BYLAWS
                                
                               OF
                                
               FRIEDE GOLDMAN INTERNATIONAL INC.



 Dated: September 22, 1998
<PAGE>



                           I N D E X

                                                            Page

ARTICLE 1 OFFICES
     Section 1.1      Principal Office                               1
     Section 1.2      Registered Office                              1
     Section 1.3      Other Offices                                  1

ARTICLE II SHAREHOLDERS' MEETINGS
     Section 2.1      Annual Meeting                                 1
     Section 2.2      Special Meetings                               2
     Section 2.3      Notice of Meetings and Adjourned 
                        Meetings                                     2
     Section 2.4      Voting Lists                                   3
     Section 2.5      Quorum                                         3
     Section 2.6      Organization                                   4
     Section 2.7      Voting                                         4
     Section 2.8      Authorization of Proxies                       6
     Section 2.9      Shareholders Entitled to Vote                  6
     Section 2.10     Order of Business                              7
     Section 2.11     Action by Written Consent                      7
     Section 2.12     Inspectors of Election                         7
     Section 2.13     Notice of Shareholder Nominees                 8
     Section 2.14     Shareholder Proposals                          9

ARTICLE III DIRECTORS
     Section 3.1      Management                                    11
     Section 3.2      Number and Term                               12
     Section 3.3      Quorum and Manner of Action                   12
     Section 3.4      Vacancies                                     13
     Section 3.5      Resignations                                  14
     Section 3.6      Removals                                      14
     Section 3.7      Annual Meetings                               14
     Section 3.8      Regular Meetings                              14
     Section 3.9      Special Meetings                              15
     Section 3.10     Organization of Meetings                      15
     Section 3.11     Place of Meetings                             15
     Section 3.12     Compensation of Directors                     15
     Section 3.13     Action by Unanimous Written 
                         Consent                                    16
     Section 3.14     Participation in Meetings by 
                        Telephone                                   16
     Section 3.15     Election of Directors by Class 
                         Vote of Holders of Preferred
                         Stock                                      16
<PAGE>

ARTICLE IV COMMITTEES OF THE BOARD
     Section 4.1      Membership and Authorities                    17
     Section 4.2      Minutes                                       18
     Section 4.3      Vacancies                                     18
     Section 4.4      Telephone Meetings                            18
     Section 4.5      Action Without Meeting                        18

ARTICLE V OFFICERS
     Section 5.1      Number and Title                              19
     Section 5.2      Term of Office; Vacancies                     19
     Section 5.3      Removal of Elected Officers                   19
     Section 5.4      Resignations                                  19
     Section 5.5      The Chairman of the Board                     20
     Section 5.6      Chief Executive Officer                       20
     Section 5.7      President                                     21
     Section 5.8      Vice Presidents                               22
     Section 5.9      Secretary                                     22
     Section 5.10     Assistant Secretaries                         23
     Section 5.11     Chief Financial Officer                       23
     Section 5.12     Treasurer                                     24
     Section 5.13     Assistant Treasurers                          25
     Section 5.14     Subordinate Officers; Agents                  25
     Section 5.15     Salaries and Compensation                     25

ARTICLE VI INDEMNIFICATION
     Section 6.1      Indemnification of Directors 
                         and Officers                               26

ARTICLE VII CAPITAL STOCK
     Section 7.1      Certificates of Stock                         30
     Section 7.2      Lost Certificates                             31
     Section 7.3      Fixing Date for Determination of
                         Shareholders of Record for
                         Certain Purposes                           31
     Section 7.4      Dividends                                     32
     Section 7.5      Registered Shareholders                       32
     Section 7.6      Transfer of Stock                             32
     Section 7.7      Stock Options, Warrants, Etc.                 33

ARTICLE VIII MISCELLANEOUS PROVISIONS
     Section 8.1      Corporate Seal                                33
     Section 8.2      Fiscal Year                                   34
     Section 8.3      Checks, Drafts, Notes                         34
     Section 8.4      Corporate Contracts and Instruments           34
     Section 8.5      Notice and Waiver of Notice                   34
     Section 8.6      Examination of Books and Records              35
     Section 8.7      Voting Upon Shares Held by the 
                         Corporation                                35
<PAGE>
ARTICLE IX AMENDMENTS
     Section 9.1      Amendment                                     36
<PAGE>
               FRIEDE GOLDMAN INTERNATIONAL INC.
                                
                             BYLAWS
                                
                           ARTICLE  I
                                
                            Offices
                                
     Section 1.1  Principal Office.  The principal office of the
Corporation shall be in Jackson, Mississippi.

     Section 1.2  Registered Office.  The  registered office and
registered agent of the Corporation required to be maintained in
the State of Mississippi shall be as designated from time to time
by the appropriate filing by the Corporation in the office of the
Secretary of State of the State of Mississippi.

     Section 1.3  Other Offices.  The Corporation may also have
offices at such other places, both within and without the State
of Mississippi, as the Board of Directors may from time to time
determine or as the business of the Corporation may require.

                          ARTICLE  II
                     Shareholders Meetings

     Section 2.1  Annual Meeting.  The annual meeting of the
holders of shares of each class or series of stock as are
entitled to notice thereof and to vote thereat pursuant to
applicable law and the Certificate of Incorporation for the
purpose of electing directors and transacting such other proper
<PAGE>
business as may come before it shall be held at such time and at
such place, within or without the State of Mississippi, as may be
designated by the Board of Directors. 

     Section 2.2  Special Meetings.  In addition to such special
meetings as are provided by law or the Articles of Incorporation,
special meetings of the holders of any class or series or of all
classes or series of the Corporation s stock for any purpose or
purposes, may be called at any time by the Chief Executive
Officer and shall be called by the Secretary at the written
request, or by resolution adopted by the affirmative vote, of a
majority of the Board of Directors, which request shall fix the
date, time and place (within or without the State of
Mississippi), and state the purpose or purposes of the proposed
meeting.  Except to the extent specified in the Corporation's
articles of incorporation, as amended and in effect from time to
time (the "Articles of Incorporation") or the resolutions of the
Board of Directors creating any class or series of preferred
stock of the Corporation, Shareholders of the Corporation may not
call a special meeting.

     Section 2.3  Notice of Meetings and Adjourned Meetings. 
Except as otherwise provided by law, written notice of any
meeting of Shareholders shall be given either by personal
delivery or by mail to each Shareholder of record entitled to
vote thereat.  Notice of each meeting shall be in such form as is
approved by the Board of Directors and shall state the date,
place and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. 
Unless otherwise provided by law, such written notice shall be
given not less than 10 nor more than 60 days before the date of
the meeting.  Except when Shareholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to
the transaction of any business on the grounds that the meeting
is not lawfully called or convened, presence in person or by
proxy of a Shareholder shall constitute a waiver of notice of
such meeting.  Further, a written waiver of any notice required
by law or by these Bylaws, signed by the person entitled to
notice, whether before 
<PAGE>
or after the time stated therein, shall be deemed equivalent to
notice.  Except as otherwise provided by law, the business that
may be transacted at any such meeting shall be limited to and
consist of the purpose or purposes stated in such notice.  If 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; 
provided, however, that if the adjournment is for more than 30
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 Shareholder of record entitled to vote at the
meeting.

