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                                                                 EXHIBIT 3(ii)


                    BY-LAWS AS AMENDED THROUGH
                          AUGUST 1, 1994



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                    GRAYBAR ELECTRIC COMPANY, INC.

                       (A New York Corporation)




                              ---- * ----

                                BY-LAWS

                              ---- * ----




                         ADOPTED JUNE 12, 1970

                       [WITH AMENDMENTS THROUGH

                            AUGUST 1, 1994]





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                                BY-LAWS

                                  OF

                    GRAYBAR ELECTRIC COMPANY, INC.

                             -------------

                               ARTICLE I

                       MEETINGS OF SHAREHOLDERS

  SECTION 1. Annual Meetings. The annual meeting of shareholders for
the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held at 9:30
o'clock A.M. on the second Thursday in June in each year, or on such
other date and at such other time as the Board of Directors shall fix
by resolution, commencing with the year 1971, if not a legal holiday,
and if a legal holiday, then on the next succeeding business day at
such time as shall be designated in the notice thereof.

  SECTION 2. Special Meetings. Special meetings of the shareholders may
be called at any time by the President, a Vice-President or a majority
of the members of the Board of Directors, and it shall be the duty of
any of the foregoing officers and that of the Board of Directors to
call forthwith such a meeting upon demand as prescribed by law and
whenever the holders of record of one-third of the outstanding shares
of the stock of the corporation entitled to vote shall so request in
writing.

  SECTION 3. Place of Meetings. Annual meetings of the shareholders
shall be held at such place, within or without the State of New York,
as may be fixed by the Board of Directors by resolution, or, if not so
fixed, at the principal office of the corporation in the County of New
York. Except as otherwise provided by statute, special meetings of the
shareholders shall be held at such place, within or without the State
of New York, as shall be specified in the respective notices or waivers
of notice thereof.

  SECTION 4. Notice of Meetings. Except as otherwise provided by
statute, notice of each meeting of the shareholders, whether annual or
special, shall be in writing and signed by the President or a Vice-
President or the Secretary or an Assistant Secretary and shall state
the place, date and hour thereof. Such notice in the case of a special
meeting shall also state the purpose or purposes for which the meeting
is called and shall indicate that it is being issued by or at the
direction of the person or persons calling the meeting. A copy of the
notice of every annual and special meeting of shareholders shall be
served, either personally or by mail, upon each shareholder of record
entitled to vote thereat and upon any shareholder who, by reason of any
action proposed at such meeting, would be entitled to have his stock
appraised if such action were taken, not less than ten (10) nor more
than fifty (50) days before the meeting. If mailed, such notice shall
be deposited in the United States Mail, with postage thereon prepaid,
directed to the

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shareholder at his address as it appears on the record of shareholders,
or, if he shall have filed with the Secretary of the corporation a
written request that notices to him be mailed to some other address,
then directed to him at such other address. If at any meeting, annual
or special, action is proposed to be taken which would, if taken,
entitle shareholders fulfilling the requirements of law to receive
payment for their shares, the notice of the meeting shall include a
statement of that purpose and to that effect. Nevertheless, notice of
any meeting need not be given to any shareholder who in person or by
attorney thereunto duly authorized, shall waive notice of such meeting,
in writing or by telegraph, either before or after such meeting. The
attendance of any shareholder at a meeting, in person, or by proxy,
without protesting prior to the conclusion of the meeting the lack of
notice of such meeting, shall constitute a waiver of notice by him.
Notice of any adjourned meeting of shareholders need not be given if
the time and place of such adjourned meeting are announced at the
meeting at which the adjournment is taken, unless the Board of
Directors fixes a new record date for the adjourned meeting.

