EXHIBIT 3.1

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                              AMENDED AND RESTATED


                                     BY-LAWS


                                       OF


                                  SEITEL, INC.

                            (a Delaware corporation)




                            Effective: July 26, 2000





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ARTICLE I

     OFFICES

          Section 1.     Registered Office....................................1
                         -----------------
          Section 2.     Other Offices........................................1
                         -------------

ARTICLE II

     MEETINGS OF STOCKHOLDERS

          Section 1.     Time and Place of Meetings.  ........................1
                         --------------------------
          Section 2.     Annual Meetings.  ...................................1
                         ---------------
          Section 3.     Notice of Annual Meetings............................1
                         -------------------------
          Section 4.     Special Meetings.....................................1
                         ----------------
          Section 5.     Notice of Special Meetings.  ........................1
                         --------------------------
          Section 6.     Quorum...............................................1
                         ------
          Section 7.     Order of Business.  .................................2
                         -----------------
          Section 8.     New Business.  ......................................2
                         ------------
          Section 9.     Voting...............................................3
                         ------
          Section 10.    List of Stockholders.................................3
                         --------------------
          Section 11.    Inspectors of Votes..................................3
                         -------------------
          Section 12.    Actions Without a Meeting............................4
                         -------------------------

ARTICLE III

     BOARD OF DIRECTORS

          Section 1.     Powers...............................................4
                         ------
          Section 2.     Number, Tenure, and Qualification....................4
                         ---------------------------------
          Section 3.     Nominations..........................................4
                         -----------
          Section 4.     Removal..............................................6
                         -------
          Section 5.     Resignations.........................................6
                         ------------
          Section 6.     Vacancies............................................6
                         ---------
          Section 7.     Chairman of the Board................................6
                         ---------------------
          Section 8.     Time and Place of Meetings...........................6
                         --------------------------
          Section 9.     Annual Meetings......................................6
                         ---------------
          Section 10.    Regular Meetings--Notice.............................6
                         ------------------------
          Section 11.    Special Meetings--Notice.............................7
                         ------------------------
          Section 12.    Quorum and Manner of Acting..........................7
                         ---------------------------
          Section 13.    Remuneration.........................................7
                         ------------
          Section 14.    Executive Committee; How Constituted and Powers......7
                         -----------------------------------------------
          Section 15.    Organization.........................................8
                         ------------
          Section 16.    Meetings.............................................8
                         --------
          Section 17.    Other Committees.....................................8
                         ----------------
          Section 18.    Minutes of Committees................................8
                         ---------------------
          Section 19.    Alternate Members of Committees......................8
                         -------------------------------
          Section 20.    Actions Without a Meeting............................8
                         -------------------------
          Section 21.    Presence at Meetings by Means of Communications
                         -----------------------------------------------
                         Equipment............................................9
                         ---------


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ARTICLE IV

     NOTICES

          Section 1.     Type of Notice.......................................9
                         --------------
          Section 2.     Waiver of Notice.....................................9
                         ----------------
          Section 3.     Authorized Notices...................................9
                         ------------------

ARTICLE V

     OFFICERS

          Section 1.     Description..........................................9
                         -----------
          Section 2.     Election.............................................9
                         --------
          Section 3.     Salaries............................................10
                         --------
          Section 4.     Term................................................10
                         ----
          Section 5.     Chief Executive Officer.............................10
                         -----------------------
          Section 6.     President...........................................10
                         ---------
          Section 7.     Chief Operating Officer.............................10
                         -----------------------
          Section 8.     Vice Presidents.....................................10
                         ---------------
          Section 9.     Chief Financial Officer.............................10
                         -----------------------
          Section 10.    Secretary and Assistant Secretaries.................11
                         -----------------------------------
          Section 11.    Treasurer and Assistant Treasurers..................11
                         ----------------------------------
          Section 12.    Controller and Assistant Controllers................12
                         ------------------------------------

ARTICLE VI

     INDEMNIFICATION

          Section 1.     Right to Indemnification............................12
                         ------------------------
          Section 2.     Right of Claimant to Bring Suit.....................13
                         -------------------------------
          Section 3.     Nonexclusivity of Rights............................13
                         ------------------------
          Section 4.     Insurance...........................................13
                         ---------
          Section 5.     Indemnification of Agents...........................13
                         -------------------------
          Section 6.     Savings Clause......................................14
                         --------------
          Section 7.     Definitions.........................................14
                         -----------

ARTICLE VII

     CERTIFICATES REPRESENTING STOCK

          Section 1.     Right to Certificate................................14
                         --------------------
          Section 2.     Facsimile Signatures................................14
                         --------------------
          Section 3.     New Certificates....................................14
                         ----------------
          Section 4.     Transfers...........................................15
                         ---------
          Section 5.     Record Date.........................................15
                         -----------
          Section 6.     Registered Stockholders.............................15
                         -----------------------

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ARTICLE VIII

     GENERAL PROVISIONS

          Section 1.     Dividends...........................................15
                         ---------
          Section 2.     Reserves............................................15
                         --------
          Section 3.     Checks..............................................15
                         ------
          Section 4.     Fiscal Year.........................................15
                         -----------
          Section 5.     Corporate Seal......................................16
                         --------------
          Section 6.     Certificate of Incorporation........................16
                         ----------------------------

ARTICLE IX

     AMENDMENTS

          Section 1.     Amendments to By-Laws...............................16
                         ---------------------



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                                    ARTICLE I

                                     OFFICES

         Section 1. Registered Office The registered office of Seitel, Inc. (the
"Corporation")  required by the General Corporation Law of the State of Delaware
to be maintained in the State of Delaware,  shall be such  registered  office as
may be  designated  from time to time by the Board of  Directors  in the  manner
provided by law.

         Section 2. Other Offices The  Corporation may also have offices at such
other place or places,  both within and  without the State of  Delaware,  as the
Board of  Directors  may from  time to time  determine  or the  business  of the
Corporation may require.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. Time and Place of Meetings. All meetings of the stockholders
shall be held at such time and  place,  either  within or  without  the State of
Delaware,  as the Board of Directors  shall  designate and as shall be stated in
the notice of the meeting.

         Section 2. Annual Meetings.  Annual meetings of the stockholders  shall
be held on such date and at such time as shall be  designated  from time to time
by the Board of  Directors  of the  Corporation  and stated in the notice of the
meeting.  At the  annual  meeting,  the  stockholders  shall  elect a  Board  of
Directors and transact such other business as may properly be brought before the
meeting.