     Section  2.4  Voting Lists.  The officer or agent having
charge of the stock transfer books for shares of the Corporation
shall make, at least 10 days before each meeting of the
Shareholders, a complete list of Shareholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical
order, with the address of each and the number of shares held by
each, which list, for a period of 10 days prior to such meeting,
shall be kept on file either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place
where the meeting is to be held, and such list shall be subject
to inspection by the Shareholders at any time during usual
business hours.  Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the
inspection of any Shareholder for the duration of the meeting. 
The original stock transfer books shall be prima-facie evidence
as to who are the Shareholders entitled to examine such list or
transfer books or to vote at any meeting of Shareholders.

     Section 2.5  Quorum.  Except as otherwise provided by law or
by the Articles of Incorporation, the holders of a majority of
the Corporation s stock issued and outstanding and entitled to
vote at a meeting, present in person or represented by proxy,
without regard to class or 
<PAGE>
series, shall constitute a quorum at all meetings of the
Shareholders for the transaction of business.  If, however, such
quorum shall not be present or represented at any meeting of the
Shareholders, the Chairman of the Board of Directors or other
person presiding over such meeting or the holders of a majority
of such shares of stock, present in person or represented by
proxy, may adjourn any meeting from time to time without notice
other than announcement at the meeting, except as otherwise
required by these Bylaws, until a quorum shall be present or
represented.  At any such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally
called.  A holder of a share of the Corporation's capital stock
shall be treated as being present or represented at a meeting if
such holder is (i) present in person at the meeting or (ii)
represented at the meeting by a valid proxy, regardless of
whether the instrument granting the proxy is marked as casting a
vote or abstaining, is left blank or does not empower such proxy
to vote with respect to some or all matters to be voted upon at
the meeting.

     Section 2.6  Organization.  Meetings of the Shareholders
shall be presided over by the Chairman of the Board of Directors,
if one shall be elected, or in his absence, by the Chief
Executive Officer, the President or by any Senior Vice President,
or, in the absence of any of such officers, by a chairman to be
chosen by a majority of the Shareholders entitled to vote at the
meeting who are present in person or by proxy.  The Secretary,
or, in his absence, any Assistant Secretary or any person
appointed by the individual presiding over the meeting, shall act
as secretary at meetings of the Shareholders.

     Section 2.7  Voting.  Each Shareholder of record, as
determined pursuant to Section 2.9, who is entitled to vote in
accordance with the terms of the Articles of Incorporation of
Incorporation and in accordance with the provisions of these
Bylaws, shall, except to the extent specified in the Articles 
<PAGE>
of Incorporation or any resolution adopted by the Board of
Directors to establish any series of Preferred Stock of the
Corporation, be entitled to one vote, in person or by proxy, for
each share of stock registered in his name on the books of the
Corporation.  Every Shareholder entitled to vote at any
Shareholders' meeting may authorize another person or persons to
act for him by proxy duly appointed by instrument in writing
subscribed by such Shareholder and executed not more than three
years prior to the meeting, unless the proxy provides for a
longer period.  Each proxy shall be revocable unless it expressly
states therein that it is irrevocable and, only so long as, it is
coupled with an interest sufficient in law to support an
irrevocable power.  A Shareholder s attendance at any meeting,
when such Shareholder has theretofore given a proxy, shall not
have the effect of revoking such proxy unless such Shareholder
shall in writing so notify the Secretary of the meeting prior to
the voting of the proxy.   Unless otherwise provided by law, no
vote on the election of directors or any question brought before
the meeting need be by ballot unless the chairman of the meeting
shall determine that it shall be by ballot or the holders of a
majority of the shares of stock present in person or by proxy and
entitled to participate in such vote shall so demand.  In a vote
by ballot, each ballot shall state the number of shares voted and
the name of the Shareholder or proxy voting.  Except as otherwise
provided by law, by the Articles of Incorporation or these
Bylaws, (i) action on a matter (other than the election of
directors) shall be approved if the votes cast by holders of
shares of stock present and entitled to vote on the matter at a
meeting at which a quorum is present in favor of the matter
exceed the votes cast opposing the matter and (ii) directors
shall be elected by a plurality of the votes cast by the holders
of shares present and entitled to vote in the election at a
meeting at which a quorum is present.  In the election of
directors, votes may not be cumulated.  In determining the number
of votes cast, shares abstaining from voting or not voted on a
matter (including director elections) will not be treated as
votes cast.
<PAGE>

     Section 2.8  Authorization of Proxies.  Without limiting the
manner in which a Shareholder may authorize another person or
persons to act for him as proxy, the following are valid means of
granting such authority.  A Shareholder may execute a writing
authorizing another person or persons to act for him as proxy. 
Execution may be accomplished by the Shareholder or his
authorized officer, director, employee or agent signing such
writing or causing his or her signature to be affixed to such
writing by any reasonable means including, but not limited to, by
facsimile signature.  A Shareholder may also authorize another
person or persons to act for him as proxy by transmitting or
authorizing the transmission of a telegram, cablegram or other
means of electronic transmission must either set forth or be
submitted with information from which it can be determined that
the telegram, cablegram or other electronic transmission was
authorized by the Shareholder.  If it is determined that such
telegrams, cablegrams or other electronic transmissions are
valid, the inspectors or, if there are no inspectors, such other
persons making that determination shall specify the information
upon which they relied.  Any copy, facsimile telecommunication or
other reliable reproduction of the writing or transmission
created pursuant to this section may be substituted or used in
lieu of the original writing or transmission for any and all
purposes for which the writing or transmission could be used,
provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire
original writing or transmission.

     Section 2.9  Shareholders Entitled to Vote.  The Board of
Directors may fix a date not more than 60 days nor less than 10
days prior to the date of any meeting of Shareholders as a record
date for the determination of the Shareholders entitled to notice
of and to vote at such meeting and any adjournment thereof, and
in such case such Shareholders and only such Shareholders as
shall be Shareholders of record on the date so fixed shall be
entitled to notice of and to vote at, such 
<PAGE>
meeting and any adjournment thereof notwithstanding any transfer
of any stock on the books of the Corporation after such record
date fixed as aforesaid.

     Section 2.10  Order of Business.  The order of business at
all meetings of Shareholders shall be as determined by the
chairman of the meeting or as is otherwise determined by the vote
of the holders of a majority of the shares of stock present in
person or by proxy and entitled to vote without regard to class
or series at the meeting.

     Section 2.11  Action by Written Consent.  No action required
or permitted to be taken by the Shareholders shall be taken
except at an annual or special meeting with prior notice and a
vote.  No action may be taken by the Shareholders by written
consent.

