**Exhibit
      3.3**




BY-LAWS




OF




ALPHA
      HOLDING, INC.




ARTICLE
      I


OFFICES




SECTION
      1. REGISTERED OFFICE. - The registered office shall be established and
      maintained at c/o United Corporate Services, Inc., 874 Walker Road, Suite C,
      Dover, Delaware 19904 and United Corporate Services, Inc. shall be the
      registered agent of this corporation in charge thereof.




SECTION
      2. OTHER OFFICES. - The corporation may have other offices, either within or
      without the State of Delaware, at such place or places as the Board of Directors
      may from time to time appoint or the business of the corporation may
      require.




ARTICLE
      II


MEETINGS
      OF STOCKHOLDERS




SECTION
      1. ANNUAL MEETINGS. - Annual meetings of stockholders for the election of
      directo rs
      and
      for such other business as may be stated in the notice of the meeting, shall
      be
      held at such place, either within or without the State of Delaware, and at
      such
      time and date as the Board of Directors, by resolution, shall determine and
      as
      set forth in the notice of the meeting.




If
      the
      date of the annual meeting shall fall upon a legal holiday, the meeting shall be
      held
      on the next succeeding business day. At each annual meeting, the stockholders
      entitled to vote shall elect a Board of Directors and they may transact such
      other corporate business as shall be stated in the notice of the
      meeting.




SECTION
      2. OTHER MEETINGS. - Meetings of stockholders for any purpose other than the
      election of directors may be held at such time and place, within or without
      the
      State of Delaware, as shall be stated in the notice of the meeting.




SECTION
      3. VOTING. - Each stockholder entitled to vote in accordance with the terms
      of
      the Certificate of Incorporation and in accordance with the provisions of these
      By-laws shall be entitled to one vote, in person or by proxy, for each share
      of
      stock entitled to vote held by such stockholder, but no proxy shall be voted
      after three years from its date unless such proxy provides for a longer period.
      Upon the demand of any stockholder,
      the vote for directors and the vote upon any question before the meeting, shall
      be
      by ballot. All elections for directors shall be decided by plurality vote;
      all
      other questions shall be decided by majority vote except as otherwise provided
      by the Certificate of Incorporation or the laws of the State of
      Delaware.









A
      complete list of the stockholders entitled to vote at the ensuing election,
      arranged in alphabetical order, with the address of each, and the number of
      shares registered in the name of each shareholder, shall be open to the
      examination of any stockholder, for any purpose germane to the meeting, during
      ordinary business hours, for a period of at least ten days prior to the meeting,
      either at a place within the city 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.
      The list shall also be produced
      and kept at the time and place of the meeting during the whole time thereof, and
      may
      be inspected by any stockholder who is present.




SECTION
      4. QUORUM. - Except as otherwise required by law, by the Certificate of
      Incorporation or by these By-laws, the presence, in person or by proxy, of
      stockholders holding a majority of the stock of the corporation entitled to
      vote
      shall constitute a quorum at all meetings of the stockholders. In case a quorum
      shall not be present at any meeting, a majority in interest of the stockholders
      entitled to vote thereat, present in person or by proxy, shall have power to
      adjourn the meeting from time to time, without notice other than announcement
      at
      the meeting, until the requisite amount of stock entitled to vote shall be
      present. At any such adjourned meeting at which requisite amount of stock
      entitled to vote shall be represented, any business may be transacted which
      might have been transacted at the meeting as originally noticed; but only those stockholders
      entitled to vote at the meeting as originally noticed shall be entitled to
      vote at
      any
      adjournment or adjournments thereof. If the adjournment is for more than thirty (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 stockholder of record
      entitled to vote at the meeting.




SECTION
      5. SPECIAL MEETINGS. - Special meetings of the stockholders for any purpose
      or
      purposes may be called by the President or Secretary, or by resolution of the
      directors.