         Section  3.  Notice of Annual. Meetings  Written  notice of the  annual
meeting, stating the place, date and hour of the meeting, shall be given to each
stockholder of record entitled to vote at such meeting not less than 10 nor more
than 60 days before the date of the meeting.

         Section 4. Special  Meetings. Special  meetings of the stockholders for
any  purpose  or  purposes,  unless  otherwise  prescribed  by statute or by the
Certificate of  Incorporation,  may be called at any time by the Chairman of the
Board, the President, or by order of the Board of Directors, and shall be called
by the  Secretary  at the  request  in  writing  of a  majority  of the Board of
Directors.  Such  request  shall state the  purpose or purposes of the  proposed
special  meeting.  Business  transacted at any special  meeting of  stockholders
shall be limited to the purposes stated in the notice.

         Section 5. Notice of  Special  Meetings.  Written  notice of  a special
meeting,  stating  the place,  date and hour of the  meeting  and the purpose or
purposes for which the meeting is called,  shall be given to each stockholder of
record  entitled to vote at such  meeting not less than 10 nor more than 60 days
before the date of the meeting.

         Section 6. Quorum. The holders of stock having a majority of the voting
power  of  the  stock  entitled  to be  voted  thereat,  present  in  person  or
represented by proxy,  shall constitute a quorum for the transaction of business
at all  meetings of the  stockholders.  If,  however,  such quorum  shall not be
present or  represented  at any meeting of the  stockholders,  the  stockholders
entitled to vote thereat,  present in person or represented by proxy, shall have
power to adjourn  the  meeting  from time to time  without  notice  (other  than
announcement  at the meeting at which the  adjournment  is taken of the time and
place of the adjourned  meeting) until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be  transacted  that might have been  transacted  at the meeting as
originally  notified.  If the  adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting,  notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote at the meeting.

         Section 7. Order of Business. The order of  business at annual meetings
of stockholders  and, so far as  practicable,  at other meetings of stockholders
shall be determined by the Chairman of the Board.

         Section 8. New Business.

                  (a) At an  annual  meeting  of  stockholders,  only  such  new
business  shall be conducted,  and only such  proposals  shall be acted upon, as
shall have been properly brought before the annual meeting. For any new business

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proposed  by the Board of  Directors  to be properly  brought  before the annual
meeting, such new business shall be approved by the Board of Directors and shall
be stated in writing and filed with the  Secretary of the  Corporation  at least
five days before the date of the annual  meeting,  and all business so approved,
stated and filed shall be considered at the annual meeting.  Any stockholder may
make any other  proposal  at the annual  meeting,  but unless  properly  brought
before the annual  meeting such  proposal  shall not be acted upon at the annual
meeting.  For a proposal to be properly  brought  before an annual  meeting by a
stockholder, the stockholder must have given proper and timely notice thereof in
writing to the Secretary of the Corporation as specified herein. To be timely, a
stockholder's  notice  must  be  delivered  to or  mailed  and  received  at the
principal  executive  offices  of the  Corporation  not later than the date that
corresponds to 120 days prior to the date the Corporation's  proxy statement was
released to  stockholders  in connection with the previous year's annual meeting
of stockholders.  A stockholder's  notice to the Secretary shall set forth as to
each matter the  stockholder  proposes to bring before the annual  meeting (i) a
description of the proposal  desired to be brought before the annual meeting and
the reasons for conducting  such business at the annual  meeting,  (ii) the name
and  address,  as they appear on the  Corporation's  books,  of the  stockholder
proposing such business and any other  stockholders known by such stockholder to
be supporting  such proposal,  (iii) the class and number of shares of the stock
that are held of record,  beneficially  owned,  and  represented by proxy on the
date of such  stockholder  notice and on the record date of the meeting (if such
date shall have been made  publicly  available)  by the  stockholder  and by any
other  stockholders  known by such stockholder to be supporting such proposal on
such dates, (iv) any financial interest of the stockholder in such proposal, and
(v) all other information that would be required to be filed with the Securities
and Exchange  Commission  if, with  respect to any such item of  business,  such
stockholder or  stockholders  were a participant  in a  solicitation  subject to
Section 14 of the Securities Exchange Act of 1934, as amended.

                  (b) The Board of Directors may reject any stockholder proposal
not made strictly in accordance with the terms of this Section 8. Alternatively,
if the Board of  Directors  fails to consider  the  validity of any  stockholder
proposal,  the  presiding  officer of the  annual  meeting  shall,  if the facts
warrant,  determine  and  declare at the  annual  meeting  that the  stockholder
proposal was not made in strict accordance with the terms of this Section 8 and,
if the presiding  officer  should so determine,  the presiding  officer shall so
declare at the annual  meeting and any such  business or proposal  not  properly
brought before the annual meeting shall not be acted upon at the annual meeting.
This provision shall not prevent the  consideration  and approval or disapproval
at the annual meeting of reports of officers,  directors,  and committees of the
Board of Directors,  but, in connection with such reports, no new business shall
be acted upon at such annual  meeting  unless  stated,  filed,  and  received as
herein provided.

         Section 9. Voting. Except as otherwise  provided in the Certificate  of
Incorporation,  each  stockholder  shall, on each matter  submitted to a vote at
each meeting of the stockholders,  be entitled to one vote in person or by proxy
for  each  share  of  stock  of the  Corporation  held by such  stockholder  and
registered in such  stockholder's  name on the books of the  Corporation  on the
date  fixed  pursuant  to the  provisions  of  Section 5 of  Article VI of these
By-Laws as the record date for the  determination  of stockholders  who shall be
entitled  to  notice  of and to vote at such  meeting.  Shares  of its own stock
belonging to the  Corporation  or to another  corporation,  if a majority of the
shares  entitled to vote in the election of directors of such other  corporation
is held  directly or  indirectly  by the  Corporation,  shall not be entitled to
vote.  Any vote by  stock of the  Corporation  may be  given at any  meeting  of
stockholders  by  the  stockholder  entitled  thereto,  in  person  or  by  such
stockholder's  proxy  appointed by an instrument  in writing  subscribed by such
stockholder or by such  stockholder's  attorney  thereunto  duly  authorized and
delivered  to the  Secretary  of the  Corporation  or to  the  secretary  of the
meeting;  provided,  however,  that no proxy  shall be voted or acted upon after
three years from its date,  unless said proxy shall provide for a longer period.
Each  proxy  shall  be  revocable  unless  expressly   provided  therein  to  be
irrevocable and unless otherwise made irrevocable by law. At all meetings of the
stockholders,  all  matters,  except  where other  provision is made by law, the
Certificate of Incorporation,  or these By-Laws, shall be decided by the vote of
a majority of the votes cast by the  stockholders  present in person or by proxy
and entitled to vote  thereat,  a quorum  being  present.  Unless  demanded by a
stockholder of the  Corporation  present in person or by proxy at any meeting of
the stockholders  and entitled to vote thereat,  or so directed by the presiding
officer of the meeting, the vote thereat on any question other than the election
or removal of directors need not be by written ballot. Upon a demand of any such
stockholder  for a vote by written ballot on any question or at the direction of
such  presiding  officer that a vote by written ballot be taken on any question,
such vote shall be taken by written ballot.  On a vote by written  ballot,  each
ballot  shall be  signed by the  stockholder  voting,  or by such  stockholder's
proxy, if there be such proxy, and shall state the number of shares voted.