     Section 2.12  Inspectors of Election.  Before any meeting of
Shareholders, the Board of Directors may, and if required by law
shall, appoint one or more persons to act as inspectors of
election at such meeting or any adjournment thereof.  If any
person appointed as inspector fails to appear or fails or refuses
to act, the chairman of the meeting may, and if required by law
or requested by any Shareholder entitled to vote or his proxy
shall, appoint a substitute inspector.  If no inspectors are
appointed by the Board of Directors, the chairman of the meeting
may, and if required by law or requested by any Shareholder
entitled to vote or his proxy shall, appoint one or more
inspectors at the meeting.  Inspectors may include individuals
who serve the Corporation in other capacities (including as
officers, employees, agents or representatives); provided,
however, that no director or candidate for the office of director
shall act as an inspector.  Inspectors need not be Shareholders. 
The inspectors shall (i) determine the number of shares of
capital stock of the Corporation outstanding and the voting power
of each, the number of shares represented at the meeting, the
existence of a quorum and the validity and effect of proxies and
(ii) receive votes or ballots, hear and determine all challenges
and questions arising in connection with the right to vote, count
and tabulate 
<PAGE>
all votes and ballots, determine the results and do such acts as
are proper to conduct the election or vote with fairness to all
Shareholders. On request of the chairman of the meeting, the
inspectors shall make a report in writing of any challenge,
request or matter determined by them and shall execute a
certificate of any fact found by them.

     Section 2.13  Notice of Shareholder Nominees.  Only persons
who are nominated in accordance with the procedures set forth in
this Section 2.13 shall be eligible for election as directors of
the Corporation.  Nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of
the Corporation's Shareholders (a) by or at the direction of the
Board of Directors or (b) by any Shareholder of the Corporation
entitled to vote for the election of directors at such meeting
who complies with the procedures set forth in this Section 2.13. 
All nominations by Shareholders shall be made pursuant to timely
notice in proper written form submitted to the Secretary of the
Corporation.  To be timely, a Shareholder's notice must be
delivered to or mailed and received at the principal executive
offices of the Corporation not less than 120 days nor more than
150 days prior to the anniversary of the annual meeting held for
the immediately preceding year, unless the date of the upcoming
annual meeting has been changed by more than 30 days from the
date of the prior year's meeting, in which case proposals must be
received at least 60 days prior to the distribution by the
Company of proxies relating to such upcoming annual meeting, or,
in the case of a special meeting at which directors are to be
elected and for which less than 40 days' notice or prior public
disclosure of the date of the meeting is given or made to
Shareholders, notice by the Shareholder 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.  To be in proper
written form, such Shareholder's notice to the Secretary shall
set forth in writing (a) as to each person whom such Shareholder
proposes to nominate for election 
<PAGE>
or re-election as a director, all information relating to such
person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended, including, without limitation,
such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected;
and (b) as to such Shareholder (i) the name and address, as they
appear on the Corporation's books, and principal occupation of
such Shareholder, (ii) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such
Shareholder and the dates upon which such Shareholder acquired
such shares and documentary support for any claims of beneficial
ownership, and (iii) a description of all agreements,
arrangements or understandings between such Shareholder and each
such person that such Shareholder proposes to nominate as a
director and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to
be made by such Shareholder.  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
Shareholder's notice of nomination which pertains to the nominee. 
No person shall be eligible for election as a director unless
nominated in accordance with the procedures set forth in these
Bylaws of the Company.  The chairman of the Shareholder's 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 these Bylaws of the Company, and if he shall so
determine, he shall announce such determination to the meeting
and the defective nomination shall be disregarded.

     Section 2.14  Shareholder Proposals.  At any special meeting
of the Corporation's Shareholders, only such business shall be
conducted as shall have been brought before the meeting by or at
the direction of the Board of Directors.  At any annual meeting
of the Shareholders, only 
<PAGE>
such business shall be conducted as shall have been brought
before the meeting (a) by or at the direction of the Board of
Directors or (b) by any Shareholder who complies with the
procedures set forth in this Section 2.14; provided, however,
that nothing in this Section 2.14 shall be deemed to preclude
discussion by any Shareholder of any business properly brought
before any annual meeting of Shareholders in accordance with such
procedures.  For business properly to be brought before an annual
meeting by a Shareholder, the Shareholder must have given timely
notice thereof in proper written form to the Secretary of the
Corporation.  To be timely, a Shareholder's notice must be
delivered to or mailed and received at the principal executive
offices of the Corporation not less than 120 days nor more than
150 days prior to the anniversary of the annual meeting held for
the immediately preceding year, unless the date of the upcoming
annual meeting has been changed by more than 30 days from the
date of the prior year's meeting, in which case proposals must be
received at least 60 days prior to the distribution by the
Company of proxies relating to such upcoming annual meeting.  To
be in proper written form, such Shareholder's notice to the
Secretary shall set forth in writing as to each matter such
Shareholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought before
the annual meeting, including the exact text of any proposal to
be presented for adoption and any supporting statement (which
shall not exceed 500 words in the aggregate), and such
Shareholder's reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the
Corporation's books, and principal occupation of such
Shareholder, (c) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such
Shareholder and the dates upon which such Shareholder acquired
such shares and documentary support for any claims of beneficial
ownership, and (d) any material interest of such Shareholder in
such business.  Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at an annual meeting
except 
<PAGE>
in accordance with the procedures set forth in this Section 2.14
and the foregoing rights of a Shareholder to propose business for
consideration at an annual meeting of Shareholders shall be
subject to such conditions, restrictions and limitations as may
be imposed by the Articles of Incorporation.  The chairman of an
annual Shareholder's meeting shall, if the facts warrant,
determine and declare to the meeting that business is not
properly brought before the meeting in accordance with the
provisions of this Section 2.14, and, if he should so determine,
he shall so announce such determination to the meeting and any
such business not properly brought before the meeting shall not
be transacted.  Notwithstanding any other provision of these
Bylaws, the Corporation shall be under no obligation to include
any Shareholder proposal in its proxy statement material or
otherwise present any such proposal to Shareholders at a meeting
of Shareholders if the Board of Directors reasonably believes
that the proponents thereof have not complied with Sections 13
and 14 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder, and the
Corporation shall not be required to include in its proxy
statement material to Shareholders any Shareholder proposal not
required to be included in its proxy statement to Shareholders in
accordance with such act, rules or regulations.

                          ARTICLE  III
                           Directors
                                
     Section 3.1  Management.  The property, affairs and business
of the Corporation shall be managed by or under the direction of
the Board of Directors which may exercise all powers of the
Corporation and do all lawful acts and things as are not by law,
by the Articles of Incorporation or by these Bylaws directed or
required to be exercised or done by the Shareholders.

