chairman of
the  meeting shall, if the facts warrant, determine and declare to the meeting
that  business  was not properly brought before the meeting in accordance with
the  provisions  of this paragraph, and if he should so determine, he shall so
declare  to  the meeting and any such business not properly brought before the
meeting  shall  not  be  transacted.

     Only  persons  who  are  nominated  in accordance with the procedures set
forth  in  this  paragraph  shall  be  eligible for election as directors at a
meeting  of stockholders.  Nominations of persons for election to the board of
directors of the corporation may be made at a meeting of stockholders by or at
the  direction  of  the  board  of  directors  or  by  any  stockholder of the
corporation  entitled to vote for the election of directors at the meeting who
complies  with  the  notice  procedures  set  forth  in  this paragraph.  Such
nominations,  other  than  those  made  by or at the direction of the board of
directors, shall be made pursuant to timely notice in writing to the secretary
of  the  corporation.  To be timely, a stockholder's notice shall be delivered
to  or  mailed  and  received  at  the  principal  executive  offices  of  the
corporation  not less than 60 days nor more than 90 days prior to the meeting;
provided,  however,  that in the event that less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice  by the stockholder to be timely must be so received not later than the
close  of  business  on the 10th day following the day on which such notice of
the  date  of the meeting was mailed or such public disclosure was made.  Such
stockholder's  notice  shall  set  forth  (a)  as  to  each  person  whom  the
stockholder proposes to nominate for election or re-election as a director (i)
the name, age, business address and residence address of such person, (ii) the
principal  occupation or employment of such person, (iii) the class and number
of  shares  of the corporation which are beneficially owned by such person and
(iv)  any  other  information  relating  to such person that is required to be
disclosed  in  solicitations  or  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 (including without limitation such
persons'  written  consent  to being named in the proxy statement as a nominee
and to serving as a director if elected); and (b) as to the stockholder giving
the  notice  (i)  the  name  and  address, as they appear on the corporation's
books,  of  such  stockholder  and  (ii) the class and number of shares of the
corporation  which are beneficially owned by such stockholder.  At the request
of  the  board of directors any person nominated by the board of directors for
election  as a director shall furnish to the secretary of the corporation that
information  required  to be set forth in a stockholder's notice of nomination
which  pertains to the nominee.  No person shall be eligible for election as a
director of the corporation unless nominated in accordance with the procedures
set  forth in this paragraph.  The chairman of the meeting shall, if the facts
warrant,  determine  and declare to the meeting that a nomination was not made
in  accordance with the procedures prescribed by the By-Laws, and if he should
so  determine, he shall so declare to the meeting and the defective nomination
shall  be  disregarded.

                                   ARTICLE V
                                   ---------

                   Quorum of Stockholders: Stockholder List
                   ----------------------------------------

     At any meeting of the stockholders, a majority (based on voting rights of
all  shares)  of all shares issued and outstanding and entitled to vote upon a
question  to  be  considered  at the meeting shall constitute a quorum for the
consideration of such question when represented at such meeting by the holders
thereof  in person or by their duly constituted and authorized attorney, but a
less  interest  may adjourn any meeting from time to time, and the meeting may
be  held as adjourned without further notice.  When a quorum is present at any
meeting  a  majority  of the stock so represented thereat and entitled to vote
shall,  except  where  a larger vote is required by law, by the certificate of
incorporation  or  by  these  by-laws, decide any question brought before such
meeting.

     The  secretary  or  other officer having charge of the stock ledger shall
prepare  and  make,  at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during  ordinary business hours for a period of at least ten days prior to the
meeting,  either at a place within the city or town where the meeting is to be
held,  which place shall have been specified in the notice of the meeting, or,
if  not so specified, at the place where the meeting is to be held.  Said list
shall  also  be  produced and kept at the time and place of the meeting during
the whole time thereof and may be inspected by any stockholder who is present.
The  stock  ledger  shall  be the only evidence as to who are the stockholders
entitled  to  examine  the  stock ledger, the list of stockholders required by
this  Article or the books of the corporation, or the stockholders entitled to
vote  in  person  or  by  proxy  at  any  meeting  of  stockholders.