<PAGE>
         Section 10. List of Stockholders. It shall be the duty of the Secretary
or other officer of the  Corporation  who shall have charge of its stock ledger,
either directly or through another officer of the Corporation  designated by the
Secretary or through a transfer  agent  appointed by the Board of Directors,  to
prepare and make, at least ten days before every meeting of the stockholders,  a
complete  list  of the  stockholders  entitled  to  vote  thereat,  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 before said
meeting,  either at a place  within the city  where said  meeting is to be held,
which  place shall be  specified  in the notice of said  meeting,  or, if not so
specified, at the place where said meeting is to be held. The list shall also be
produced  and kept at the time and place of said  meeting  during the whole time
thereof,  and may be inspected by any stockholder of record who shall be present
thereat.  The  stock  ledger  shall  be the  only  evidence  as to who  are  the
stockholders entitled to examine the stock ledger, such list or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

         Section 11. Inspectors of Votes. The  presiding  officer of the meeting
may appoint two inspectors of votes to act at each meeting of the  stockholders,
unless the Board of Directors  shall have  theretofore  made such  appointments.
Each inspector of votes shall first subscribe an oath or affirmation  faithfully
to execute  the  duties of an  inspector  of votes at the  meeting  with  strict
impartiality  and  according  to the  best of  such  inspector's  ability.  Such
inspectors of votes,  if any,  shall take charge of the ballots,  if any, at the
meeting,  and after the balloting on any question,  shall count the ballots cast
and shall  make a report in  writing  to the  secretary  of the  meeting  of the
results of the balloting. An inspector of votes need not be a stockholder of the
Corporation,  and any officer of the Corporation may be an inspector of votes on
any  question  other than a vote for or against such  officer's  election to any
position with the Corporation or on any other question in which such officer may
be directly interested.

         Section 12. Actions Without a Meeting. Unless otherwise provided in the
Certificate  of  Incorporation,  any action  permitted  or required by law,  the
Certificate  of  Incorporation  or these  bylaws  to be taken  at a  meeting  of
stockholders, may be taken without a meeting, without prior notice and without a
vote,  if a consent in  writing,  setting  forth the  action so taken,  shall be
signed by the  holders of  outstanding  stock  having not less than the  minimum
number of votes that would be  necessary  to  authorize or take such action at a
meeting at which all shares  entitled to vote  thereon  were  present and voted.
Prompt  notice of the taking of the corporate  action  without a meeting by less
than a  unanimous  written  consent  shall be given  by the  Secretary  to those
stockholders who have not consented in writing.


                                   ARTICLE III


                               BOARD OF DIRECTORS

         Section 1. Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors,  which shall have and may exercise all powers
of the  Corporation  and  take  all  lawful  acts  as are  not by  statute,  the
Certificate  of  Incorporation,  or these  By-Laws  directed  or  required to be
exercised or taken by the stockholders.

         Section 2. Number, Tenure,  and  Qualification. The number of directors
which shall  constitute  the whole Board of Directors  shall be determined  from
time to time by resolution of the Board of Directors  (provided that no decrease
in the number of directors which would have the effect of shortening the term of
an incumbent  director may be made by the Board of  Directors).  If the Board of
Directors makes no such  determination,  the number of directors shall be seven.
The directors shall be elected at the annual meeting of the stockholders, except
as provided in Section 6 of this Article III, and each  director  elected  shall
hold office until such  director's  successor is duly elected and qualified,  or
until such director's  death or retirement or until such director  resigns or is
removed  in the manner  hereinafter  provided.  Directors  shall be elected by a
plurality of the votes of the shares  present in person or  represented by proxy
and  entitled  to vote on the  election  of  directors  at any annual or special
meeting of stockholders. Such election shall be by written ballot.

         Unless  otherwise   provided  in  the  Certificate  of   Incorporation,
directors need not be stockholders nor residents of the State of Delaware.

         Section 3. Nominations.

                  (a) If a person is to be  elected  to the  Board of  Directors
because of a vacancy existing on the Board, nomination shall be made only by the

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Board of Directors or by a nominating  committee of the Board of Directors  (the
Board of Directors as a whole or such  committee of the Board being  referred to
herein as the "nominating  committee")  pursuant to the affirmative  vote of the
majority of the entire  membership of the nominating  committee.  The nominating
committee  shall also make  nominations  for the  directors to be elected by the
stockholders  of the  Corporation  at an annual meeting of the  stockholders  as
provided in this section.

                  (b) Only persons  nominated in accordance  with the procedures
set forth in this  Section 3 shall be eligible  for  election as  directors at a
special or annual meeting of stockholders. The nominating committee shall select
the  nominees  for  election  as  directors.  Except  in the  case of a  nominee
substituted  as a result of the death,  incapacity,  disqualification,  or other
inability to serve as a nominee,  the nominating committee shall deliver written
nominations  to the  Secretary  at least 30 days prior to the date of the annual
meeting  and at least one day prior to the date of a special  meeting.  Nominees
substituted  as a result of the death,  incapacity,  disqualification,  or other
inability to serve as a nominee  shall be delivered to the Secretary as promptly
as  practicable.  Provided the  nominating  committee  selects the nominees,  no
nominees for directors  except those made by the nominating  committee  shall be
voted upon at the annual meeting unless other  nominations by  stockholders  are
made in accordance  with the  provisions of this Section 3. Ballots  bearing the
names of all the persons  nominated  for  election as  directors at a special or
annual meeting in accordance  with the procedures set forth in this Section 3 by
the nominating  committee and by  stockholders  shall be provided for use at the
meeting. However, except in the case of a nominee substituted as a result of the
death, incapacity,  disqualification,  or other inability to serve as a nominee,
if the  nominating  committee  shall  fail or  refuse  to  nominate  a slate  of
directors  at least 30 days prior to the date of the annual  meeting or at least
one day prior to the date of the special meeting,  nominations for directors may
be made at the annual meeting by any  stockholder  entitled to vote and shall be
voted upon. No person shall be elected as a director of the  Corporation  unless
nominated in accordance with the terms set forth in this Section 3.