     Section 3.2  Number and Term.  The actual number of
directors constituting the entire Board of Directors shall be
fixed from time to time by resolution of the Board of Directors
adopted 
<PAGE>
by the affirmative vote of a majority of the members of the
entire Board of Directors, but shall consist of not less than
three nor more than 15 members.  The Board of Directors shall
have sole authority to determine the number of directors, within
the limits set forth above, and may increase or decrease the
exact number of directors from time to time by resolution duly
adopted by the affirmative vote of a majority of the entire Board
of Directors; subject to Miss. Code Ann. Section 79-4-8.03(b)
which limits any change to 30% of the number of directors last
approved by the Shareholders.  Directors need not be
Shareholders.  No decrease in the number of directors shall have
the effect of shortening the term of office of any incumbent
director.  

     Section 3.3  Quorum and Manner of Action.  At all meetings
of the Board of Directors a majority of the total number of
directors holding office shall constitute a quorum for the
transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Articles of Incorporation or
by these Bylaws.  When the Board of Directors consists of one
director, the one director shall constitute a majority and a
quorum.  If at any meeting of the Board of Directors there shall
be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum is obtained,
and no further notice thereof need be given other than by
announcement at such adjourned meeting.  Attendance by a director
at a meeting shall constitute a waiver of notice of such meeting
except where a director attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction
of any business on the ground that the meeting is not lawfully
called or convened.  A director who is present at a meeting of
the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to such action unless
his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the
person acting as Secretary of the 
<PAGE>
meeting before the adjournment thereof or shall forward any
dissent by certified or registered mail to the Secretary
immediately after the adjournment of the meeting.  Such right to
dissent shall not apply to any director who voted in favor of
such action.

     Section 3.4  Vacancies.  Except as otherwise provided by law
and the Articles of Incorporation, in the case of any increase in
the authorized number of directors or of any vacancy in the Board
of Directors, however created, the additional director or
directors may be elected, or, as the case may be, the vacancy or
vacancies shall be filled by majority vote of the directors
remaining on the whole Board of Directors although less than a
quorum, or by a sole remaining director.  In the event one or
more directors shall resign, effective at a future date, such
vacancy or vacancies shall be filled by a majority of the
directors who will remain on the whole Board of Directors,
although less than a quorum, or by a sole remaining director. 
Any director elected or chosen as provided herein shall serve
until the sooner of (i) the unexpired term of the directorship to
which he is appointed; or (ii) until his successor is elected and
qualified; or (iii) until his earlier resignation or removal. 
If, as a result of a disaster or emergency (as determined in good
faith by the then remaining Directors), it becomes impossible to
ascertain whether or not vacancies exist on the Board of
Directors and a person is or persons are elected by the
Directors, who in good faith believe themselves to be a majority
of the remaining Directors, to fill a vacancy or vacancies that
such remaining Directors in good faith believe exists, then the
acts of such person or persons who are so elected as Directors
shall be valid and binding upon the Corporation and the
Shareholders, although it may subsequently develop that at the
time of the election (i) there was in fact no vacancy or
vacancies existing on the Board of Directors or (ii) the
directors who so elected such person or persons did not in fact
constitute a majority of the remaining Directors.
<PAGE>

     Section 3.5  Resignations.  A director may resign at any
time upon written notice of resignation to the Corporation,
delivered to the Secretary.  Any resignation shall be effective
immediately unless a certain effective date is specified therein,
in which event it will be effective upon such date and acceptance
of any resignation shall not be necessary to make it effective.

     Section 3.6  Removals.  Any director or the entire Board of
Directors may be removed before the expiration of such Director's
term of office only for cause, and another person or persons may
be elected to serve for the remainder of his or their term, and
only upon the affirmative vote of the holders of a majority of
the shares of the Corporation entitled to vote in the election of
directors.  Shareholders may not remove any director without
cause.  In case any vacancy so created shall not be filled by the
Shareholders at such meeting, such vacancy may be filled by the
directors as provided in Section 3.4.  

     Section 3.7  Annual Meetings.  The annual meeting of the
Board of Directors shall be held, if a quorum be present,
immediately following each annual meeting of the Shareholders at
the place such meeting of Shareholders took place, for the
purpose of organization and transaction of any other business
that might be transacted at a regular meeting thereof, and no
notice of such meeting shall be necessary.  If a quorum is not
present, such annual meeting may be held at any other time or
place that may be specified in a notice given in the manner
provided in Section 3.9 for special meetings of the Board of
Directors or in a waiver of notice thereof.

     Section 3.8  Regular Meetings.  Regular meetings of the
Board of Directors may be held without notice at such places and
times as shall be determined from time to time by resolution of
the Board of Directors.  Except as otherwise provided by law, any
business may be transacted at any regular meeting of the Board of
Directors.
<PAGE>
     Section 3.9  Special Meetings.  Special meetings of the
Board of Directors may be called by the Chief Executive Officer
or by the Secretary on the written request of one-third of the
members of the whole Board of Directors stating the purpose or
purposes of such meeting.  Notices of special meetings, if
mailed, shall be mailed to each director not later than two days
before the day the meeting is to be held or if otherwise given in
the manner permitted by these Bylaws, not later than the day
before such meeting.  Neither the business to be transacted at,
nor the purpose of, any special meeting need be specified in any
notice or written waiver of notice unless so required by the
Articles of Incorporation or by the Bylaws.  Unless limited by
law, the Articles of Incorporation or by these Bylaws, any and
all business may be transacted at a special meeting.

     Section 3.10  Organization of Meetings.  At any meeting of
the Board of Directors, business shall be transacted in such
order and manner as such Board of Directors may from time to time
determine, and all matters shall be determined by the vote of a
majority of the directors present at any meeting at which there
is a quorum, except as otherwise provided by these Bylaws or
required by law.

     Section 3.11  Place of Meetings.  The Board of Directors may
hold their meetings and have one or more offices, and keep the
books of the Corporation, inside or outside the State of
Mississippi, at any office or offices of the Corporation, or at
any other place as they may from time to time by resolution
determine.

     Section 3.12  Compensation of Directors.  The Board of
Directors shall have the authority to fix, and from time to time
to change, the compensation of Directors.  Directors shall not
receive any stated salary for their services as directors, but by
resolution of the Board of Directors a fixed honorarium or fees
and expenses, if any, of attendance may be paid by the
Corporation for attendance at each meeting.  Nothing herein
contained shall be construed to preclude any director 
<PAGE>
from serving the Corporation in any other capacity and receiving
compensation therefor.  Members of special or standing committees
may be allowed like compensation for attending such committee
meetings.

     Section 3.13  Action by Unanimous Written Consent.  Unless
otherwise restricted by law, the Articles of Incorporation or
these Bylaws, 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 of such 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 3.14  Participation in Meetings by Telephone. 
Unless otherwise restricted by the Articles of Incorporation or
these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting of such 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 each other.   Participation
in a meeting pursuant to this Section 3.14 shall constitute
presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any
business on the ground that the meeting is not lawfully called or
convened.