                                  ARTICLE VI
                                  ----------

                              Proxies and Voting
                              ------------------

     Except  as  otherwise  provided in the certificate of incorporation, each
stockholder shall at every meeting of the stockholders be entitled to one vote
for  each  share  of  the  capital  stock  held  by  such  stockholder.   Each
stockholder  entitled  to  vote  at  a  meeting  of stockholders may authorize
another  person  or  persons  to act for him by proxy but (except as otherwise
expressly  permitted by law) no proxy shall be voted or acted upon after three
years  from its date, unless the proxy provides for a longer period or so long
as  it is coupled with an interest sufficient in law to support an irrevocable
power.

                                  ARTICLE VII
                                  -----------

                           Stockholders' Record Date
                           -------------------------

     In  order that the corporation may determine the stockholders entitled to
notice  of  or  to  vote  at  any  meeting  of stockholders or any adjournment
thereof,  or  to  express  consent  to  corporate  action in writing without a
meeting,  or entitled to receive payment of any dividend or other distribution
or  allotment  of any rights, or entitled to exercise any rights in respect of
any  change,  conversion  or exchange of stock or for the purpose of any other
lawful  action,  the  board  of  directors may fix, in advance, a record date,
which  shall  not  be more than sixty or less than ten days before the date of
such  meeting,  nor  more  than  sixty  days  prior  to  any  other  action.

     If  no  record  date  is  fixed:

     (1)       The record date for determining stockholders entitled to notice
of  or  to vote at a meeting of stockholders shall be at the close of business
on  the  day next preceding the day on which notice is given, or, if notice is
waived,  at  the  close of business on the day next preceding the day on which
the  meeting  is  held.

     (2)      The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by  the  board  of directors is necessary, shall be the day on which the first
written  consent  is  expressed.

     (3)          The  record  date for determining stockholders for any other
purpose  shall  be  at  the close of business on the day on which the board of
directors  adopts  the  resolution  relating  thereto.

     A  determination  of  stockholders  of record entitled to notice of or to
vote  at  a  meeting  of  stockholders  shall  apply to any adjournment of the
meeting,  provided,  however, that the board of directors may fix a new record
date  for  the  adjourned  meeting.

                                  ARTICLE VII
                                  -----------

                              Board of Directors
                              ------------------

     Except  as  otherwise  provided  by  law  or  by  the  certificate  of
incorporation, the business and affairs of the corporation shall be managed by
the  board  of  directors.

     The  number  of  directors shall be such number, not fewer than three nor
more  than twelve, as may be determined from time to time by resolution of the
board  of  directors.    Directors shall be elected by the stockholders at the
annual  meeting.    Each  director  shall  hold  office until his successor is
elected  and  qualified  or  until  his  earlier  resignation or removal.  Any
director  may  resign  at any time upon written notice to the corporation.  No
director  need  be  a  stockholder.

                                  ARTICLE IX
                                  ----------

                                  Committees
                                  ----------

     The  board  of  directors  may, by resolution passed by a majority of the
whole  board,  designate  one or more committees, each committee to consist of
one  or more of the directors of the corporation.  The board may designate one
or  more  directors  as alternate members of any committee who may replace any
absent  or  disqualified member at any meeting of the committee and may define
the  number  and  qualifications  which  shall  constitute  a  quorum  of such
committee.    Except  as  otherwise limited by law, any such committee, to the
extent  provided  in  the resolution appointing such committee, shall have and
may  exercise  the  powers  of the board of directors in the management of the
business  and  affairs  of  the corporation, and may authorize the seal of the
corporation  to be affixed to all papers which may require it.  In the absence
or  disqualification of a member of a committee, the member or members thereof
present  at any meeting and not disqualified from voting, whether or not he or
they  constitute a quorum, may unanimously appoint another member of the board
of  directors  to  act  at  the  meeting  in  the  place of any such absent or
disqualified  member.

                                   ARTICLE X
                                   ---------

             Meetings of the Board of Directors and of Committees
             ----------------------------------------------------

     Regular  meetings  of  the board of directors may be held without call or
formal  notice  at  such places either within or without the State of Delaware
and  at  such  times  as  the  board  may by vote from time to time determine.

     Special  meetings  of  the  board  of  directors may be held at any place
either  within or without the State of Delaware at any time when called by the
chairman  of  the board, secretary or two or more directors, reasonable notice
of  the  time  and  place  thereof  being  given  to  each  director.

