RESTATED BY-LAWS
                                
                               OF
                                
                GULFSTREAM AEROSPACE CORPORATION
                                
             (hereinafter called the "Corporation")
                                
                    (As of October 16, 1996)
                                
                            ARTICLE I
                                
                             OFFICES
                             -------
          
          Section 1.     Registered Office.  The registered
office of the Corporation within the State of Delaware shall be
in the City of Wilmington, County of New Castle.
          
          Section 2.     Other Offices.  The Corporation may also
have an office or offices other than said registered office at
such place or places, either within or without the State of
Delaware, as the Board of Directors shall from time to time
determine or the business of the Corporation may require.
                                
                           ARTICLE II
                                
                    MEETINGS OF STOCKHOLDERS
                    ------------------------
          
          Section 1.     Place of Meetings.  All meetings of the
stockholders for the election of directors or for any other
purpose shall be held at any such time and place, either within
or without the State of Delaware as shall be designated from time
to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
          
          Section 2.     Annual Meetings.  Annual meetings of
stockholders shall be held on such date and at such time as shall
be designated from time to time by the Board of Directors and
stated in the notice of the meeting or in a duly executed waiver
thereof.  At such annual meetings, the stockholders shall elect
by a plurality vote the directors standing for election and
transact such other business as may properly be brought before
the meeting in accordance with these Restated By-Laws.
          
          Section 3.     Special Meetings.  Special meetings of
stockholders, for any purpose or purposes, unless otherwise
prescribed by statute may be called by the Board of Directors,
the Chairman of the Board of Directors, if one shall have been
elected, or the President and shall be called by the Secretary
upon the request in writing of a stockholder or stockholders
holding of record at least a majority of the voting power of the
issued and outstanding shares of capital stock of the Corporation
entitled to vote at such meeting.
          
          Section 4.     Notice of Meetings.  Except as otherwise
expressly required by statute, written notice of each annual and
special meeting of stockholders stating 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, shall be
given to each stockholder of record entitled to vote thereat not
less than ten nor more than sixty days before the date of the
meeting.  Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.  Notice shall be given personally or by mail and, if by
mail, shall be sent in a postage prepaid envelope, addressed to
the stockholder at such stockholder's address as it appears on
the records of the Corporation.  Notice by mail shall be deemed
given at the time when the same shall be deposited in the United
States mail, postage prepaid.  Notice of any meeting shall not be
required to be given to any person who attends such meeting,
except when such person attends the meeting in person or by proxy
for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting
is not lawfully called or convened, or who, either before or
after the meeting, shall submit a signed written waiver of
notice, in person or by proxy.  Neither the business to be
transacted at, nor the purpose of, an annual or special meeting
of stockholders need be specified in any written waiver of
notice.
          
          Section 5.     Organization.  At each meeting of
stockholders, the Chairman of the Board, if one shall have been
elected, or, in such person's absence or if one shall not have
been elected, the President, shall act as chairman of the
meeting.  The Secretary or, in such person's absence or inability
to act, the person whom the chairman of the meeting shall appoint
secretary of the meeting, shall act as secretary of the meeting
and keep the minutes thereof.
          
          Section 6.     Conduct of Business.  The chairman of
any meeting of stockholders shall determine the order of business
and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of discussion as seems to
him or her in order.  The date and time of the opening and
closing of the polls for each matter upon which the stockholders
will vote at a meeting shall be announced at the meeting.
          
          Section 7.     Quorum, Adjournments.  The holders of a
majority of the voting power of the issued and outstanding shares
of capital stock of the Corporation entitled to vote thereat,
present in person or represented by proxy, shall constitute a
quorum for the transaction of business at all meetings of
stockholders, except as otherwise provided by statute or by the
Restated Certificate of Incorporation.  If, however, such quorum
shall not be present or represented by proxy at any meeting of
stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented by proxy.  At such adjourned meeting at which a
quorum shall be present or represented by proxy, any business may
be transacted which might have been transacted at the meeting as
originally called.  If the adjournment is for more than thirty
days, or, if after adjournment a new record date is set, a notice
of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
          
          Section 8.     Voting.  Except as otherwise provided by
statute or the Restated Certificate of Incorporation and these
Restated By-Laws, each stockholder of the Corporation shall be
entitled at each meeting of stockholders to one vote for each
share of capital stock of the Corporation standing in such
stockholder's name on the record of stockholders of the
Corporation:
               
               (a)  on the date fixed pursuant to the provisions
          of Section 7 of Article V of these Restated By-Laws as
          the record date for the determination of the
          stockholders who shall be entitled to notice of and to
          vote at such meeting; or
               
               (b)  if no such record date shall have been so
          fixed, then at the close of business on the day next
          preceding the day on which notice thereof shall be
          given, or, if notice is waived, at the close of
          business on the date next preceding the day on which
          the meeting is held.