     Section 3.15  Election of Directors by Class Vote of Holders
of Preferred Stock.  Notwithstanding the foregoing provisions of
this Article III, if the resolutions of the Board of Directors
creating any class or series of preferred stock of the
Corporation entitle the holders of such preferred stock, voting
separately by class or series, to elect additional Directors
under specified circumstances, then all provisions of such
resolutions relating to the nomination, election, term of office,
removal, filling of vacancies and other features of such
directorships shall, as to such 
<PAGE>
directorships, govern and control over any conflicting provisions
of this Article III, and such Directors so elected need not be
divided into classes pursuant to this Article III unless
expressly provided by the provisions of such resolutions.

                          ARTICLE  IV
                   Committees  of  the  Board
                                
     Section 4.1  Membership and Authorities.  The Board of
Directors may, by resolution or resolutions passed by a majority
of the whole Board of Directors, designate one or more Directors
to constitute an Executive Committee and such other committees as
the Board of Directors may determine, each of which committees to
the extent provided in said resolution or resolutions or in these
Bylaws, shall have and may exercise all the powers of the Board
of Directors in the management of the business and affairs of the
Corporation, except in those cases where the authority of the
Board of Directors is specifically denied to the Executive
Committee or such other committee or committees by law, the
Articles of Incorporation or these Bylaws, and may authorize the
seal of the Corporation to be affixed to all papers that may
require it.  The designation of an Executive Committee or other
committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof,
of any responsibility imposed upon it or him by law.  Each member
of a committee of the Board of Directors shall serve as such
until the earliest of (i) his death, (ii) the expiration of his
term as a Director, (iii) his resignation as a member of such
committee or as a Director and (iv) his removal as a member of
such committee or as a Director.

     Section 4.2  Minutes.  Each committee designated by the
Board of Directors shall keep regular minutes of its proceedings
and shall provide a report of its proceedings to the Board of
Directors when required or requested by the Board of Directors.
<PAGE>
     Section 4.3  Vacancies.  The Board of Directors may
designate one or more of its members as alternate members of any
committee who may replace any absent or disqualified member at
any meeting of such committee.  If no alternate members have been
appointed, the committee 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 absent or disqualified member.  The Board of Directors shall
have the power at any time to fill vacancies in, to change the
membership of, and to dissolve, any committee.

     Section 4.4  Telephone Meetings.  Members of any committee
designated by the Board of Directors may participate in or hold a
meeting by use of conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other.  Participation in a meeting pursuant
to this Section 4.4 shall constitute presence in person at such
meeting, except where a person participates in the meeting for
the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that
the meeting is not lawfully called or convened.

     Section 4.5  Action Without Meeting.  Any action required or
permitted to be taken at a meeting of any committee designated by
the Board of Directors may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed
by all the members of the committee and filed with the minutes of
the committee proceedings. Such consent shall have the same force
and effect as a unanimous vote at a meeting.
<PAGE>
                           ARTICLE  V
                            Officers
                                
     Section 5.1  Number and Title.  The elected officers of the
Corporation shall be chosen by the Board of Directors and shall
be a Chief Executive Officer, the President, a Vice President, a
Secretary and a Treasurer.  The Board of Directors may also
choose a Chairman of the Board, who must be a member of the Board
of Directors, and additional Vice Presidents (including one or
more Executive Vice Presidents and one or more Senior Vice
Presidents), a Chief Financial Officer, a General Counsel, one or
more Assistant Secretaries and/or one or more Assistant
Treasurers.  One person may hold any two or more of these
offices.

     Section 5.2  Term of Office; Vacancies.  So far as is
practicable, all elected officers shall be elected by the Board
of Directors at the annual meeting of the Board of Directors in
each year, and except as otherwise provided in this Article V,
shall hold office until the next such meeting of the Board of
Directors in the subsequent year and until their respective
successors are elected and qualified or until their earlier
resignation or removal.  All appointed officers shall hold office
at the pleasure of the Board of Directors.  If any vacancy shall
occur in any office, the Board of Directors may elect or appoint
a successor to fill such vacancy for the remainder of the term.

     Section 5.3  Removal of Elected Officers.  Any elected
officer may be removed at any time, with or without cause, by
affirmative vote of a majority of the whole Board of Directors,
at any regular meeting or at any special meeting called for such
purpose.

     Section 5.4  Resignations.  Any officer may resign at any
time upon written notice of resignation to the Chief Executive
Officer, Secretary or Board of Directors of the Corporation.  Any
resignation shall be effective immediately unless a date certain
is specified for it to take effect, in which event it shall be
effective upon such date, and acceptance of any resignation shall
not be 
<PAGE>
necessary to make it effective, irrespective of whether the
resignation is tendered subject to such acceptance.   Any such
resignation is without prejudice to the rights, if any, of the
Corporation under any contract to which the officer is a party.

     Section 5.5  The Chairman of the Board.  The Chairman of the
Board, if one shall be elected, shall preside at all meetings of
the Shareholders and Board of Directors.  In addition, the
Chairman of the Board shall perform whatever duties and shall
exercise all powers that are given to him by the Board of
Directors.

     Section 5.6 Chief Executive Officer.  (a) The Chief
Executive Officer shall be the chief executive officer of the
Corporation and, subject to the supervision, direction and
control of the Board of Directors and the Chairman of the Board
(if any), shall have general supervision, direction and control
of the business and officers of the Corporation with all such
powers as may be reasonably incident to such responsibilities. 
The Chief Executive Officer shall implement the general
directives, plans and policies formulated by the Board of
Directors and shall further have such duties, responsibilities
and authorities as may be assigned to him by the Board of
Directors.  The Chief Executive Officer shall have the general
powers and duties of management usually vested in the chief
executive officer of a corporation.  The Chief Executive Officer
may sign, with any other proper officer, certificates for shares
of the Corporation and any deeds, bonds, mortgages, contracts and
other documents which the Board of Directors has authorized to be
executed, except where required by law to be otherwise signed and
executed and except where the signing and execution thereof shall
be expressly delegated by the Board or Directors or these Bylaws
to some other officer or agent of the Corporation.  
          (b)  During the time of any vacancy in the office of
Chairman of the Board or in the event of the absence or
disability of the Chairman of the Board, the Chief Executive
Officer shall 
<PAGE>
have the duties and powers of the Chairman of the Board unless
otherwise determined by the Board of Directors.  In the absence
of the Chairman of the Board, if one be elected, the Chief
Executive Officer shall  preside at meetings of the Shareholders
and Board of Directors and shall be ex officio a member of all
standing committees.  During the time of any vacancy in the
office of President or in the event of the absence or disability
of the President, the Chief Executive Officer shall have the
duties and powers of the President unless otherwise determined by
the Board of Directors.  In no event shall any third party having
any dealings with the Corporation be bound to inquire as to any
facts required by the terms of this Section 5.6 for the exercise
by the Chief Executive Officer of the powers of the Chairman of
the Board or the President.