                  (c)  Nominations of  individuals  for election to the Board of
Directors of the Corporation at an annual meeting of stockholders may be made by
any  stockholder  of the  Corporation  entitled  to  vote  for the  election  of
directors  at that meeting who complies  with the  procedures  set forth in this
Section 3. To be timely with respect to elections to be held at annual  meetings
of  stockholders,  a  stockholder's  notice shall be delivered to, or mailed and
received at, the principal  executive  offices of the  Corporation not less than
120 days prior nor more than 150 days prior to the date the Corporation's  proxy
statement was released to  stockholders  in connection  with the previous year's
annual meeting of stockholders. Such stockholder's notice shall set forth (x) as
to each  person  whom the  stockholder  proposes  to  nominate  for  election or
re-election  as a director (A) the name,  age,  business  address and  residence
address of such person,  (B) the  principal  occupation  or  employment  of such
person, (C) the classes and number of shares of capital stock of the Corporation
that are owned of record and  beneficially  owned by such  person on the date of
such stockholder  notice and (D) any other  information  relating to such person
that is required to be  disclosed  in  solicitations  of proxies with respect to
nominees for election as directors  pursuant to Section 14 under the  Securities
Exchange  Act of 1934,  as  amended;  and (y) as to the  stockholder  giving the
notice (A) the name and address,  as they appear on the Corporation's  books, of
such  stockholder  and any other  stockholders  known by such  stockholder to be
supporting  such  nominees,  and (B) the classes and number of shares of capital
stock of the Corporation that are owned of record and beneficially owned by such
stockholder on the date of such stockholder notice and by any other stockholders
known by such  stockholder  to be  supporting  such nominees on the date of such
stockholder notice.

                  (d) The Board of  Directors  may  reject any  nomination  by a
stockholder  not made in strict  accordance  with the terms of this  Section  3.
Alternatively,  if the Board of Directors  fails to consider the validity of any
nominations by a stockholder, the presiding officer of the meeting shall, if the
facts  warrant,  determine and declare at the meeting that a nomination  was not
made in  strict  accordance  with  the  terms of this  Section  3,  and,  if the
presiding officer should so determine, the presiding officer shall so declare at
the meeting and the defective nomination shall be disregarded.

         Section 4. Removal. Any director or the entire Board of  Directors  may
be removed,  with or without  cause,  by the holders of a majority of the shares
then  entitled  to vote at an  election  of  directors;  provided  that,  if the
Certificate  of  Incorporation  expressly  grants to  stockholders  the right to
cumulate  votes for the election of directors  and if less than the entire board
is to be removed,  no director  may be removed  without  cause if the votes cast
against such  director's  removal  would be sufficient to elect such director if
then cumulatively voted at an election of the entire Board of Directors.
<PAGE>
         Section 5. Resignations.  Any director may resign at any time by giving

written notice of such director's  resignation to the Corporation,  effective at
the time specified therein or, if not specified, immediately upon its receipt by
the  Corporation.  Unless  otherwise  specified in the notice,  acceptance  of a
resignation shall not be necessary to make it effective.

         Section 6. Vacancies. Unless  otherwise  provided in the Certificate of
Incorporation,  vacancies 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,  although less than a quorum,  or a sole remaining
director;  and any  director so chosen  shall hold office  until the next annual
election  and until such  director's  successor  shall be duly elected and shall
qualify, unless sooner displaced.

         Section 7. Chairman  of the Board. The Board of  Directors  may elect a
Chairman  of the Board,  who shall be a director  but need not  otherwise  be an
officer of the Corporation.  Except as otherwise provided in these By-Laws,  the
Chairman of the Board, if any, shall preside,  when present,  at all meetings of
stockholders and at all meetings of the Board of Directors.  The Chairman of the
Board  shall  advise  and  counsel  the  President  and  other  officers  of the
Corporation  and shall  exercise such other powers and perform such other duties
as from time to time may be assigned  to the  Chairman of the Board by the Board
of Directors.


                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 1. Time and Place of  Meetings. The Board of  Directors  of the
Corporation may hold meetings, both regular and special, at such time and places
as it determines.

         Section 2. Annual Meetings. Except as otherwise determined by the Board
of  Directors,  the first  meeting of each  newly  elected  Board  shall be held
immediately  following the annual meeting of  stockholders at which the Board is
elected and at the same place as such meeting,  and no notice of such meeting to
the newly  elected  directors  shall be necessary in order legally to constitute
the  meeting,  provided a quorum  shall be present.  If such meeting is not held
immediately  following the annual  meeting of  stockholders,  the meeting may be
held at such  time  and  place  as  shall  be  specified  in a  notice  given as
hereinafter provided for special meetings of the Board of Directors, or as shall
be specified in a written waiver signed by all of the directors.

         Section 3. Regular  Meetings--Notice.  Regular meetings of the Board of
Directors may be held without notice.

         Section 4. Special  Meetings--Notice. Special  meetings of the Board of
Directors may be called by the Chairman of the Board,  Chief Executive  Officer,
or a majority of the  directors  on 24 hours'  notice to each  director,  either
personally or by telephone or by mail,  telegraph,  telex, cable,  wireless,  or
other form of recorded  communication;  special  meetings shall be called by the
Secretary  in like  manner  and on like  notice on the  written  request  of the
Chairman of the Board, Chief Executive Officer, or two directors.  Notice of any
such  meeting  need not be given to any  director,  however,  if  waived by such
director in writing or by telegraph,  telex, cable,  wireless,  or other form of
recorded communication, or if such director shall be present at the meeting.

         Section 5. Quorum and Manner of Acting. At all meetings of the Board of
Directors,  50% of the  directors  at the time in  office  (but  not  less  than
one-third  of the total  number of  directors  constituting  the whole  Board of
Directors  pursuant to Section 2 of this Article III) shall  constitute a quorum
for the  transaction  of  business,  and the act 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, except as may be otherwise specifically provided by statute,
by the Certificate of Incorporation,  or these By-Laws. If a quorum shall not be
present at any  meeting of the Board of  Directors,  the  directors  present may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

         Section 6. Remuneration. As expressly provided by resolution adopted by
the Board of Directors,  the directors may, as such,  receive  remuneration  for
their services; and the Board of Directors may at any time and from time to time
by resolution  provide that a specified sum shall be paid to any director of the
Corporation,  either as such director's annual  remuneration as such director or
member of any  committee of the Board of Directors or as  remuneration  for such
director's  attendance  at each  meeting of the Board of  Directors  or any such
committee. The Board of Directors may also likewise provide that the Corporation
shall  reimburse each director for any expenses paid by such director on account
of such director's  attendance at any meeting.  Nothing in this Section 13 shall
be construed to preclude any director from serving the  Corporation in any other
capacity and receiving remuneration therefor.