Each stockholder entitled to vote at any meeting of stockholders
may authorize another person or persons to act for such
stockholder by a proxy signed by such stockholder or such
stockholder's attorney-in-fact, but no proxy shall be voted after
three years from its date, unless the proxy provides for a longer
period.  Any such proxy shall be delivered to the secretary of
the meeting at or prior to the time designated in the order of
business for so delivering such proxies.  When a quorum is
present at any meeting, the affirmative vote of the holders of a
majority of the voting power of the issued and outstanding stock
of the Corporation entitled to vote thereon, present in person or
represented by proxy, shall decide any question brought before
such meeting, unless the question is one upon which by express
provision of statute or of the Restated Certificate of
Incorporation or of these Restated By-Laws, a different vote is
required, in which case such express provision shall govern and
control the decision of such question.  Unless required by
statute, or determined by the chairman of the meeting to be
advisable, the vote on any question need not be by ballot.  On a
vote by ballot, each ballot shall be signed by the stockholder
voting, or by such stockholder's proxy, if there be such proxy.
          
          Section 9.     List of Stockholders Entitled to Vote.
At least ten days before each meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of
each stockholder shall be prepared.  Such list shall be open to
the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at
least ten days prior to the meeting, either at a place within the
city, town, or village 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 of the Corporation who is present.
          
          Section 10.    Inspectors.  The Board of Directors
shall, in advance of any meeting of stockholders, appoint one or
more inspectors to act at such meeting or any adjournment
thereof.  If any of the inspectors so appointed shall fail to
appear or act, the chairman of the meeting shall, or if
inspectors shall not have been appointed, the chairman of the
meeting may appoint one or more inspectors.  Each inspector,
before entering upon the discharge of such inspector's duties,
shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according
to the best of such inspector's ability.  The inspectors shall
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,
the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the results,
and do such acts as are proper to conduct the election or vote
with fairness to all stockholders.  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.  No director or
candidate for the office of director shall act as an inspector of
an election of directors.  Inspectors need not be stockholders.
          
          Section 11.    Consent of Stockholders in Lieu of
Meeting.  Unless otherwise provided by statute or in the Restated
Certificate of Incorporation, any action required to be taken or
which may be taken at any annual or special meeting of the
stockholders of the Corporation 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 any such
corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not
consented in writing.
          
          Section 12.    Advance Notice Provisions for Election
of Directors.  Only persons who are nominated in accordance with
the following procedures shall be eligible for election as
directors of the Corporation.  Nominations of persons for
election to the Board of Directors may be made at any annual
meeting of stockholders, or at any special meeting of
stockholders called for the purpose of electing directors, (a) by
or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the
giving of the notice provided for in this Section 12 and on the
record date for the determination of stockholders entitled to
vote at such meeting and (ii) who complies with the notice
procedures set forth in this Section 12.
          
          In addition to any other applicable requirements, for a
nomination to be made by a stockholder such stockholder must have
given timely notice thereof in proper written form to the
Secretary of the Corporation.
          
          To be timely, a stockholder's notice to the Secretary
must be delivered to or mailed and received at the principal
executive offices of the Corporation (a) in the case of an annual
meeting, not less than 60 days nor more than 90 days prior to the
date of the annual meeting; provided, however, that in the event
that less than 70 days' notice or prior public disclosure of the
date of the annual meeting is given or made to stockholders,
notice by the stockholder in order 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 annual
meeting was mailed or such public disclosure of the date of the
annual meeting was made, whichever first occurs; and (b) in the
case of a special meeting of stockholders called for the purpose
of electing directors, not later than the close of business on
the 10th day following the day on which notice of the date of the
special meeting was mailed or public disclosure of the date of
the special meeting was made, whichever first occurs.
          
          To be in proper written form, a stockholder's notice to
the Secretary must set forth (a) as to each person whom the
stockholder proposes to nominate for election as a director (i)
the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of
record by the person and (iv) any other information relating to
the person that would be required to be disclosed in a proxy
statement or other filings  required to be made in connection
with solicitations of proxies for election of directors pursuant
to Section 14 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving the notice (i)
the name and record address of such stockholder, (ii) the class
or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such
stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee
and any other person or persons (including their names) pursuant
to which the nomination(s) are to be made by such stockholder,
(iv) a representation that such stockholder intends to appear in
person or by proxy at the meeting to nominate the persons named
in its notice and (v) any other information relating to such
stockholder that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder.  Such notice must be accompanied by a
written consent of each proposed nominee to be named as a nominee
and to serve as a director if elected.
          
          No person shall be eligible for election as a director
of the Corporation unless nominated in accordance with the
procedures set forth in this Section 12.  If the Chairman of the
meeting determines that a nomination was not made in accordance
with the foregoing procedures, the Chairman shall declare to the
meeting that the nomination was defective and such defective
nomination shall be disregarded.
          