     Section 5.7  President.  (a) The President shall be the
chief operating officer of the Corporation and, subject to the
supervision, direction and control of the Chief Executive Officer
and the Board of Directors, shall manage the day-to-day
operations of the Corporation.  He shall have the general powers
and duties of management usually vested in the chief operating
officer of a corporation and such other powers and duties as may
be assigned to him by the Board of Directors, the Chief Executive
Officer or these Bylaws.  The President may sign, with any other
proper officer, certificates for shares of the Corporation and
any deeds, bonds, mortgages, contracts and other documents which
the Board of Directors has authorized to be executed, except
where required by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly
delegated by the Board or Directors or these Bylaws to some other
officer or agent of the Corporation.  In the absence of the
President, his duties shall be performed and his authority may be
exercised by the Chief Executive Officer or a Vice President of
the Corporation as may have been designated by the President with
the right reserved to the Board of Directors to designate or
supersede any designation so made.
<PAGE>

          (b)  During the time of any vacancy in the offices of
the Chairman of the Board and Chief Executive Officer or in the
event of the absence or disability of the Chairman of the Board
and the Chief Executive Officer, the President shall have the
duties and powers of the Chief Executive Officer unless otherwise
determined by the Board of Directors.  In no event shall any
third party having any dealings with the Corporation be bound to
inquire as to any facts required by the terms of this Section 5.7
for the exercise by the President of the powers of the Chief
Executive Officer.

     Section 5.8  Vice Presidents.  In the absence or disability
of the President, the Vice Presidents, if any, in order of their
rank as fixed by the Board of Directors, or if not ranked, the
Vice President designated by the President, shall perform all the
duties of the President as chief operating officer of the
Corporation, and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the President as chief
operating officer of the Corporation.  In no event shall any
third party having dealings with the Corporation be bound to
inquire as to any facts required by the terms of this Section 5.8
for the exercise by any Vice President of the powers of the
President as chief operating officer of the Corporation.  The
Vice Presidents shall have such other powers and perform such
other duties as from time to time may be assigned to them by
these Bylaws and as may from time to time be assigned to them by
the Board of Directors, the Chief Executive Officer or the
President, and may sign, with any other proper officer,
certificates for shares of the Corporation.

     Section 5.9  Secretary.  The Secretary shall keep or cause
to be kept, at the principal office of the Corporation or such
other place as the Board of Directors may order, a book of
minutes of all meetings and actions of the Board of Directors,
committees of the Board of Directors and Shareholders, with the
time and place of holding, whether regular or special, and, if
special, how authorized, the notice thereof given, the names of
those present at meetings of the Board of Directors 

<PAGE>
and committees thereof, the number of shares present or
represented at Shareholders' meetings and the proceedings
thereof.  The Secretary, if available, shall attend all meetings
of the Board of Directors and all meetings of the Shareholders
and record the proceedings of the meetings in a book to be kept
for that purpose and shall perform like duties for any committee
of the Board of Directors as the Board of Directors or such
committee shall designate him to serve.  The Secretary shall
give, or cause to be given, notice of all meetings of the
Shareholders and meetings of the Board of Directors and
committees thereof and shall perform such other duties incident
to the office of secretary or as may be prescribed by the Board
of Directors or the President, under whose supervision he shall
be.  The Secretary shall have custody of the corporate seal of
the Corporation, if one be adopted pursuant to Section 8.1,  and
he, or any Assistant Secretary, or any other person whom the
Board of Directors may designate, shall have authority to affix
the same to any instrument requiring it, and when so affixed it
may be attested by his signature or by the signature of any
Assistant Secretary or by the signature of such other person so
affixing such seal.

     Section 5.10  Assistant Secretaries.  Each Assistant
Secretary shall have the usual powers and duties pertaining to
his office, together with such other powers and duties as may be
assigned to him by the Board of Directors, the Chief Executive
Officer, the President or the Secretary.  The Assistant Secretary
or such other person as may be designated by the Chief Executive
Officer shall exercise the powers of the Secretary during that
officer s absence or inability to act.

     Section 5.11  Chief Financial Officer.  The Chief Financial
Officer shall be the chief financial officer of the Corporation
and, subject to the supervision, direction and control of the
Chief Executive Officer and the Board of Directors, shall manage
the day-to-day financial operations of the Corporation.  He shall
have the general powers and duties of management usually vested
in the chief financial officer of a corporation and such other
powers and duties as may be assigned to him 
<PAGE>
by the Board of Directors, the Chief Executive Officer or these
Bylaws.  The Chief Financial Officer may sign, with any other
proper officer, certificates for shares of the Corporation and
any deeds, bonds, mortgages, contracts and other documents which
the Board of Directors has authorized to be executed, except
where required by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly
delegated by the Board or Directors or these Bylaws to some other
officer or agent of the Corporation.  In the absence of the Chief
Financial Officer, his duties shall be performed and his
authority may be exercised by the Treasurer or a Vice President
of the Corporation as may have been designated by the President
with the right reserved to the Board of Directors to designate or
supersede any designation so made.

     Section 5.12  Treasurer.  The Treasurer shall have the
custody of and be responsible for the corporate funds and
securities, shall keep full and accurate accounts of receipts and
disbursements in the books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be
designated by the Board of Directors.  He shall disburse the
funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and
shall render to the President and the Board of Directors, at its
regular meetings, or when the Board of Directors so requires, an
account of all his transactions as Treasurer and of the financial
condition of the Corporation and he shall perform all other
duties incident to the position of Treasurer, or as may be
prescribed by the Board of Directors or the Chief Executive
Officer.  If required by the Board of Directors, he shall give
the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books,
<PAGE>
papers, vouchers, money and other property of whatever kind in
his possession or under his control belonging to the Corporation.

     Section 5.13  Assistant Treasurers.  Each Assistant
Treasurer shall have the usual powers and duties pertaining to
his office, together with such other powers and duties as may be
assigned to him by the Board of Directors, the President or the
Treasurer. The Assistant Treasurer or such other person
designated by the Chief Executive Officer shall exercise the
power of the Treasurer during that officer s absence or inability
to act.

     Section 5.14  Subordinate Officers; Agents.  The Board of
Directors may (a) appoint such other officers subordinate to the
Chief Executive Officer and President (including a Chief
Financial Officer and/or a General Counsel) as it shall deem
necessary or desirable who shall hold their offices for such
terms, have such authority and perform such duties as the Board
of Directors may from time to time determine, or (b) delegate to
any committee or officer the power to appoint any such
subordinate officers.  The Board of Directors may also appoint
one or more agents as it shall deem necessary or desirable who
shall have such authority and perform such duties as the Board of
Directors may from time to time determine.  Any agent may be
removed at any time, with or without cause, by affirmative vote
of a majority of the whole Board of Directors, at any regular
meeting or at any special meeting called for such purpose.