SECTION
      6. NOTICE OF MEETINGS. - Written notice, stating the place, date and time of
      the
      meeting, and the general nature of the business to be considered, shall be
      given
      to each stockholder entitled to vote thereat at his address as it appears on
      the
      records of the corporation, not less than ten nor more than sixty (60) days
      before the date of the meeting. No business other than that stated in the notice
      shall be transacted at any meeting without the unanimous consent of all the
      stockholders entitled to vote thereat.




SECTION
      7. ACTION WITHOUT MEETING. - Unless otherwise provided by the Certificate of
      Incorporation, any action required to be taken at any annual or special meeting
      of stockholders, or any action which may be taken at any annual or special
      meeting, 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 unanimous written consent shall be given to those stockholders who have
      not
      consented in writing.




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ARTICLE
      III


DIRECTORS




SECTION
      1. NUMBER AND TERM. - The number of directors shall be not less than three
      nor
      more than seven. The directors shall be elected at the annual meeting of the
      stockholders and each director shall be elected to serve until his successor
      shall be elected and shall qualify. A director need not be a
      stockholder.




SECTION
      2. RESIGNATIONS. - Any director, member of a committee or other officer may
      resign at any time. Such resignation shall be made in writing, and shall take
      effect at the time specified therein, and if no time be specified, at the time
      of its receipt by the President or Secretary. The acceptance of a resignation
      shall not be necessary to make it effective.




SECTION
      3. VACANCIES. - If the office of any director, member of a committee or other
      officer becomes vacant, the remaining directors in office, though less than
      a
      quorum, by a majority vote, may appoint any qualified person to fill such
      vacancy, who shall hold office for the unexpired term and until his successor
      shall be duly chosen.




SECTION
      4. REMOVAL. - Any director or directors may be removed, with or without cause,
      by the holders of a majority of all the shares of stock outstanding and entitled
      to vote, at an election of directors. (See Title 8 § 141(k) of the General
      Corporation Law for exception.)




SECTION
      5. INCREASE OF NUMBER. - The number of directors may be increased by amendment
      of these By-laws, by the affirmative vote of a majority of the directors, though
      less than a quorum, or, by the affirmative vote of a majority in interest of
      the
      stockholders, at the annual meeting or at a special meeting called for that
      purpose, and by like vote the additional directors may be chosen at such meeting
      to hold office until the next annual election and until their successors are
      elected and qualified.




SECTION
      6. POWERS. - The Board of Directors shall exercise all of the powers of the
      corporation except such as are conferred upon or reserved to the stockholders
      by
      law, or by the Certificate of Incorporation of the corporation or by these
      By-laws.




SECTION
      7. COMMITTEES. - The Board of Directors may, by resolution or resolutions passed
      by a majority of the whole board, designate one or more committees, each
      committee to consist of two or more of the directors of the corporation. The
      board may designate one or more directors as alternate members of any committee,
      who may replace any absent or disqualified member at any meeting of the
      committee. In the absence or disqualification of any member or such committee
      or
      committees, the member or members thereof present at any such meeting and not
      disqualified from voting, whether or not he or they constitute a quorum, may
      unanimously appoint another member of the Board of Directors to act at the
      meeting in the place of any such absent or disqualified member.




Any
      such
      committee, to the extent provided in the resolution of the Board of Directors,
      or in these By-laws, 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 which may require it; but no such committee shall have the power of
      authority in reference to amending the Certificate of Incorporation, adopting
      an
      agreement of merger or consolidation, recommending to the stockholders the
      sale,
      lease or exchange of all or substantially all of the corporation's property
      and
      assets, recommending to the stockholders a dissolution of the corporation or
      a
      revocation of a dissolution, or amending the By-laws of the corporation; and
      unless the resolution, these By-laws, or the Certificate of Incorporation
      expressly so provide, no such committee shall have the power or authority to
      declare a dividend or to authorize the issuance of stock.