          Section 13.    Advance Notice Provisions for Business
to be Transacted at Annual Meeting.  No business may be
transacted at an annual meeting of stockholders, other than
business that is either (a) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the
Board of Directors (or any duly authorized committee thereof),
(b) otherwise properly brought before the annual meeting by or at
the direction of the Board of Directors (or any duly authorized
committee thereof) or (c) otherwise properly brought before the
annual meeting by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice
provided for in this Section 13 and on the record date for the
determination of stockholders entitled to vote at such annual
meeting and (ii) who complies with the notice procedures set
forth in this Section 13.
          
          In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a
stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the
Corporation.
          
          To be timely, a stockholder's notice to the Secretary
must be delivered to or mailed and received at the principal
executive offices of the Corporation not less than 60 days nor
more than 90 days prior to the date of the annual meeting;
provided, however, that in the event that less than 70 days'
notice or prior public disclosure of the date of the annual
meeting is given or made to stockholders, notice by the
stockholder in order 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 annual meeting was mailed or
such public disclosure of the date of the annual meeting was
made, whichever first occurs.
          
          To be in proper written form, a stockholder's notice to
the Secretary must set forth as to each matter such stockholder
proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at
the annual meeting, (ii) the name and record address of such
stockholder, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or
of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any
other person or persons (including their names) in connection
with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person
or by proxy at the annual meeting to bring such business before
the meeting.
          
          No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section 13,
provided, however, that, once business has been properly brought
before the annual meeting in accordance with such procedures,
nothing in this Section 13 shall be deemed to preclude discussion
by any stockholder of any such business.  If the Chairman of an
annual meeting determines that business was not properly brought
before the annual meeting in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that the
business was not properly brought before the meeting and such
business shall not be transacted.
                                
                           ARTICLE III
                                
                            DIRECTORS
                            ---------
          
          Section 1.     Place of Meetings.  Meetings of the
Board of Directors shall be held at such place or places, within
or without the State of Delaware, as the Board of Directors may
from time to time determine or as shall be specified in the
notice of any such meeting.
          
          Section 2.     Annual Meeting.  The Board of Directors
shall meet for the purpose of organization, the election of
officers and the transaction of other business, as soon as
practicable after each annual meeting of stockholders, on the
same day and at the same place where such annual meeting shall be
held.  Notice of such meeting need not be given.  In the event
such annual meeting is not so held, the annual meeting of the
Board of Directors may be held at such other time or place
(within or without the State of Delaware) as shall be specified
in a notice thereof given as hereinafter provided in Section 5 of
this Article III.
          
          Section 3.     Regular Meetings.  Regular meetings of
the Board of Directors shall be held at such time and place as
the Board of Directors may fix.  If any day fixed for a regular
meeting shall be a legal holiday at the place where the meeting
is to be held, then the meeting which would otherwise be held on
that day shall be held at the same hour on the next succeeding
business day.
          
          Section 4.     Special Meetings.  Special meetings of
the Board of Directors may be called by the Chairman of the
Board, if one shall have been elected, or by two or more
directors of the Corporation or by the President.
          
          Section 5.     Notice of Meetings.  Notice of regular
meetings of the Board of Directors need not be given except as
otherwise required by law or these Restated By-Laws.  Notice of
each special meeting of the Board of Directors for which notice
shall be required, shall be given by the Secretary as hereinafter
provided in this Section 5, in which notice shall be stated the
time and place of the meeting.  Except as otherwise required by
these By-Laws, such notice need not state the purposes of such
meeting.  Notice of any special meeting, and of any regular or
annual meeting for which notice is required, shall be given to
each director at least (a) four hours before the meeting if by
telephone or by being personally delivered or sent by telex,
telecopy, or similar means or (b) two days before the meeting if
delivered by mail to the director's residence or usual place of
business.  Such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage
prepaid, or when transmitted if sent by telex, telecopy, or
similar means.  Neither the business to be transacted at, nor the
purpose of, any special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.  Any
director may waive notice of any meeting by a writing signed by
the director entitled to the notice and filed with the minutes or
corporate records.  The attendance at or participation of the
director at a meeting shall constitute waiver of notice of such
meeting, unless the director at the beginning of the meeting or
promptly upon such director's arrival objects to holding the
meeting or transacting business at the meeting.
          
          Section 6.     Organization.  At each meeting of the
Board of Directors, the Chairman of the Board, if one shall have
been elected, or, in the absence of the Chairman of the Board or
if one shall not have been elected, the President (or, in the
President's absence, another director chosen by a majority of the
directors present) shall act as chairman of the meeting and
preside thereat.  The Secretary or, in such person's absence, any
person appointed by the chairman shall act as secretary of the
meeting and keep the minutes thereof.
          