<PAGE>
                             COMMITTEES OF DIRECTORS

         Section 1. Executive Committee; How Constituted and Powers.  The  Board
of Directors may in its  discretion,  by resolution  passed by a majority of the
whole Board of Directors,  designate an Executive Committee consisting of one or
more of the directors of the  Corporation.  Subject to the provisions of Section
141 of the General Corporation Law of the State of Delaware,  the Certificate of
Incorporation,  and these By-Laws,  the Executive  Committee  shall have and may
exercise,  when the Board of  Directors  is not in  session,  all the powers and
authority  of the Board of  Directors  in the  management  of the  business  and
affairs of the  Corporation,  and shall have the power to authorize  the seal of
the  Corporation  to be  affixed  to all papers  which may  require  it; but the
Executive  Committee  shall not have the power or authority to (a) authorize the
issuance of capital  stock or grant and  authorize  options or other rights with
respect to such issuance,  (b) declare a dividend,  or (c) fill vacancies in the
Board of Directors, the Executive Committee, or any other committee of directors
or to elect or approve officers of the Corporation. The Board of Directors shall
have the power at any time,  by  resolution  passed by a  majority  of the whole
Board of Directors, to change the membership of the Executive Committee, to fill
all vacancies in it, or to dissolve it, either with or without cause.

         Section 2. Organization. The Chairman of the Executive Committee, to be
selected by the Board of Directors, shall act as chairman at all meetings of the
Executive Committee and the Secretary shall act as Secretary thereof. In case of
the absence from any meeting of the  Executive  Committee of the Chairman of the
Executive  Committee or the  Secretary,  the  Executive  Committee may appoint a
chairman or secretary, as the case may be, of the meeting.

         Section 3. Meetings.  Regular  meetings of the Executive  Committee, of
which no notice shall be necessary, may be held on such days and at such places,
within or without the State of Delaware, as shall be fixed by resolution adopted
by a majority of the Executive  Committee and communicated in writing to all its
members.  Special  meetings of the  Executive  Committee  shall be held whenever
called by the Chairman of the  Executive  Committee or a majority of the members
of the Executive Committee then in office. Notice of each special meeting of the
Executive Committee shall be given by mail, telegraph,  telex, cable,  wireless,
or  other  form of  recorded  communication  or be  delivered  personally  or by
telephone  to each  member of the  Executive  Committee  not later  than the day
before the day on which such  meeting is to be held.  Notice of any such meeting
need not be given to any member of the Executive  Committee,  however, if waived
by such member in writing or by telegraph, telex, cable, wireless, or other form
of recorded  communication,  or if such member shall be present at such meeting;
and any meeting of the Executive  Committee shall be a legal meeting without any
notice thereof having been given, if all the members of the Executive  Committee
shall be present  thereat.  Subject to the  provisions  of this Article III, the
Executive Committee,  by resolution adopted by a majority of the whole Executive
Committee, shall fix its own rules of procedure.

         Section 4. Other  Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more other committees,
each  committee to consist of one or more of the  directors of the  Corporation.
Any  committee,  to the  extent  provided  in the  resolution  of the  Board  of
Directors and not  prohibited by law, 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 may authorize the seal of the Corporation to be
affixed to all papers  that may require  it. At any  meeting of a  committee,  a
majority  of the  members of the  committee  shall  constitute  a quorum for the
transaction of business, and the act of a majority of the members present at any
meeting at which a quorum is present shall be the act of the committee.

         Section 5. Minutes of  Committees.  Each  committee  shall keep regular
minutes  of its  meetings  and  proceedings  and report the same to the Board of
Directors at the next meeting thereof.

         Section 6. Alternate Members of Committees.  The Board of Directors may
designate one or more directors as alternate members of the Executive  Committee
or any other committee, who may replace any absent or disqualified member at any
meeting  of the  committee,  or if none be so  appointed,  the member or members
thereof present at any meeting and not disqualified from voting,  whether or not
such member or members  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.



<PAGE>


                                     GENERAL

         Section 1. Actions Without a Meeting. 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,  if all  members of the Board of  Directors  or
committee,  as the case may be,  consent  thereto in writing  and the writing or
writings are filed with the minutes of  proceedings of the Board of Directors or
the committee.

         Section 2. Presence at Meetings by Means of  Communications  Equipment.
Members of the Board of Directors,  or of any committee  designated by the Board
of  Directors,  may  participate  in a  meeting  of the  Board of  Directors  or
committee by means of conference telephone or similar  communications  equipment
by means of which all persons participating in the meeting can hear one another.
Participation  in  a  meeting  conducted  pursuant  to  this  Section  21  shall
constitute presence in person at the meeting.


                                   ARTICLE IV


                                     NOTICES

         Section 1. Type of  Notice.   Whenever,  under  the  provisions  of any
applicable statute, the Certificate of Incorporation,  or these By-Laws,  notice
is required to be given to any director or stockholder,  the  requirement  shall
not be  construed  to mean  personal  notice,  but such  notice  may be given in
writing,  in person,  or by mail,  addressed to such director or  stockholder at
such  director's  or  stockholder's  address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when it shall be deposited in the United  States mail.  Notice
to directors may also be given in any manner permitted by Article III hereof and
shall be deemed to be given at the time when first  transmitted by the method of
communication so permitted.

         Section 2. Waiver of Notice.  Whenever any notice  is  required  to  be
given  under the  provisions  of any  applicable  statute,  the  Certificate  of
Incorporation,  or these  By-Laws,  a waiver  thereof in writing,  signed by the
person or persons  entitled  to said  notice,  whether  before or after the time
stated therein, shall be deemed equivalent thereto, and transmission of a waiver
of notice  by a  director  or  stockholder  by mail,  telegraph,  telex,  cable,
wireless, or other form of recorded communication may constitute such a waiver.

         Section 3. Authorized  Notices. Unless otherwise  specified herein, the
Secretary  or such  other  person  or  persons  as the Chief  Executive  Officer
designates shall be authorized to give notices for the Corporation.