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SECTION
      8. MEETINGS. - The newly elected Board of Directors may hold their first meeting
      for the purpose of organization and the transaction of business, if a quorum
      be
      present, immediately after the annual meeting of the stockholders; or the time
      and place of such meeting may be fixed by consent, in writing, of all the
      directors.




Unless
      restricted by the incorporation document or elsewhere in these By-laws, members
      of the Board of Directors or any committee designated by such Board may
      participate in a meeting of such Board or committee by means of conference
      telephone or similar communications equipment allowing all persons participating
      in the meeting to hear each other at the same time. Participation by such means
      shall constitute presence in person at such meeting.




Regular
      meetings of the Board of Directors may be scheduled by a resolution adopted
      by
      the Board. The Chairman of the Board or the President or Secretary may call,
      and
      if requested by any two directors, must call a special meeting of the Board
      and
      give five (5) days notice by mail, or two (2) days notice personally or by
      telegraph or cable to each director. The Board of Directors may hold an annual
      meeting, without notice, immediately after the annual meeting of
      shareholders.




SECTION
      9. QUORUM. - A majority of the directors shall constitute a quorum for
      the
      transaction of business. If at any meeting of the Board 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 the meeting which shall be so
      adjourned.




SECTION
      10. COMPENSATION. - Directors shall not receive any stated salary for
      their
      services as directors or as members of committees, but by resolution of the
      Board a fixed fee and expenses of attendance may be allowed for attendance
      at
      each meeting.
      Nothing herein contained shall be construed to preclude any director from serving
      the corporation in any other capacity as an officer, agent or otherwise, and
      receiving compensation therefor.




SECTION
      11. ACTION WITHOUT 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 prior to such action a written consent thereto is signed
      by all members of the Board, or of such committee as the case may be, and such
      written consent is filed with the minutes of proceedings of the Board or
      committee.




ARTICLE
      IV


OFFICERS




SECTION
      1. OFFICERS. - The officers of the corporation shall be a President, a
      Treasurer, and a Secretary, all of whom shall be elected by the Board of
      Directors and who
      shall
      hold office until their successors are elected and qualified. In addition,
      the Board
      of
      Directors may elect a Chairman, one or more Vice-Presidents and such Assistant
      Secretaries and Assistant Treasurers as they may deem proper. None of the officers
      of the corporation need be directors. The officers shall be elected at the
      first
      meeting of the Board of Directors and thereafter at each annual meeting. More
      than two offices may be held by the same person.




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SECTION
      2. OTHER OFFICERS AND AGENTS. - The Board of Directors may
      appoint such other officers and agents as it may deem advisable, who shall
      hold
      their offices for such terms and shall exercise such powers and perform such
      duties as shall be determined from time to time by the Board of
      Directors.




SECTION
      3. CHAIRMAN. - The Chairman of the Board of Directors, if one be elected,
      shall preside at all meetings of the Board of Directors and he shall have and perform
      such other duties as from time to time may be assigned to him by the Board
      of Directors.




SECTION
      4. PRESIDENT. - The President shall be the chief executive officer of
      the
      corporation and shall have the general powers and duties of supervision and management
      usually vested in the office of the President of a corporation. He shall preside
      at all meetings of the stockholders if present thereat, and in the absence
      or
      non-election of the Chairman of the Board of Directors, at all meetings of
      the
      Board of Directors,
      and shall have general supervision, direction and control of the business of
      the corporation.
      Except as the Board of Directors shall authorize the execution thereof in some
      other manner, he shall execute bonds, mortgages and other contracts on behalf
      of the
      corporation, and shall cause the seal to be affixed to any instrument requiring
      it and when
      so
      affixed the seal shall be attested by the signature of the Secretary or the
      Treasurer or Assistant Secretary or an Assistant Treasurer.




SECTION
      5. VICE-PRESIDENT. - Each Vice-President shall have such powers and
      shall
      perform such duties as shall be assigned to him by the directors.