          Section 7.     Quorum and Manner of Acting.  A majority
of the entire Board of Directors shall constitute a quorum for
the transaction of business at any meeting of the Board of
Directors, and, except as otherwise expressly required by statute
or the Restated Certificate of Incorporation or these Restated By-
Laws, the affirmative vote of a majority of the directors present
at any meeting at which a quorum is present shall be the act of
the Board of Directors.  In the absence of a quorum at any
meeting of the Board of Directors, a majority of the directors
present thereat may adjourn such meeting to another time and
place.  Notice of the time and place of any such adjourned
meeting shall be given to all of the directors unless such time
and place were announced at the meeting at which the adjournment
was taken, in which case such notice need only be given to the
directors who were not present thereat.  At any adjourned meeting
at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally
called.  The directors shall act only as a Board and the
individual directors shall have no power as such.
          
          Section 8.     Action by Consent.  Unless restricted by
the Restated Certificate of Incorporation, any action required or
permitted to be taken by the Board of Directors or any committee
thereof may be taken without a meeting if all members of the
Board of Directors or such committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with
the minutes of the proceedings of the Board of Directors or such
committee, as the case may be.
          
          Section 9.     Telephonic Meeting.  Unless restricted
by the Restated Certificate of Incorporation, any one or more
members of the Board of Directors or any committee thereof may
participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other.  Participation
by such means shall constitute presence in person at a meeting.
          
          Section 10.    Committees.  The Board of Directors may,
by resolution passed by a majority of the entire Board of
Directors, designate one or more committees, including an
executive committee, each committee to consist of one or more of
the directors of the Corporation.  The Board of Directors 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 of disqualification
of any member of a committee, the member or members present at
any meeting and not disqualified from voting, whether or not such
members constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.
          
          Each such committee, to the extent provided in the
resolution creating it, 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
require it; provided, however, that no such committee shall have
the power or authority in reference to the following matters:
(a) approving or adopting, or recommending to the stockholders,
any action or matter expressly required by the General
Corporation Law of Delaware to be submitted to stockholders for
approval or (b) adopting, amending or repealing any by-law of the
Corporation.  Each such committee shall serve at the pleasure of
the Board of Directors and have such name as may be determined
from time to time by resolution adopted by the Board of
Directors.  Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors.
          
          Section 11.    Fees and Compensation.  Directors and
members of committees may receive such compensation, if any, for
their services, and such reimbursement for expenses, as may be
fixed or determined by the Board of Directors.  No such payment
shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
          
          Section 12.    Resignations.  Any director of the
Corporation may resign at any time by giving written notice of
such director's resignation to the Corporation.  Any such
resignation shall take effect at the time specified therein or,
if the time when it shall become effective shall not be specified
therein, immediately upon its receipt.  Unless otherwise
specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
          
          Section 13.    Interested Directors.  No contract or
transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in
which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer
is present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the contract or
transaction, or solely because such person's or persons' votes
are counted for such purposes if (a) the material facts as to
such person's or persons' relationship or interest and as to the
contract or transaction are disclosed or are known to the
directors or committee who then in good faith authorizes the
contract or transaction by the affirmative vote of a majority of
the disinterested directors, even though the disinterested
directors be less than a quorum, or (b) the material facts as to
such person's or persons' relationship or interest and as to the
contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders or (c) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee thereof or the
stockholders.  Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or
transaction.
                                
                           ARTICLE IV
                                
                            OFFICERS
                            --------
          
          Section 1.     General.  The officers of the
Corporation shall be chosen by the Board of Directors and shall
include a President, one or more Vice Presidents (including
Senior, Executive or other classifications of Vice Presidents)
and a Secretary.  The Board of Directors, in its discretion, may
also choose as an officer of the Corporation a Chairman of the
Board and a Vice Chairman of the Board and may choose other
officers (including a Treasurer, one or more Assistant
Secretaries and one or more Assistant Treasurers) as may be
necessary or desirable.  Such officers as the Board of Directors
may choose shall perform such duties and have such powers as from
time to time may be assigned to them by the Board of Directors.
The Board of Directors may delegate to any officer of the
Corporation the power to choose such other officers and to
proscribe their respective duties and powers.  Any number of
offices may be held by the same person, unless otherwise
prohibited by law, the Restated Certificate of Incorporation or
these Restated By-Laws.  The officers of the Corporation need not
be stockholders of the Corporation nor, except in the case of the
Chairman of the Board and Vice Chairman of the Board of
Directors, need such officers be directors of the Corporation.
          
          Section 2.     Term.  All officers of the Corporation
shall hold office until their successors are chosen and
qualified, or until their earlier resignation or removal.  Any
vacancy occurring in any office of the Corporation shall be
filled by the Board of Directors.
          