  SECTION 5. Quorum. Except as otherwise provided by law, at all
meetings of shareholders there shall be present, in person or by proxy,
shareholders of record of a majority of the shares entitled to vote at
such meetings in order to constitute a quorum, but less than a quorum
shall have the power to adjourn any meeting. If no shareholder entitled
to vote is present in person or by proxy, any officer entitled to
preside or act as secretary of such meeting may adjourn the meeting
from time to time for a period not exceeding twenty (20) days in any
one case. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been
transacted at the meeting as originally called if a quorum had been
there present. When a quorum is once present to organize a meeting, it
is not broken by the subsequent withdrawal of any shareholders.

  SECTION 6. Inspectors of Voting. The Board of Directors, in advance
of any shareholders' meeting, may appoint one or more inspectors to act
at the meeting or any adjournment thereof. If inspectors are not so
appointed, the person presiding at a shareholders' meeting may, and on
the request of any shareholder entitled to vote thereat shall, appoint
one or more inspectors. In case any person appointed fails to appear or
act, the vacancy may be filled by appointment made by the Board of
Directors in advance of the meeting or at the meeting by the person
presiding thereat. Inspectors, none of whom shall be an officer,
director or a candidate for the office of director, shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall determine and report to the meeting as to
the results of all voting (by ballot or otherwise) on all matters
submitted to a vote at the meeting. Each inspector, before entering
upon the discharge of his 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 his ability.

  SECTION 7. Voting. At each meeting of shareholders every shareholder
of record of stock entitled to vote shall be entitled to one vote for
every share of such stock

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outstanding in his name on the record of shareholders and all
questions, except as otherwise provided by statute, or by the
Certificate of Incorporation of this corporation, or by these By-Laws,
shall be determined by a majority of the votes so cast. Persons holding
stock in a fiduciary capacity shall be entitled to vote the shares so
held. Any shareholder entitled to vote may vote by proxy, provided that
the instrument authorizing such proxy to act shall have been executed
in writing by the shareholder or by his duly authorized attorney. No
proxy shall be valid after the expiration of eleven (11) months from
the date of its execution unless otherwise provided in the proxy. Such
instrument shall be exhibited to the Secretary and the Inspectors of
Voting at the meeting and shall be filed with the records of the
corporation.

  SECTION 8. List of Shareholders. A list of shareholders as of the
record date, certified by the corporate officer responsible for its
preparation or by a transfer agent, shall be produced at any meeting of
shareholders upon the request thereat or prior thereto of any
shareholder. If the right to vote at any meeting is challenged, the
inspectors of voting, or person presiding thereat, shall require such
list of shareholders to be produced as evidence of the right of the
persons challenged to vote at such meeting, and all persons who appear
from such list to be shareholders entitled to vote thereat may vote at
such meeting.

                              ARTICLE II

                          BOARD OF DIRECTORS

  SECTION 1. General Power and Qualifications. Except as otherwise
provided by law or by the Certificate of Incorporation or any amendment
thereto, the business of the corporation shall be managed by the Board
of Directors, which may adopt such rules and regulations for that
purpose and for the conduct of its meetings as it may deem proper. The
Board of Directors may have one or more offices and keep the books,
records and minutes of the corporation, except such records as are
required to be kept in the State of New York, at such places as it may
from time to time determine. Any of such records may be in written form
or in any other form capable of being converted into written form
within a reasonable time. In addition to the powers and authority
expressly conferred upon it by these By-Laws, the Board of Directors
may exercise all such powers of the corporation and do all such lawful
acts and things as are allowed by the Certificate of Incorporation or
by law. Each director shall be at least twenty-one years of age;
directors may but need not be shareholders.

  SECTION 2. Number and Term of Office. The number of directors shall
be not less than seven nor more than twenty-one, and shall be
determined annually by the shareholders at the annual meeting of
shareholders. The directors shall be elected by a plurality of the
votes cast at the annual meeting of shareholders in each year to hold
office until the next annual meeting and until their successors shall
have been elected and qualified, except in the event of death,
resignation, removal or the earlier termination of their respective
terms of office.