     Unless  otherwise  restricted  by  the certificate of incorporation or by
other  provisions of these by-laws, (a) any action required or permitted to be
taken at any meeting of the board of directors or of any committee thereof may
be  taken  without a meeting of all members of the board or of such committee,
as  the  case  may be, consent thereto in writing and such writing or writings
are  filed  with the minutes of proceedings of the board or committee, and (b)
members  of the board of directors or of any committee designated by the board
may  participate  in  a  meeting  thereof  by means of conference telephone or
similar  communications  equipment by means of which all persons participating
in  the  meeting  can hear each other, and such participation shall constitute
presence  in  person  at  such  meeting.

                                  ARTICLE XI
                                  ----------

                       Quorum of the Board of Directors
                       --------------------------------

     Except  as  otherwise  expressly  provided  in  the  certificate  of
incorporation or in these by-laws, a majority of the total number of directors
at  the  time  in  office  shall  constitute  a  quorum for the transaction of
business, but a less number may adjourn any meeting from time to time.  Except
as  otherwise  so  expressly provided, the vote of a majority of the directors
present  at  any  meeting at which a quorum is present shall be the act of the
board  of  directors,  provided,  that the affirmative vote in good faith of a
majority  of  the  disinterested  directors,  even  though  the  disinterested
directors  shall  be  fewer  than a quorum, shall be sufficient to authorize a
contract or transaction in which one or more directors have an interest if the
material  facts  as  to  such  interest  and  the  relation  of the interested
directors  to  the contract or transaction have been disclosed or are known to
the  directors.

                                  ARTICLE XII
                                  -----------

                         Waiver of Notice of Meetings
                         ----------------------------

     Whenever notice is required to be given under any provision of law or the
certificate of corporation or by-laws, a written waiver thereof, signed by the
person  entitled  to  notice  whether before or after the time stated therein,
shall  be  deemed  equivalent  to notice.  Attendance of a person at a meeting
shall  constitute  a  waiver of notice of such meeting, except when the person
attends  a  meeting  for the express purpose of objecting, at the beginning of
the  meeting,  to  the  transaction of any business because the meeting is not
lawfully  called  or  convened.  Neither the business to be transacted at, nor
the  purpose of, any regular or special meeting of the stockholders, directors
or members of a committee of directors need be specified in any written waiver
of  notice  unless  so  required  by  the  certificate of incorporation or the
by-laws.

                                 ARTICLE XIII
                                 ------------

                              Officers and Agents
                              -------------------

     The  corporation  shall  have  a  president, secretary and treasurer, who
shall be chosen by the directors, each of whom shall hold his office until his
successor  has  been  chosen and qualified or until his earlier resignation or
removal.    The  corporation  may  have  such other officers and agents as are
desired, including without limitation a chairman of the board of directors and
an  executive  vice  president,  each  of whom shall be chosen by the board of
directors  and shall hold his office for such term and have such authority and
duties  as  shall  be  determined  by  the  board  of directors.  The board of
directors  may secure the fidelity of any or all of such officers or agents by
bond  or  otherwise.    Any  number of offices may be held by the same person.
Each  officer  shall, subject to these by-laws, have in addition to the duties
and  powers herein set forth, such duties and powers as the board of directors
shall  from  time  to  time  designate.   In all cases where the duties of any
officer,  agent or employee are not specifically prescribed by the by-laws, or
by  the  board  of  directors,  such officer, agent or employee shall obey the
orders  and instructions of the president.  Any officer may resign at any time
upon  written  notice  to  the  corporation.

                                  ARTICLE XIV
                                  -----------

                             Chairman of the Board
                             ---------------------

     Except  as  otherwise voted by the board, the chairman of the board shall
preside  at  all meetings of the stockholders and of the board of directors at
which  he  is  present.

                      President & Chief Executive Officer
                      -----------------------------------

     The president and chief executive officer shall, subject to the direction
and  under  the supervision of the board of directors, have general and active
control  of  the  corporation's  affairs and business, and general supervision
over  its  officers,  agents  and  employees.    In the absence of and when so
designated  by  the  chairman  of the board, the president and chief executive
officer  shall  perform the duties and responsibilities of the chairman of the
board  on  a temporary basis in accordance with and as specifically prescribed
by  the  by-laws or as specifically prescribed by the board of directors.  The
president  and  chief  executive officer shall have custody of the treasurer's
bond,  if  any.