                                   ARTICLE V

                                    OFFICERS

         Section 1. Description.  The  elected officers of the Corporation shall
be a President,  one or more Vice  Presidents,  with or without such descriptive
titles  as the  Board of  Directors  shall  deem  appropriate,  a  Secretary,  a
Treasurer, and a Controller,  and, as provided in Article III, a Chairman of the
Board.  The Board of  Directors  by  resolution  shall also  appoint one or more
Assistant Secretaries,  Assistant Treasurers,  Assistant  Controllers,  and such
other  officers  and agents as from time to time may appear to be  necessary  or
advisable  in the  conduct of the  affairs of the  Corporation.  Any two or more
offices may be held by the same person.

         Section 2. Election.   The  Board  of  Directors  at  its first meeting
after each annual meeting of  stockholders  shall elect and appoint the officers
to fill the positions designated in Section 1 of this Article V.

         Section 3. Salaries.  The  Board of  Directors  shall fix all  salaries
of all elected officers of the Corporation.

         Section 4. Term. An officer of the Corporation  shall hold office until
such officer  resigns or such officer's  successor is chosen and qualified.  Any

<PAGE>

officer  elected or appointed by the Board of Directors may be removed,  with or
without cause,  at any time by the  affirmative  vote of a majority of the whole
Board of Directors.  The Board of Directors shall fill any vacancy  occurring in
any office of the  Corporation  by death,  resignation,  removal,  or otherwise.
Election  or  appointment  of an  officer  or agent  shall not of itself  create
contract rights.

         Section 5. Chief  Executive  Officer.  The President shall be the Chief
Executive  Officer of the  Corporation  unless the Board of Directors  elects or
appoints one of the  directors or another  officer as Chief  Executive  Officer.
Subject  to the  provisions  of these  By-Laws  and the  control of the Board of
Directors,  the Chief  Executive  Officer shall have general  supervision of the
affairs of the Corporation and shall have general and active  executive  charge,
management,  and control of all the business,  operations, and properties of the
Corporation  with  all  such  powers  as  may be  reasonably  incident  to  such
responsibilities. In the absence of the Chairman of the Board, if any, the Chief
Executive Officer shall preside,  when present, at all meetings of stockholders.
The Chief  Executive  Officer shall see that all orders and  resolutions  of the
stockholders  and the Board of  Directors  are carried  into  effect.  The Chief
Executive Officer shall have all the powers and authority  usually  appertaining
to the chief executive officer of a corporation (except as otherwise provided in
these By-Laws),  as may be designated in accordance  with these By-Laws,  and as
from time to time may be assigned to the Chief Executive Officer by the Board of
Directors.

         Section 6. President.   Unless   the   Board  of  Directors   otherwise
determines, the President shall have the authority to agree upon and execute all
bonds,  evidences  of  indebtedness,   deeds,  leases,   contracts,   and  other
obligations in the name of the Corporation and affix the corporate seal thereto;
to sign stock certificates;  and to exercise such other powers and duties as may
be designated  in accordance  with these By-Laws and as from time to time may be
assigned to the President by the Board of Directors.

         Section 7. Chief Operating Officer The Chief Operating Officer,  if one
is elected by the Board, shall have, subject to review and approval of the Chief
Executive  Officer,  if different  from the  President,  and the  President,  if
different from the Chief Operating Officer, the responsibility for the operation
of the  Corporation  and shall  exercise  such other powers and duties as may be
designated  in  accordance  with these  By-Laws  and as from time to time may be
assigned to the Chief Operating Officer by the Board of Directors.

         Section 8. Vice  Presidents.  In the absence of the President or in the
event of the President's  inability or refusal to act, the Vice President (or in
the event  there be more than one Vice  President,  the Vice  Presidents  in the
order  designated  by the Board,  or in the absence of any  designation,  in the
order of their  election) shall have the authority to agree upon and execute all
bonds,  evidences  of  indebtedness,   deeds,  leases,   contracts,   and  other
obligations in the name of the Corporation and affix the corporate seal thereto;
to sign stock certificates,  subject to all the restrictions upon the President.
The Vice  Presidents  shall perform such other duties and have such other powers
as the Board of Directors,  the Chairman of the Board, or the President may from
time to time prescribe.

         Section 9. Chief  Financial  Officer.  Subject to the  direction of the
Board of  Directors,  the Chairman of the Board,  and the  President,  the Chief
Financial Officer shall perform all duties and have all powers that are commonly
incident to that position. The Chief Financial Officer shall have active control
of and responsibility for all matters pertaining to the financial affairs of the
Corporation and its  subsidiaries.  The Chief  Financial  Officer shall have the
authority to execute and deliver bonds, deeds, contracts, and stock certificates
of and  for  the  Corporation,  and to  affix  the  corporate  seal  thereto  by
handwritten or facsimile signature and all other powers customarily appertaining
to such office,  except to the extent otherwise limited or enlarged by the Board
of Directors.  The Chief  Financial  Officer shall report to the Chief Executive
Officer  and to the  Executive  Committee  and the  Board  of  Directors  of the
Corporation at their request on all financial matters of the Corporation.

         Section 10. Secretary and Assistant Secretaries.

                  (a) The Secretary or an Assistant  Secretary  shall attend all
meetings of the Board of  Directors  and all  meetings of the  stockholders  and
record all  proceedings of the meetings of the  stockholders  of the Corporation
and of the Board of Directors in a book to be kept for that  purpose,  and shall
perform like duties for the standing  committees  when  required.  The Secretary
shall be under the  supervision  of the Chairman of the Board and the  President
and shall  perform such other duties as may be prescribed by the Chairman of the
Board or the  President.  The  Secretary  shall  have  charge of the seal of the
Corporation and have authority to affix the seal to any instrument requiring it.
When so affixed, the seal shall be attested by the signature of the Secretary or
Treasurer or an  Assistant  Secretary  or  Assistant  Treasurer,  which may be a
facsimile. The Secretary shall keep and account for all books, documents, papers
and  records of the  Corporation  except  those for which some other  officer or
agent is properly accountable.  The Secretary shall have authority to sign stock
certificates and shall generally perform all the duties usually  appertaining to
the office of the Secretary of a corporation.
<PAGE>

                  (b) Assistant  Secretaries shall assist the Secretary,  and in
the absence or disability of the Secretary,  perform the duties and exercise the
powers of the  Secretary.  They shall  perform  such other  duties and have such
other powers as the Board of Directors,  Chief Executive  Officer,  or President
may from time to time prescribe.

         Section 11. Treasurer and Assistant Treasurers.