SECTION
      6. TREASURER. - The Treasurer shall have the custody of the corporate funds
      and
      securities and shall keep full and accurate account of receipts and disbursements
      in books belonging to the corporation. He shall deposit all monies and other
      valuables in the name and to the credit of the corporation in such depositories
      as may
      be
      designated by the Board of Directors.




The
      Treasurer shall disburse the funds of the corporation as may be ordered by
      the Board
      of
      Directors, or the President, taking proper vouchers for such disbursements.
      He shall
      render to the President and Board of Directors at the regular meetings of the
      Board of
      Directors, or whenever they may request it, an account of all his transactions
      as Treasurer
      and of the financial condition of the corporation. If required by the Board
      of Directors,
      he shall give the corporation a bond for the faithful discharge of his duties
      in such
      amount and with such surety as the Board shall prescribe.




SECTION
      7. SECRETARY. - The Secretary shall give, or cause to be given, notice
      of
      all meetings of stockholders and directors, and all other notices required
      by
      the law or by these By-laws, and in the case of his absence or refusal to
      neglect to do so. any such notice may be given by any person thereunto directed
      by the President, or by the directors,
      or stockholder, upon whose requisition the meeting is called as provided in these
      By-laws. He shall record all the proceedings of the meetings of the corporation
      and of
      the
      directors in a book to be kept for that purpose, and shall perform such other
      duties as
      may be
      assigned to him by the directors or the President. He shall have the custody
      of the
      seal
      of the corporation and shall affix the same to all instruments requiring it,
      when authorized by the directors or the President, and attest the
      same.




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SECTION
      8. ASSISTANT TREASURERS AND ASSIS-TANT SECRETARIES.
      - Assistant Treasurers and Assistant Secretaries, if any, shall be elected and
      shall
      have such powers and shall perform such duties as shall be assigned to them,
      respectively, by the directors.




ARTICLE
      V


MISCELLANEOUS




SECTION
      1. CERTIFICATES OF STOCK. - A certificate of stock, signed by the Chairman
      or
      Vice-Chairman of the Board of Directors, if they be elected, President or
      Vice-President, and the Treasurer or an Assistant Treasurer, or Secretary or
      Assistant Secretary, shall be issued to each stockholder certifying the number
      of shares owned by him in the corporation. When such certificates are
      countersigned (1) by a transfer agent other than the corporation or its
      employee, or, (2) by a registrar other than the corporation or its employee,
      the
      signatures of such officers may be facsimiles.




SECTION
      2. LOST CERTIFICATES. - A new certificate of stock may be issued
      in
      the place of any certificate theretofore issued by the corporation, alleged
      to
      have been lost or destroyed, and the directors may, in their discretion, require
      the owner of the lost or destroyed certificate, or his legal representatives,
      to
      give the corporation a bond, in such sum as they may direct, not exceeding
      double the value of the stock, to indemnify the corporation against any claim
      that may be against it on account of the alleged loss of any such certificate,
      or the issuance of any such new certificate.




SECTION
      3. TRANSFER OF SHARES. - The shares of stock of the corporation
      shall be transferable only upon its books by the holders thereof in person
      or by
      their duly authorized attorneys or legal representatives, and upon such transfer
      the old certificate shall be surrendered to the corporation by the delivery
      thereof to the person in charge of the stock and transfer books and ledgers,
      or
      to such other person as the directors may designate, by whom they shall be
      cancelled, and new certificates shall thereupon be issued. A record shall be
      made of each transfer and whenever a transfer shall be made for collateral
      security, and not absolutely, it shall be so expressed in the entry of the
      transfer.




SECTION
      4. STOCKHOLDERS RECORD DATE. - (a) In order that the corporation
      may determine the stockholders entitled to notice of or to vote at any meeting
      of stockholders or any adjournment thereof, the Board of Directors may fix
      a
      record date, which record date shall not precede the date upon which the
      resolution fixing the record date is adopted by the Board of Directors. 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.