                                  ARTICLE XV
                                  ----------

                                   Secretary
                                   ---------

     The  secretary  shall  record  all the proceedings of the meetings of the
stockholders  and  directors  in  a  book,  which shall be the property of the
corporation,  to  be  kept for that purpose.  The secretary shall perform such
other  duties  as  shall be assigned to him by the board of directors.  In the
absence of the secretary from any such meeting, a temporary secretary shall be
chosen,  who  shall  record  the proceedings of such meetings in the aforesaid
book.

                                  ARTICLE XVI
                                  -----------

                                   Treasurer
                                   ---------

     The  treasurer  shall, subject to the direction and under the supervision
of the board of directors, have the care and custody of the funds and valuable
papers  of  the  corporation, except his own bond, and he shall, except as the
board  of  directors  shall  generally  or  in  particular cases authorize the
endorsement thereof in some other manner, have power to endorse for deposit or
collection  all notes, checks, drafts and other obligations for the payment of
money  to  the  corporation or its order.  He shall keep, or cause to be kept,
accurate  books  of  account,  which shall be the property of the corporation.

                                 ARTICLE XVII
                                 ------------

                                   Removals
                                   --------

     The stockholders may, at any meeting called for the purpose, by vote of a
majority  of  the  capital  stock  issued and outstanding and entitled to vote
thereon,  remove  any  director  from  office.

     The  board  of  directors  may, at any meeting called for the purpose, by
vote  of  a  majority of their entire number remove from office any officer or
agent of the corporation or any member of any committee appointed by the board
of  directors  or by any committee of the board of directors or by any officer
or  agent  of  the  corporation.

                                 ARTICLE XVIII
                                 -------------

                                   Vacancies
                                   ---------

     Any  vacancy  occurring  in  any  office  of  the  corporation  by death,
resignation,  removal  or  otherwise and newly created directorships resulting
from  any  increase  in the authorized number of directors, may be filled by a
majority  of  the directors then in office (though less than a quorum) or by a
sole  remaining  director,  and  each  of  the incumbents so chosen shall hold
office  for  the  unexpired  term in respect of which the vacancy occurred and
until  his  successor  shall  have been duly elected and qualified or for such
shorter  period  as  shall  be specified in the filling of such vacancy or, if
such  vacancy  shall  have  occurred  in  the office of director, until such a
successor  shall  have  been  chosen  by  the  stockholders.

                                  ARTICLE XIX
                                  -----------

                             Certificates of Stock
                             ---------------------

     Every  holder  of  stock  in  the corporation shall be entitled to have a
certificate  signed  by,  or in the name of the corporation by the chairman or
vice-chairman  of  the  board  of directors (if one shall be incumbent) or the
president  or a vice-president and by the treasurer or an assistant treasurer,
or  the  secretary  or an assistant secretary, certifying the number of shares
owned  by him in the corporation.  If such certificate is countersigned (1) by
a  transfer  agent  other  than  the  corporation or its employee, or (2) by a
registrar  other than the corporation or its employee, any other signatures on
the certificate may be facsimile.  In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such  officer  before  such  certificate  is  issued,  it may be issued by the
corporation  with  the  same  effect as if he were such officer at the date of
issue.

     If  the  corporation  shall be authorized to issue more than one class of
stock  or more than one series of any class, the designations, preferences and
relative,  participating,  optional  or  other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights shall be set forth in full or summarized on the
face  or  back  of  the  certificates  which  the  corporation  shall issue to
represent  such  class  or  series of stock or there shall be set forth on the
face  or  back  of  the  certificates  which  the  corporation  shall issue to
represent such class or series of stock, a statement that the corporation will
furnish, without charge to each stockholder who so requests, the designations,
preferences  and  relative, participating, optional or other special rights of
each  class  of stock or series thereof and the qualifications, limitations or
restrictions  of such preferences and/or rights.  Any restriction imposed upon
the  transfer  of  shares or registration of transfer of shares shall be noted
conspicuously  on  the  certificate  representing  the  shares subject to such
restriction.

                                  ARTICLE XX
                                  ----------

                              Loss of Certificate
                              -------------------

     The  corporation  may  issue  a  new certificate of stock in place of any
certificate  theretofore  issued  by  it, alleged to have been lost, stolen or
destroyed,  and  the  directors  may  require the owner of the lost, stolen or
destroyed  certificate, or his legal representative, to give the corporation a
bond  sufficient to indemnify it against any claim that may be made against it
on  account  of the alleged loss, theft or destruction of any such certificate
or the issuance of such new certificate in its place and upon such other terms
or  without  any  such  bond  which  the  board  of directors shall prescribe.