                  (a) The Treasurer  shall  perform all the duties  customary to
that office,  and shall have the  responsibility  for and custody over all funds
and securities of the Corporation.  The Treasurer shall make such  disbursements
of the funds of the  Corporation as are authorized and shall render from time to
time an account of all such transactions. The Treasurer shall have the authority
to endorse for deposit or collection, or otherwise, all commercial paper payable
to the  Corporation,  and to give proper receipts or discharges for all payments
to the  Corporation.  The Treasurer shall be responsible for all terms of credit
granted by the  Corporation  and for the  collection  of all its  accounts.  The
Treasurer  shall  have the  authority  to  execute  and  deliver  bonds,  deeds,
contracts,  and stock certificates of and for the Corporation,  and to affix the
corporate  seal  thereto by  handwritten  or facsimile  signature  and all other
powers customarily  appertaining to such office,  except to the extent otherwise
limited or enlarged.  The Treasurer  shall be under the supervision of the Chief
Financial  Officer and shall  perform such other duties as may be  prescribed to
the Treasurer by the Chief Financial Officer.

                  (b) Assistant  Treasurers  shall assist the Treasurer  and, in
the absence or disability of the Treasurer,  perform the duties and exercise the
powers of the Treasurer.

         Section 12. Controller and Assistant Controllers.

                  (a) The Controller  shall be the Chief  Accounting  Officer of
the Corporation.  The Controller shall be responsible for all matters pertaining
to the accounts of the Corporation,  its  subsidiaries  and divisions,  with the
supervision  of the  books of  account,  their  installation,  arrangement,  and
classification.  The Controller  shall maintain  adequate records of all assets,
liabilities,  and  transactions;  see that an adequate  system of internal audit
thereof is regularly  maintained;  coordinate  the efforts of the  Corporation's
independent public accountants in its external audit program;  receive,  review,
and  consolidate  all operating and financial  statements of the Corporation and
its various  departments and  subsidiaries;  and prepare  financial  statements,
reports,  and analyses.  The Controller shall have supervision of the accounting
practices  of the  Corporation  and  of  each  subsidiary  and  division  of the
Corporation  and  shall  prescribe  the  duties  and  powers  of the  accounting
personnel of the  subsidiaries  and divisions.  The Controller shall cause to be
maintained an adequate system of financial control through a program of budgets,
financial planning,  and interpretive reports. The Controller shall initiate and
enforce  accounting   measures  and  procedures  whereby  the  business  of  the
Corporation  and its  subsidiaries  and  divisions  shall be conducted  with the
maximum  efficiency  and  economy.  The  Controller  shall have all other powers
customarily  appertaining  to the  office of  controller,  except to the  extent
otherwise limited or enlarged.  The Controller shall be under the supervision of
the Chief Financial Officer.

                  (b) The Assistant Controllers shall assist the Controller, and
if the Controller is unavailable,  perform the duties and exercise the powers of
the Controller.



<PAGE>


                                   ARTICLE VI


                                 INDEMNIFICATION

         Section 1. Right to  Indemnification.  Each person who was or is made a
party or is threatened to be made a party to 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 or a person
of whom he or she is the legal representative, is or was or has agreed to become
a director,  officer or employee of the  Corporation or is or was serving or has
agreed  to serve at the  request  of the  Corporation  as a  director,  officer,
employee or agent of another  corporation  or of a  partnership,  joint venture,
trust or other  enterprise,  including  service with respect to employee benefit
plans,  whether the basis of such  proceeding  is alleged  action in an official
capacity as a  director,  officer,  employee  or agent or in any other  capacity
while  serving or having  agreed to serve as a  director,  officer,  employee or
agent shall be indemnified  and held harmless by the  Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended,  (but, in the case of any such amendment,  only to the
extent  that  such  amendment   permits  the   Corporation  to  provide  broader
indemnification  rights than said law permitted the Corporation to provide prior
to such amendment)  against all expense,  liability and loss (including  without
limitation,  attorneys' fees, judgments,  fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such  indemnification  shall continue as
to a person who has ceased to serve in the  capacity  which  initially  entitled
such person to indemnity  hereunder and shall inure to the benefit of his or her
heirs, executors and administrators;  provided, however, that except as provided
in Section 2 of this Article VI with respect to  proceedings  seeking to enforce
rights to  indemnification,  the  Corporation  shall  indemnify  any such person
seeking  indemnification  in  connection  with a  proceeding  (or part  thereof)
initiated  by  such  person  only if  such  proceeding  (or  part  thereof)  was
authorized  by  the  board  of  directors  of  the  Corporation.  The  right  to
indemnification conferred in this Article VI shall be a contract right and shall
include  the  right  to be paid by the  Corporation  the  expenses  incurred  in
defending  any such  proceeding in advance of its final  disposition;  provided,
however,  that, if the Delaware General Corporation Law requires, the payment of
such expenses  incurred by a current,  former or proposed director or officer in
his or her  capacity as a director  or officer or  proposed  director or officer
(and not in any other  capacity in which service was or is or has been agreed to
be  rendered by such person  while a director  or  officer,  including,  without
limitation,  service  to an  employee  benefit  plan) in  advance  of the  final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an  undertaking,  by or on behalf of such  indemnified  person,  to repay all
amounts so advanced if it shall  ultimately be determined that such  indemnified
person is not entitled to be indemnified under this Section or otherwise.

         Section 2. Right of Claimant to Bring Suit. If a written claim received
by the Corporation from or on behalf of an indemnified  party under this Article
VI is not paid in full by the Corporation within thirty days after such receipt,
the claimant may at any time  thereafter  bring suit against the  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. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses  incurred in defending any proceeding in advance of
its final disposition where the required  undertaking,  if any is required,  has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation.  Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he or she has met the  applicable  standard  of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a  presumption  that the claimant has
not met the applicable standard of conduct.

         Section 3. Nonexclusivity of Rights.  The right to indemnification  and
the advancement  and payment of expenses  conferred in this Article VI shall not
be exclusive  of any other right which any person may have or hereafter  acquire
under  any  law  (common  or  statutory),   provision  of  the   Certificate  of
Incorporation  of the  Corporation,  bylaw,  agreement,  vote of stockholders or
disinterested directors or otherwise.
<PAGE>

         Section 4. Insurance.  The Corporation may maintain  insurance,  at its
expense,  to protect  itself and any person who is or was serving as a director,
officer,  employee  or  agent of the  Corporation  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture, trust or other enterprise against any
expense,  liability or loss, whether or not the Corporation would have the power
to  indemnify  such person  against  such  expense,  liability or loss under the
Delaware General Corporation Law.