     Section 5.15  Salaries and Compensation.  The salary or
other compensation of officers shall be fixed from time to time
by the Board of Directors.  The Board of Directors may delegate
to any committee or officer the power to fix from time to time
the salary or other compensation of officers and agents.
<PAGE>

                          ARTICLE  VI
                        Indemnification
                                
     Section 6.1  Indemnification of Directors and Officers.  (a) 
The Corporation (i) 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 (other than an action
by or in the right of the Corporation) by reason of the fact that
such person is or was, at any time prior to or during which this
Article VI is in effect, a director or officer of the
Corporation, or is or was, at any time prior to or during which
this Article VI is in effect, serving at the request of the
Corporation as a director or officer of another corporation,
partnership, joint venture, trust, other enterprise or employee
benefit plan and (ii) upon a determination by the Board of
Directors that indemnification is appropriate, the Corporation
may 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 (other than an action by or in
the right of the Corporation) by reason of the fact that such
person is or was, at any time prior to or during which this
Article VI is in effect, an employee or agent of the Corporation
or at the request of the Corporation was serving as an employee
or agent of any other corporation, partnership, joint venture,
trust, other enterprise or employee benefit plan, in the case of
(i) and (ii) against reasonable expenses (including attorneys'
fees), judgments, fines, penalties, amounts paid in settlement
and other liabilities actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such
person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order,
settlement, 
<PAGE>
conviction or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that such person did
not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful.

     (b)  The Corporation (i) 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 or suit by or in the
right of the Corporation to procure a judgment in its favor by
reason of the fact that such person is or was, at any time prior
to or during which this Article VI is in effect, a director or
officer of the Corporation, or is or was, at any time prior to or
during which this Article VI is in effect, serving at the request
of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise and (ii) upon a determination by the
Board of Directors that indemnification is appropriate, the
Corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such
person is or was, at any time prior to or during which this
Article VI is in effect, an employee or agent of the Corporation
or at the request of the Corporation was serving as an employee
or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, in the case of
(i) and (ii) against expenses (including attorneys' fees),
actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such
person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation;
provided, that no indemnification shall be made under this
sub-section (b) in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that a Mississippi
Chancery Court, or other court of 
<PAGE>
appropriate jurisdiction, shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity of such expenses which a Mississippi
Chancery Court, or other court of appropriate jurisdiction, shall
deem proper.

     (c)  Any indemnification under sub-sections (a) or (b)
(unless ordered by a Mississippi Chancery Court or other court of
appropriate jurisdiction) shall be made by the Corporation only
as authorized in the specific case upon a determination that
indemnification of such person is proper in the circumstances
because he has met the applicable standard of conduct set forth
in sub-sections (a) and (b).  Such determination shall be made
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors not parties to such action, suit or
proceeding; or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by
independent legal counsel, in written opinion, selected by the
Board of Directors; or (3) by the Shareholders.  In the event a
determination is made under this sub-section (c) that the
director, officer, employee or agent has met the applicable
standard of conduct as to some matters but not as to others,
amounts to be indemnified may be reasonably prorated.

     (d)  Expenses incurred by a person who is or was a director
or officer of the Corporation in appearing at, participating in
or defending any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, shall be paid by the Corporation at reasonable
intervals in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized by this Article VI. 
In addition, the Corporation shall pay or reimburse expenses
incurred by any person who is or was a director or officer of the
Corporation in connection with such person's 
<PAGE>
appearance as a witness or other participant in a proceeding in
which such person or the Corporation is not a named party to such
proceeding, provided that such appearance or participation is on
behalf of the Corporation or by reason of his capacity as a
director or officer, or former director or officer of the
Corporation.

     (e)  If in a suit or proceeding for indemnification required
under this Article VI of a director or officer, or former
director or officer, of the Corporation or any of its affiliates,
a court of competent jurisdiction determines that such person is
entitled to indemnification under this Article VI, the court
shall award, and the Corporation shall pay, to such person the
expenses incurred in securing such judicial determination.

     (f)  It is the intention of the Corporation to indemnify the
persons referred to in this Article VI to the fullest extent
permitted by law and with respect to any action, suit or
proceeding arising from events which occur at any time prior to
or during which this Article VI is in effect.  The
indemnification and advancement of expenses provided by this
Article VI shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses 
may be or become entitled under any law, the Articles of
Incorporation, these Bylaws, agreement, the vote of Shareholders
or disinterested directors or otherwise, or under any policy or
policies of insurance purchased and maintained by the Corporation
on behalf of any such person, both as to action in his official
capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such
person.

     (g)  The indemnification provided by this Article VI shall
be subject to all valid and applicable laws, and, in the event
this Article VI or any of the provisions hereof or the
indemnification contemplated hereby are found to be inconsistent
with or contrary to any such valid 
<PAGE>
laws, the latter shall be deemed to control and this Article VI
shall be regarded as modified accordingly, and, as so modified,
to continue in full force and effect.

                          ARTICLE  VII
                         Capital  Stock
                                
     Section 7.1  Certificates of Stock.  Certificates of stock
shall be issued to each Shareholder certifying the number of
shares owned by him in the Corporation and shall be in a form not
inconsistent with the Articles of Incorporation and as approved
by the Board of Directors.  The certificates shall be signed by
the Chairman of the Board, the Chief Executive Officer, the
President or a Vice President and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer
and may be sealed with the seal of the Corporation or a facsimile
thereof.  Any or all of the signatures on the certificate may be
a 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 he were such
officer, transfer agent or registrar at the date of issue.

     If the Corporation shall be authorized to issue more than
one (1) class of stock or more than one (1) series of any class,
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 and/or rights shall be set forth
in full or summarized on the face or back of the certificate
which the Corporation shall issue to represent 
<PAGE>
such class or series of stock, provided that, except as otherwise
provided by statute, in lieu of the foregoing requirements, there
may be set forth on the face or back of the certificate which the
Corporation shall issue to represent such class or series of
stock, a statement that the Corporation will furnish without
charge to each Shareholder 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 and/or rights.  The Board of Directors shall have the
power and authority to provide that certificates representing
shares of stock of the Corporation bear such legends and
statements as the Board of Directors deems appropriate in
connection with the requirements of federal or state securities
laws or other applicable laws.

     Section 7.2  Lost Certificates.  The Board of Directors may
direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact
by the owner of such certificate, or his legal representative.
When authorizing the issuance of a new certificate, the Board of
Directors may in its discretion, as a condition precedent to the
issuance thereof, require the owner, or his legal representative,
to give a bond in such form and substance with such surety as it
may direct, to indemnify the Corporation against any claim that
may be made on account of the alleged loss, theft or destruction
of such certificate or the issuance of such new certificate.

     Section 7.3  Fixing Date for Determination of Shareholders
of Record for Certain Purposes.  (a) In order that the
Corporation may determine the Shareholders 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 capital 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 60
days prior to the date of payment of such dividend or other
distribution or allotment of such rights or the date when any
such rights in respect of any change, conversion or exchange of
stock may be exercised or the date of such other action.  In such
a case, only Shareholders of record 
<PAGE>
on the date so fixed shall be entitled to receive any such
dividend or other distribution or allotment of rights or to
exercise such rights or for any other purpose, as the case may
be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.