          Section 3.     Resignations.  Any officer of the
Corporation may resign at any time by giving written notice of
such officer's resignation to the Corporation.  Any such
resignation shall take effect at the time specified therein or,
if the time when it shall become effective shall not be specified
therein, immediately upon receipt.  Unless otherwise specified
therein, the acceptance of any such resignation shall not be
necessary to make it effective.
          
          Section 4.     Removal.  Any officer may be removed at
any time by the Board of Directors with or without cause.
          
          Section 5.     Compensation.  The compensation of the
officers of the Corporation for their services as such officers
shall be fixed from time to time by the Board of Directors.  An
officer of the Corporation shall not be prevented from receiving
compensation by reason of the fact that such officer is also a
director of the Corporation.
          
          Section 6.     Chairman of the Board.  The Chairman of
the Board, if one shall have been elected, shall be a member of
the Board, an officer of the Corporation and, if present, shall
preside at each meeting of the Board of Directors or the
stockholders.  The Chairman of the Board shall advise and counsel
with the President, and in the President's absence with other
executives of the Corporation, and shall perform such other
duties as may from time to time be assigned to the Chairman of
the Board by the Board of Directors.
                                
                            ARTICLE V
                                
              STOCK CERTIFICATES AND THEIR TRANSFER
              -------------------------------------
          
          Section 1.     Stock Certificates.  Every holder of
stock in the Corporation shall be entitled to have a certificate,
signed by, or in the name of the Corporation by, the Chairman of
the Board or a Vice Chairman of the Board or the President or a
Vice President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by such holder in the
Corporation.  If the Corporation shall be authorized to issue
more than one class of stock or more than one series of any
class, the designations, preferences and relative, participating,
optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restriction 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 such class or series of
stock, provided that, except as otherwise provided in Section 202
of the General Corporation Law of Delaware, 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 stockholder who
so requests the designations, preferences and relative,
participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.
          
          Section 2.     Facsimile Signatures.  Any or all of the
signatures on a certificate may be a facsimile, engraved or
printed.  In case any officer, transfer agent or registrar who
has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if such person was
such officer, transfer agent or registrar at the date of issue.
          
          Section 3.     Lost Certificates.  The Board of
Directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore
issued by the Corporation alleged to have been lost, stolen, or
destroyed.  When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the
owner of such lost, stolen, or destroyed certificate or
certificates, or the owner's legal representative, to give the
Corporation a bond in such sum as it may direct sufficient to
indemnify it against any claim that may be made against the
Corporation on account of the alleged loss, theft or destruction
of any such certificate or the issuance of such new certificate.
          
          Section 4.     Transfers of Stock.  Upon surrender to
the Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it
shall be the duty of the Corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and
record the transaction upon its records; provided, however, that
the Corporation shall be entitled to recognize and enforce any
lawful restriction on transfer.  Whenever any transfer of stock
shall be made for collateral security, and not absolutely, it
shall be so expressed in the entry of transfer if, when the
certificates are presented to the Corporation for transfer, both
the transferor and the transferee request the Corporation to do
so.
          
          Section 5.     Transfer Agents and Registrars.  The
Board of Directors may appoint, or authorize any officer or
officers to appoint, one or more transfer agents and one or more
registrars.
          
          Section 6.     Regulations.  The Board of Directors may
make such additional rules and regulations, not inconsistent with
these Restated By-Laws, as it may deem expedient concerning the
issue, transfer and registration of certificates for shares of
stock of the Corporation.
          
          Section 7.     Fixing the Record Date.  In order that
the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend
or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other
action.  A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for the adjourned meeting.
          
          Section 8.     Registered Stockholders.  The
Corporation shall be entitled to recognize the exclusive right of
a person registered on its records as the owner of shares of
stock to receive dividends and to vote as such owner, and shall
not be bound to recognize any equitable or other claim to or
interest in such share or shares of stock on the part of any
other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.
                                
                           ARTICLE VI
                                
            INDEMNIFICATION OF OFFICERS AND DIRECTORS
            -----------------------------------------
          
          Section 1.     General.  Each person who was or is made a
party or is threatened to be made a party to or is involved
(including, without limitation, as a witness) in any threatened,
pending or completed action, suit, arbitration, alternative
dispute resolution mechanism, investigation, administrative
hearing or any other proceeding, whether civil, criminal,
administrative or investigative ("Proceeding") brought by reason
of the fact that such person (the "Indemnitee") is or was a
director or officer of the Corporation or is or was serving at
the request of the Corporation as a director or officer of
another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee
benefit plan, whether the basis of such Proceeding is alleged
action in an official capacity as a director or officer or in any
other capacity while serving as such a director or officer, shall
be indemnified and held harmless by the Corporation to the full
extent authorized by the General Corporation Law of Delaware, as
the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide prior to such
amendment), or by other applicable law as then in effect, against
all expenses, liabilities, losses and claims (including
attorneys' fees, judgments, fines, excise taxes under the
Employee Retirement Income Security Act of 1974, as amended from
time to time, penalties and amounts to be paid in settlement)
actually incurred or suffered by such Indemnitee in connection
with such Proceeding (collectively, "Losses").
          