         Section 5. Indemnification  of Agents.   The  Corporation  may,  to the
extent  authorized from time to time by the Board of Directors,  grant rights to

<PAGE>

indemnification,  and rights to be paid by the Corporation the expenses incurred
in defending any proceeding in advance of its final disposition, to any agent of
the  Corporation to the fullest extent of the provisions of this Article VI with
respect  to the  indemnification  and  advancement  of  expenses  of  directors,
officers and employees of the Corporation.

         Section 6. Savings  Clause.  If this  Article VI or any portion  hereof
shall be invalidated on any ground by any court of competent jurisdiction,  then
the Corporation shall nevertheless indemnify and hold harmless each director and
officer  of the  Corporation,  as to  costs,  charges  and  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement with respect
to any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative  to the full extent  permitted by any  applicable  portion of this
Article  VI that  shall  not have been  invalidated  and to the  fullest  extent
permitted by applicable law.

         Section 7. Definitions.  For purposes of this Article, reference to the
"Corporation"  shall include,  in addition to the  Corporation,  any constituent
corporation   (including  any  constituent  of  a  constituent)  absorbed  in  a
consolidation  or merger  prior to (or,  in the case of an  entity  specifically
designated in a resolution of the Board of Directors, after) the adoption hereof
and which, if its separate existence had continued, would have had the power and
authority to indemnify its directors,  officers and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under the  provisions of this Article with respect to the resulting or
surviving corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.



<PAGE>


                                   ARTICLE VII


                         CERTIFICATES REPRESENTING STOCK

         Section 1. Right  to  Certificate.    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  of the Board,  the  President  or a Vice
President and by the Secretary,  an Assistant  Secretary,  the Treasurer,  or an
Assistant Treasurer of the Corporation, certifying the number of shares owned by
such holder in the Corporation.  If the Corporation shall be authorized to issue
more than one class of stock or more than one series of any class,  the  powers,
designations, preferences, and relative, participating, option, or other special
rights  of each  class  of  stock  or  series  thereof  and the  qualifications,
limitations, or restrictions of such preferences or rights shall be set forth in
full or summarized on the face or back of the  certificate  that the Corporation
shall issue to represent such class or series of stock;  provided,  that, except
as otherwise provided in Section 202 of the General Corporation Law of the State
of Delaware,  in lieu of the foregoing  requirements,  there may be set forth on
the  face or  back of the  certificate  that  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  powers,
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 or rights.

         Section 2. Facsimile  Signatures.   Any or all of the signatures on the
certificate may be facsimile. In case any officer,  transfer agent, or registrar
who has signed or whose  facsimile  signature has been placed upon a certificate
shall have ceased to be such officer,  transfer agent, or registrar  before such
certificate is issued,  it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent, or registrar at the date of
issue.

         Section 3. New  Certificates.  The Board of Directors  may direct a new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore  issued by the  Corporation  and  alleged to have been
lost, stolen, or destroyed,  upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or destroyed.  When
authorizing  such  issue of a new  certificate  or  certificates,  the  Board of
Directors may, in its  discretion  and as a condition  precedent to the issuance
thereof,  require the owner of such lost,  stolen,  or destroyed  certificate or
certificates,  or such owner's legal  representative,  to give the Corporation a
bond in such sum as it may  direct as  indemnity  against  any claim that may be
made against the  Corporation  with respect to the  certificate  alleged to have
been lost, stolen, or destroyed or the issuance of such new certificate.

         Section 4. Transfers. Upon surrender to the Corporation or the transfer
agent  of  the  Corporation  of  a  certificate  for  shares  duly  endorsed  or
accompanied  by proper  evidence of  succession,  assignation,  or  authority to
transfer,  it  shall  be the  duty of the  Corporation,  subject  to any  proper
restrictions  on transfer,  to issue a new  certificate  to the person  entitled
thereto, cancel the old certificate, and record the transaction upon its books.

         Section 5. Record Date.  The Board of Directors may fix, in advance,  a
record date for  stockholders'  meetings or for any other lawful purpose,  which
shall be no fewer than 10 nor more than 60 days  before the date of the  meeting
or other action. 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.

         Section 6. Registered  Stockholders.  The Corporation shall be entitled
to recognize  the  exclusive  right of a person  registered  on its books as the
owner of shares to receive dividends and to vote as such owner, and shall not be
bound to recognize  any equitable or other claim to or interest in such share or
shares on the part of any other  person,  whether or not provided by the laws of
the State of Delaware.




<PAGE>


                                  ARTICLE VIII


                               GENERAL PROVISIONS

         Section 1. Dividends.    Dividends  upon  the  capital  stock   of  the
Corporation,  if any,  may be  declared by the Board of  Directors  (but not any
committee thereof) at any regular or special meeting, pursuant to law. Dividends
may be paid in cash,  in  property,  or in shares of the capital  stock or other
securities.

         Section 2. Reserves.  Before payment of any dividend,  there may be set
aside out of any funds of the  Corporation  available for dividends  such sum or
sums as the Board of Directors from time to time, in their absolute  discretion,
thinks proper as a reserve or reserves to meet contingencies,  or for equalizing
dividends,  or for repairing or maintaining any property of the Corporation,  or
for such other  purpose as the Board of Directors  shall think  conducive to the
interests of the  Corporation,  and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.

         Section 3. Checks. All checks or demands for money and promissory notes
of the  Corporation  shall be signed by such  officer or  officers or such other
person or persons as the Board of Directors may from time to time prescribe.

         Section 4. Fiscal Year.  The fiscal  year of  the  Corporation shall be
determined by the Board of Directors.

         Section 5. Corporate  Seal.  The Board  of Directors  may provide for a
corporate seal, which shall have the name of the Corporation  inscribed  thereon
and shall  otherwise be in such form as may be approved from time to time by the
Board of Directors.  The corporate  seal, if any, may be used by causing it or a
facsimile thereof to be impressed, affixed, reproduced or otherwise.

         Section 6. Certificate of Incorporation.   To   the   extent   of   any
inconsistency  between these By-Laws and the Certificate of Incorporation of the
Corporation,  the terms and provisions of the Certificate of Incorporation shall
control for all purposes.



<PAGE>


                                   ARTICLE IX

                                   AMENDMENTS

         Section 1. Amendments  to  By-Laws.   These  By-Laws  may  be  altered,
amended,  or  repealed  or new  By-Laws  adopted  only in  accordance  with  the
Certificate  of  Incorporation  of the  Corporation  and any other  requirements
specified in these By-Laws.

         Adopted this 26th day of July, 2000.



                                                 /s/ Debra D. Valice
                                                 -------------------------------
                                                 Secretary