     (b)  If no record date is fixed, the record date for
determining Shareholders for any such purpose shall be at the
close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

     Section 7.4  Dividends.  Subject to the provisions of the
Articles of Incorporation, if any, and except as otherwise
provided by law, the directors may declare dividends upon the
capital stock of the Corporation as and when they deem it to be
expedient.  Such dividends may be paid in cash, in property or in
shares of the Corporation s capital stock.  Before declaring any
dividend the Directors may set apart out of the funds of the
Corporation available for dividend such sum or sums as the
directors from time to time in their discretion think proper for
working capital or as a reserve fund to meet contingencies or for
equalizing dividends, or for such other purposes as the directors
shall determine to be conducive to the interests of the
Corporation and the directors may modify or abolish any such
reserve in the manner in which it was created.

     Section 7.5  Registered Shareholders.  Except as expressly
provided by law, the Articles of Incorporation and these Bylaws,
the Corporation shall be entitled to treat registered
Shareholders as the only holders and owners in fact of the shares
standing in their respective names and the Corporation shall not
be bound to recognize any equitable or other claim to or interest
in such shares on the part of any other person, regardless of
whether it shall have express or other notice thereof.

     Section 7.6  Transfer of Stock.  Transfers of shares of the
capital stock of the Corporation shall be made only on the books
of the Corporation by the registered owners thereof, or by their
legal representatives or their duly authorized attorneys.  Upon
any such transfers the old certificates shall 
<PAGE>
be surrendered to the Corporation by the delivery thereof to the
person in charge of the stock transfer books and ledgers, by whom
they shall be canceled and new certificates shall thereupon be
issued.

     Section 7.7  Stock Options, Warrants, Etc.  Unless otherwise
expressly prohibited in the resolutions of the Board of Directors
creating any class or series of preferred stock of the
Corporation, the Board of Directors shall have the power and
authority to create and issue (whether or not in connection with
the issue and sale of any stock or other securities of the
Corporation), warrants, rights or options entitling the holders
thereof to purchase from the Corporation any shares of capital
stock of the Corporation of any class or series or any other
securities of the Corporation for such consideration and to such
persons, firms or Corporations as the Board of Directors, in its
sole discretion, may determine setting aside from the authorized
but unissued stock of the Corporation the requisite number of
shares for issuance upon the exercise of such warrants, rights or
options.  Such warrants, rights and options shall be evidenced by
one or more instruments approved by the Board of Directors.  The
Board of Directors shall be empowered to set the exercise price,
duration, time for exercise and other terms of such warrants,
rights and operations; provided, however, that the consideration
to be received for any shares of capital stock subject thereto
shall not be less than the par value thereof.

                         ARTICLE  VIII
                   Miscellaneous  Provisions

     Section 8.1  Corporate Seal.  If one be adopted, the
corporate seal shall have inscribed thereon the name of the
Corporation and shall be in such form as may be approved by the
Board of Directors.  Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner
reproduced.
<PAGE>

     Section 8.2  Fiscal Year.  The fiscal year of the
Corporation shall be the calendar year unless changed by
resolution of the Board of Directors.

     Section 8.3  Checks, Drafts, Notes.  All checks, drafts or
other orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the Corporation shall be
signed by such officer or officers, agent or agents of the
Corporation, and in such manner as shall from time to time be
determined by resolution (whether general or special) of the
Board of Directors or may be prescribed by any officer or
officers, or any officer and agent jointly, thereunto duly
authorized by the Board of Directors.

     Section 8.4  Corporate Contracts and Instruments.  Subject
always to the specific directions of the Board of Directors, the
Chairman of the Board (if any), the Chief Executive Officer, the
President, any Vice President, the Secretary or the Treasurer may
enter into contracts and execute instruments in the name and on
behalf of the Corporation.  The Board of Directors and, subject
to the specific directions of the Board of Directors, the
Chairman of the Board (if any), the Chief Executive Officer or
the President may authorize one or more officers, employees or
agents of the Corporation to enter into any contact or execute
any instrument in the name of and on behalf of the Corporation,
and such authority may be general or confined to specific
instances.

     Section 8.5  Notice and Waiver of Notice.  Whenever notice
is required to be given to any director or Shareholder under the
provisions of applicable law, the Articles of Incorporation or of
these Bylaws it shall not be construed to only mean personal
notice, rather, such notice may also be given in writing, by
mail, addressed to such director or Shareholder at his address as
it appears on the records of the Corporation, with postage
thereon prepaid (unless prior to the mailing of such notice he
shall have filed with the Secretary of the Corporation a written
request that notices intended for him be mailed to some other
address in which case, such notice shall be mailed to the 
<PAGE>
address designated in the request), and such notice shall be
deemed to be given at the time when the same shall be deposited
in the United States mail.  Notice to directors may also be given
by telegram, cable or other form of recorded communication, by
personal delivery or by telephone.  Whenever notice is required
to be given under any provision of law, the Articles of
Incorporation or these Bylaws, a waiver thereof in writing, by
telegraph, cable or other form of recorded communication, signed
by the person or persons entitled to said 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 on the ground
that 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 Shareholders, directors, or members of a
committee of directors need be specified in any written waiver of
notice unless so required by the Articles of Incorporation or
these Bylaws.

     Section  8.6  Examination of  Books and Records.  The Board
of Directors shall determine from time to time whether, and if
allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may by
statute be specifically opened to inspection) or any of them
shall be open to inspection by the Shareholders, and the
Shareholders'  rights in this respect are and shall be restricted
and limited accordingly.

     Section  8.7  Voting Upon Shares Held by the Corporation. 
Unless otherwise provided by law or by the Board of Directors,
the Chairman of the Board of Directors, if one shall be elected,
or the Chief Executive Officer, if a Chairman of the Board of
Directors shall not be elected, acting on behalf of the
Corporation, shall have full power and authority to attend and to
act and to vote at any meeting of Shareholders of any corporation
in which the Corporation may hold stock and, at any 
<PAGE>
such meeting, shall possess and may exercise any and all of the
rights and powers incident to the ownership of such stock which,
as the owner thereof, the Corporation might have possessed and
exercised, if present. The Board of Directors by resolution from
time to time may confer like powers upon any person or persons.

                          ARTICLE  IX
                           Amendments
                                
     Section 9.1  Amendment.  Except as otherwise expressly
provided in the Articles of Incorporation, the directors, by the
affirmative vote of a majority of the entire Board of Directors
and without the assent or vote of the Shareholders, may at any
meeting, provided the substance of the proposed amendment shall
have been stated in the notice of the meeting,  make, repeal,
alter, amend or rescind any of these Bylaws.  The Shareholders
shall not make, repeal, alter, amend or rescind any of the
provisions of these Bylaws except by the holders of not less than
80% of the total voting power of all shares of stock of the
Corporation entitled to vote in the election of directors,
considered for purposes of this Article IX as one class.