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(b)
      In
      order that the corporation may determine the stockholders entitled to consent
      to corporate action in writing without a meeting, the Board of Directors may
      fix
      a record date, which record date shall not precede the date upon which the
      resolution fixing the record is adopted by the Board of Directors.




(c)
      In
      order that the corporation may determine the stockholders entitled to receive
      payment of any dividend or other distribution or allotment of any rights or
      the
      stockholders entitled to exercise any rights in respect of any change,
      conversion or exchange of stock, or for the purpose of any other lawful action,
      the Board of Directors may fix a record date, which record date shall not
      precede the date upon which the resolution fixing the record date is
      adopted.




SECTION
      5. DIVIDENDS. - Subject to the provisions of the Certificate of Incorporation,
      the Board of Directors may, out of funds legally available therefor at any
      regular or special meeting, declare dividends upon the capital stock of the
      corporation as and
      when
      they deem expedient. Before declaring any dividend there may be set apart out of
      any
      funds of the corporation available for dividends, such sum or sums as the
      directors from time to time in their discretion deem 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 deem conducive to the interests
      of
      the corporation.




SECTION
      6. SEAL. - The corporate seal shall be circular in form and shall contain the
      name of the corporation, the year of its creation and the words "Corporate
      Seal,
      Delaware, 1997. Said seal may be used by causing it or a facsimile thereof
      to be
      impressed or affixed or in any other manner reproduced.




SECTION
      7. FISCAL YEAR. - The fiscal year of the corporation shall be determined by
      resolution of the Board of Directors.




SECTION
      8. CHECKS. - 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 be determined from time to time by resolution of the
      Board of Directors.




SECTION
      9. NOTICE AND WAIVER OF NOTICE. - Whenever any notice is required by these
      By-laws to be given, personal notice is not meant unless expressly so stated,
      and any notice so required shall be deemed to be sufficient if given by
      depositing the same in the United States mail, postage prepaid, addressed to
      the
      person entitled thereto at his address as it appears on the records of the
      corporation, and such notice shall be deemed to have been given on the day
      of
      such mailing. Stockholders not entitled to vote shall not be entitled to receive
      notice of any meetings except as otherwise provided by statute.




Whenever
      any notice whatsoever is required to be given under the provisions of any law,
      or under the provisions of the Certificate of Incorporation of the corporation
      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.




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ARTICLE
      VI


AMENDMENTS




These
      By-laws may be altered or repealed and. By-laws may be made at any annual
      meeting of the stockholders or at any special meeting thereof if notice of
      the
      proposed alteration or repeal of By-law or By-laws to be made be contained
      in
      the notice of such special meeting, by the affirmative vote of a majority of
      the
      stock issued and outstanding and entitled to vote thereat; or by the affirmative
      vote of a majority of the Board of Directors, at any regular meeting of the
      Board of Directors, or at any special meeting of the Board of Directors, if
      notice of the proposed alteration or repeal of By-law or By-laws to be made,
      be
      contained in the notice of such special meeting.




ARTICLE
      VII


INDEMNIFICATION




No
      director shall be liable to the corporation or any of its stockholders for
      monetary damages for breach of fiduciary duty as a director, except with respect
      to (1) a breach of the director's duty of loyalty to the corporation or its
      stockholders, (2) acts or omissions not in good faith or which involve
      intentional misconduct or a knowing violation
      of law, (3) liability which may be specifically defined by law or (4) a transaction
      from which the director derived an improper personal benefit, it being the intention
      of the foregoing provision to eliminate the liability of the corporation's
      directors to
      the
      corporation or its stockholders to the fullest extent permitted by law. The
      corporation shall indemnify to the fullest extent permitted by law each person
      that such law grants the corporation the power to indemnify.




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