          Section 2.     Derivative Actions.  The Corporation
shall indemnify any person who was or is a party or is threatened
to be made a party to or is involved (including, without
limitation, as a witness) in any Proceeding brought by or in the
right of the Corporation to procure a judgment in its favor by
reason of the fact that such person (also an "Indemnitee") is or
was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or
officer of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to an employee benefit plan, against Losses actually
incurred or suffered by the Indemnitee in connection with the
defense or settlement of such action or suit if the Indemnitee
acted in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the
Corporation, provided that no indemnification shall be made in
respect of any claim, issue or matter as to which Delaware law
expressly prohibits such indemnification by reason of an
adjudication of liability of the Indemnitee unless and only to
the extent that the Court of Chancery of the State of Delaware or
the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the
Indemnitee is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court
shall deem proper.
          
          Section 3.     Indemnification in Certain Cases.
Notwithstanding any other provision of this Article VI, to the
extent that an Indemnitee has been wholly successful on the
merits or otherwise in any Proceeding referred to in Sections 1
or 2 of this Article VI on any claim, issue or matter therein,
the Indemnitee shall be indemnified against Losses actually
incurred or suffered by the Indemnitee in connection therewith.
If the Indemnitee is not wholly successful in such Proceeding but
is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the
Corporation shall indemnify the Indemnitee, against Losses
actually incurred or suffered by the Indemnitee in connection
with each successfully resolved claim, issue or matter.  In any
review or Proceeding to determine such extent of indemnification,
the Corporation shall bear the burden of proving any lack of
success and which amounts sought in indemnity are allocable to
claims, issues or matters which were not successfully resolved.
For purposes of this Section 3 and without limitation, the
termination of any such claim, issue or matter by dismissal with
or without prejudice shall be deemed to be a successful
resolution as to such claim, issue or matter.
          
          Section 4.     Procedure.  (a)  Any indemnification
under Sections 1 and 2 of this Article VI (unless ordered by a
court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the
Indemnitee is proper (except that the right of the Indemnitee to
receive payments pursuant to Section 5 of this Article VI shall
not be subject to this Section 4) in the circumstances because
the Indemnitee has met the applicable standard of conduct.  Such
determination shall be made promptly, but in no event later than
60 days after receipt by the Corporation of the Indemnitee's
written request for indemnification.  The Secretary of the
Corporation shall, promptly upon receipt of the Indemnitee's
request for indemnification, advise the Board of Directors that
the Indemnitee has made such request for indemnification.
          
          (b)  The entitlement of the Indemnitee to
indemnification shall be determined in the specific case (1) by
the Board of Directors by a majority vote of the directors who
are not parties to such Proceeding, even though less than a
quorum (the "Disinterested Directors"), or (2) if there are no
Disinterested Directors, or if such Disinterested Directors so
direct, by independent legal counsel, or (3) by the stockholders.
          
          (c)  In the event the determination of entitlement is
to be made by independent legal counsel, such independent legal
counsel shall be selected by the Board of Directors and approved
by the Indemnitee.  Upon failure of the Board of Directors to so
select such independent legal counsel or upon failure of the
Indemnitee to so approve, such independent legal counsel shall be
selected by the American Arbitration Association in New York, New
York or such other person as such Association shall designate to
make such selection.
          
          (d)  If the Board of Directors or independent legal
counsel shall have determined that the Indemnitee is not entitled
to indemnification to the full extent of the Indemnitee's
request, the Indemnitee shall have the right to seek entitlement
to indemnification in accordance with the procedures set forth in
Section 6 of this Article VI.
          
          (e)  If the person or persons empowered pursuant to
Section 4(b) of this Article VI to make a determination with
respect to entitlement to indemnification shall have failed to
make the requested determination within 60 days after receipt by
the Corporation of such request, the requisite determination of
entitlement to indemnification shall be deemed to have been made
and the Indemnitee shall be absolutely entitled to such
indemnification, absent (i) misrepresentation by the Indemnitee
of a material fact in the request for indemnification or (ii) a
final judicial determination that all or any part of such
indemnification is expressly prohibited by law.
          
          (f)  The termination of any proceeding by judgment,
order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, adversely
affect the rights of the Indemnitee to indemnification hereunder
except as may be specifically provided herein, or create a
presumption that the Indemnitee did not act in good faith and in
a manner which the Indemnitee reasonably believed to be in or not
opposed to the best interests of the Corporation or create a
presumption that (with respect to any criminal action or
proceeding) the Indemnitee had reasonable cause to believe that
the Indemnitee's conduct was unlawful.
          