                                  ARTICLE XXI
                                  -----------

                                     Seal
                                     ----

     The  corporate  seal  shall,  subject  to  alteration  by  the  board  of
directors,  consist  of  a  flat-faced  circular  die with the word "Delaware"
together with the name of the corporation and the year of its organization cut
or  engraved  thereon.    The  corporate  seal  may be used by causing it or a
facsimile  thereof  to  be  impressed  or  affixed or reproduced or otherwise.

ARTICLE  XXII
--------------

Execution  of  Papers
----------------------

     Except  as  otherwise  provided  in  these  by-laws  or  as  the board of
directors may generally or in particular cases authorize the execution thereof
in  some other manner, all deeds, leases, transfers, contracts, bonds, checks,
drafts  and  other  obligations made, accepted or endorsed by the corporation,
shall  be  signed  by  the  president  or  by  the  treasurer.

                                 ARTICLE XXIII
                                 -------------

                                Indemnification
                                ---------------

     The  corporation  shall  indemnify any person who was or is a party or is
threatened  to be made a party to any threatened, pending or completed action,
suit  or  proceeding, whether civil, criminal, administrative or investigative
(including  an  action by or in the right of the corporation) by reason of the
fact  that  he  is  or  was  a  director,  officer,  employee  or agent of the
corporation,  or is or was serving, at the request of the corporation, another
corporation,  partnership,  joint  venture, trust or other enterprise, against
expenses  (including attorneys' fees), judgments and fines actually imposed or
reasonably  incurred by him in connection with such action, suit or proceeding
unless  in  any  proceeding  he shall be finally adjudged not to have acted in
good  faith in the reasonable belief that his action was in the best interests
of  the  corporation;  provided,  however, that such indemnification shall not
cover  liabilities  in  connection  with any matter which shall be disposed of
through  a  compromise payment by such person, pursuant to a consent decree or
otherwise, unless such compromise shall be approved as in the best interest of
the  corporation,  after  notice that it involves such indemnification, (a) by
the  board of directors by a majority vote of a quorum consisting of directors
who  were  not  parties  to such action, event or proceeding, or (b) if such a
quorum  is  not  obtainable, or, even if obtainable, a quorum of disinterested
directors  so  directs,  by independent legal counsel in a written opinion, or
(c)  by  the  stockholders.    Such indemnification may include payment by the
corporation  of  expenses  incurred in defending a civil or criminal action or
proceeding  in  advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if  he  shall be adjudicated to be not entitled to indemnification under these
provisions.    The  rights  of  indemnification  hereby  provided shall not be
exclusive  of or affect other rights to which any director, officer, employee,
agent  or  stockholder  may be entitled.  As used in this paragraph, the terms
"director",  "officer",  "employee",  "agent"  or  "stockholder" include their
respective  heirs,  executors and administrators, and an "interested" director
or  officer  is one against whom as such the proceeding in question or another
proceeding  on  the  same  or  similar  grounds  is  then  pending.    Any
indemnification  to  which  a person is entitled under this paragraph shall be
provided  although  the person to be indemnified is no longer such a director,
officer,  employee,  agent  or stockholder.  Notwithstanding the foregoing, no
indemnification  shall  be provided hereunder to the extent then prohibited by
applicable  law.


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                                 ARTICLE XXIV
                                 ------------

                                  Fiscal Year
                                  -----------

     Except as from time to time otherwise provided by the board of directors,
the  fiscal  year of the corporation shall end on the last day of June of each
year.

                                  ARTICLE XXV
                                  -----------

                                  Amendments
                                  ----------

     Except  as  otherwise  provided  by  law  or  by  the  certificate  of
incorporation,  these by-laws, as from time to time altered or amended, may be
made,  altered or amended at any annual or special meeting of the stockholders
called  for  the purpose, of which the notice shall specify the subject matter
of  the  proposed  alteration  or  amendment  or  new by-law or the article or
articles  to  be  affected  thereby.    If the certificate of incorporation so
provides,  these by-laws may also be made, altered or amended by a majority of
the whole number of directors.  Such action may be taken at any meeting of the
board  of directors, of which notice shall have been given as for a meeting of
stockholders.

<PAGE>