          (g)  For purposes of any determination of good faith
hereunder, the Indemnitee shall be deemed to have acted in good
faith if the Indemnitee's action is based on the records or books
of account of the Corporation or an affiliate, including
financial statements, or on information supplied to the
Indemnitee by the officers of the Corporation or an affiliate in
the course of their duties, or on the advice of legal counsel for
the Corporation or an affiliate or on information or records
given or reports made to the Corporation or an affiliate by an
independent certified public accountant or by an appraiser or
other expert selected with reasonable care to the Corporation or
an affiliate.  The Corporation shall have the burden of
establishing the absence of good faith.  The provisions of this
Section 4(g) of this Article VI shall not be deemed to be
exclusive or to limit in any way the other circumstances in which
the Indemnitee may be deemed to have met the applicable standard
of conduct set forth in these Restated By-Laws.
          
          (h)  The knowledge and/or actions, or failure to act,
of any other director, officer, agent or employee of the
Corporation or an affiliate shall not be imputed to the
Indemnitee for purposes of determining the right to
indemnification under these Restated By-Laws.
          
          Section 5.     Advances for Expenses and Costs.  All
expenses (including attorneys fees) incurred by or on behalf of
the Indemnitee (or reasonably expected by the Indemnitee to be
incurred by the Indemnitee within three months) in connection
with any Proceeding shall be paid by the Corporation in advance
of the final disposition of such Proceeding within twenty days
after the receipt by the Corporation of a statement or statements
from the Indemnitee requesting from time to time such advance or
advances whether or not a determination to indemnify has been
made under Section 4 of this Article VI.  The Indemnitee's
entitlement to such advancement of expenses shall include those
incurred in connection with any Proceeding by the Indemnitee
seeking an adjudication or award in arbitration pursuant to these
By-Laws.  The financial ability of an Indemnitee to repay an
advance shall not be a prerequisite to the making of such
advance.  Such statement or statements shall reasonably evidence
such expenses incurred (or reasonably expected to be incurred) by
the Indemnitee in connection therewith and shall include or be
accompanied by a written undertaking by or on behalf of the
Indemnitee to repay such amount if it shall ultimately be
determined that the Indemnitee is not entitled to be indemnified
therefor pursuant to the terms of this Article VI.
          
          Section 6.     Remedies in Cases of Determination not
to Indemnify or to Advance Expenses.  (a)  In the event that (i)
a determination is made that the Indemnitee is not entitled to
indemnification hereunder, (ii) advances are not made pursuant to
Section 5 of this Article VI or (iii) payment has not been timely
made following a determination of entitlement to indemnification
pursuant to Section 4 of this Article VI, the Indemnitee shall be
entitled to seek a final adjudication either through an
arbitration proceeding or in an appropriate court of the State of
Delaware or any other court of competent jurisdiction of the
Indemnitee's entitlement to such indemnification or advance.
          
          (b)  In the event a determination has been made in
accordance with the procedures set forth in Section 4 of this
Article VI, in whole or in part, that the Indemnitee is not
entitled to indemnification, any judicial proceeding or
arbitration referred to in paragraph (a) of this Section 6 shall
be de novo and the Indemnitee shall not be prejudiced by reason
of any such prior determination that the Indemnitee is not
entitled to indemnification, and the Corporation shall bear the
burdens of proof specified in Sections 3 and 4 of this Article VI
in such proceeding.
          
          (c)  If a determination is made or deemed to have been
made pursuant to the terms of Sections 4 or 6 of this Article VI
that the Indemnitee is entitled to indemnification, the
Corporation shall be bound by such determination in any judicial
proceeding or arbitration in the absence of (i) a
misrepresentation of a material fact by the Indemnitee or (ii) a
final judicial determination that all or any part of such
indemnification is expressly prohibited by law.
          
          (d)  To the extent deemed appropriate by the court,
interest shall be paid by the Corporation to the Indemnitee at a
reasonable interest rate for amounts which the Corporation
indemnifies or is obliged to indemnify the Indemnitee for the
period commencing with the date on which the Indemnitee requested
indemnification (or reimbursement or advancement of expenses) and
ending with the date on which such payment is made to the
Indemnitee by the Corporation.
          
          Section 7.     Rights Non-Exclusive.  The
indemnification and advancement of expenses provided by, or
granted pursuant to, the other Sections of this Article VI shall
not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be
entitled under any law, by-law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another
capacity while holding such office.
          
          Section 8.     Insurance.  The Corporation shall have
power to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit
plan, against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such
liability under the provisions of this Article VI.
          
          Section 9.     Definition of Corporation.  For purposes
of this Article VI, references to "the Corporation" shall
include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including
service with respect to an employee benefit plan, shall stand in
the same position under this Article VI with respect to the
resulting or surviving corporation as such person would have with
respect to such constituent corporation if its separate existence
had continued.
          
          Section 10.    Other Definitions.  For purposes of this
Article VI, references to "fines" shall include any excise taxes
assessed on a person with respect to any employee benefit plan;
and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with
respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the
best interests of the Corporation" as referred to in this Article
VI.
          
          Section 11.    Survival of Rights.  The indemnification
and advancement of expenses provided by, or granted pursuant to
this Article VI shall, unless otherwise provided when authorized
or ratified, 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 a
person.  No amendment, alteration, rescission or replacement of
these By-Laws or any provision hereof shall be effective as to an
Indemnitee with respect to any action taken or omitted by such
Indemnitee in Indemnitee's position with the Corporation or any
other entity which the Indemnitee is or was serving at the
request of the Corporation prior to such amendment, alteration,
rescission or replacement.
          
          Section 12.    Indemnification of Employees and Agents of
the Corporation.  The Corporation may, by action of the Board of
Directors from time to time, grant rights to indemnification and
advancement of expenses to employees and agents of the
Corporation with the same scope and effect as the provisions of
this Article VI with respect to the indemnification of directors
and officers of the Corporation.
          
          Section 13.    Savings Clause.  If this Article VI or any
portion hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation shall nevertheless
indemnify each person entitled to indemnification under the first
paragraph of this Article VI as to all losses actually and
reasonably incurred or suffered by such person and for which
indemnification is available to such person pursuant to this
Article VI to the full extent permitted by any applicable portion
of this Article VI that shall not have been invalidated and to
the full extent permitted by applicable law.
                                
                           ARTICLE VII
                                
                       GENERAL PROVISIONS
                       ------------------
          
          Section 1.     Dividends.  Subject to the provisions of
statute and the Restated Certificate of Incorporation, dividends
upon the shares of capital stock of the Corporation may be
declared by the Board of Directors at any regular or special
meeting.  Dividends may be paid in cash, in property or in shares
of stock of the Corporation, unless otherwise provided by statute
or the Restated Certificate of Incorporation.
          
          Section 2.     Reserves.  Before payment of any
dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board
of Directors may, from time to time, in its absolute discretion,
think proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any
property of the Corporation or for such other purpose as the
Board of Directors may think conducive to the interests of the
Corporation.  The Board of Directors may modify or abolish any
such reserve in the manner in which it was created.
          
          Section 3.     Seal.  The seal of the Corporation shall
be in such form as shall be approved by the Board of Directors.
          
          Section 4.     Fiscal Year.  The fiscal year of the
Corporation shall be fixed, and once fixed, may thereafter be
changed, by resolution of the Board of Directors.
          
          Section 5.     Checks, Notes, Drafts, Etc.  All checks,
notes, drafts or other orders for the payment of money of the
Corporation shall be signed, endorsed or accepted in the name of
the Corporation by such officer, officers, person or persons as
from time to time may be designated by the Board of Directors or
by an officer or officers authorized by the Board of Directors to
make such designation.
          
          Section 6.     Execution of Contracts, Deeds, Etc.  The
Board of Directors may authorize any officer or officers, agent
or agents, in the name and on behalf of the Corporation to enter
into or execute and deliver any and all deeds, bonds, mortgages,
contracts and other obligations or instruments, and such
authority may be general or confined to specific instances.
          
          Section 7.     Voting of Stock in Other Corporations.
Unless otherwise provided by resolution of the Board of
Directors, the Chairman of the Board or the President, from time
to time, may (or may appoint one or more attorneys or agents to)
cast the votes which the Corporation may be entitled to cast as a
shareholder or otherwise in any other corporation, any of whose
shares or securities may be held by the Corporation, at meetings
of the holders of the shares or other securities of such other
corporation.  In the event one or more attorneys or agents are
appointed, the Chairman of the Board or the President may
instruct the person or persons so appointed as to the manner of
casting such votes or giving such consent.  The Chairman of the
Board or the President may, or may instruct the attorneys or
agents appointed to, execute or cause to be executed in the name
and on behalf of the Corporation and under its seal or otherwise,
such written proxies, consents, waivers or other instruments as
may be necessary or proper in the circumstances.
                                
                          ARTICLE VIII
                                
                           AMENDMENTS
                           ----------
          
          These Restated By-Laws may be repealed, altered,
amended or rescinded in whole or in part, or new By-Laws may be
adopted by either the affirmative vote of the holders of at least
a majority of the voting power of all of the issued and
outstanding shares of capital stock of the Corporation entitled
to vote thereon or by the Board of Directors.