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  SECTION 3. Notices, Time and Place of Meetings. The annual meeting of
the Board of Directors shall be held promptly after the annual meeting
of shareholders, at the place where such annual meeting of shareholders
was held, or at such other place, within or without the State of New
York, as the Board of Directors may fix by resolution. Regular meetings
of the Board of Directors shall be held on the second Thursday of
March, September and December, or on such other date as the Board of
Directors may fix by resolution, at such time and place as shall be
designated in the notice or waiver of notice thereof. If the day
hereinabove determined for any such meeting falls on a legal holiday,
such regular meeting shall be held on the next regular business day.

  Special meetings of the Board of Directors may be called by the
President or a Vice-President or by any two directors. Notices of such
meetings shall be given as hereinafter provided in this Section 3 of
Article II and shall be held at such place, within or without the State
of New York, as may be specified in the respective notices or waivers
of notice thereof.

  Notice of the time, place and purpose of each meeting of the Board of
Directors shall be mailed to each director, addressed to him at his
residence or usual place of business at least two (2) days before the
day on which the meeting is to be held, or shall be given to him at
such place by telegraph or telephone, or delivered personally not later
than the day before the day on which the meeting is to be held. Notice
of any meeting need not be given to any director if waived by him in
writing or by telegraph either before or after such meeting. At any
meeting at which every member of the Board of Directors shall be
present, though held without notice, any business may be transacted
which might have been transacted if the meeting had been duly called.

  SECTION 4. Quorum and Manner of Acting. One-third of the entire Board
of Directors shall constitute a quorum for the transaction of business
and, except as otherwise provided by law, by the Certificate of
Incorporation or these By-Laws, the act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of
the Board of Directors. In the absence of a quorum, a majority of the
directors present at the time and place of any meeting may adjourn the
meeting from time to time until a quorum be present, and notice of any
adjourned meeting need not be given.

  SECTION 5. Removal of Directors. Any director may be removed from
office, either with or without cause, at any time by vote of the
holders of a majority of the outstanding shares of stock, given at any
special meeting of the shareholders called for the purpose. Any vacancy
so created may be filled by a plurality of the votes of the
shareholders given at such meeting. In case any vacancy so created
shall not be so filled by the shareholders at such meeting, such
vacancy may be filled by the directors as provided in Section 6 of this
Article II.

  SECTION 6. Vacancies. Vacancies in the Board of Directors resulting
from an increase in the number of directors and vacancies occurring in
the Board of Directors for any reason may be filled by vote of a
majority of the directors then in office, although less than a quorum
exists, at any special meeting called for that purpose or at any
regular

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meeting of the Board of Directors. A director elected to fill a vacancy
shall be elected to hold office for the unexpired term of his
predecessor.

  SECTION 7. Executive Committee. The Board of Directors, by resolution
passed by a majority of the entire Board of Directors, may designate
from among its members an executive committee consisting of not less
than three directors nor more than eight directors, of whom the
President shall be one, which, to the extent provided in said
resolution or resolutions, or in these By-Laws, may exercise, during
the interval between meetings of the Board of Directors, all the
authority of the Board of Directors except that such committee shall
not have authority as to (1) the submission to shareholders of any
action that needs shareholders' authorization or approval under law,
(2) the filling of vacancies in the Board of Directors or in such
committee, (3) the fixing of compensation of the directors for serving
on the Board of Directors or on such committee, (4) the amendment or
repeal of the By-Laws, or the adoption of new by-laws, or (5) the
amendment or repeal of any resolution of the Board of Directors which
by its terms shall not be so amendable or repealable. The Board of
Directors may designate one or more directors as alternate members of
such committee. Such committee and the members thereof shall serve at
the pleasure of the Board of Directors. At all meetings of the
executive committee the presence of members constituting a majority of
the membership of the entire executive committee shall be necessary and
sufficient to constitute a quorum for the transaction of business, and
the act of a majority of the members present at any meeting at which a
quorum is present shall be the act of such committee. Such committee
may adopt its own rules of procedure, may meet at stated times or on
such notice as such committee may determine, and shall keep regular
minutes of its proceedings and report the same to the Board of
Directors when required.

  SECTION 8. Action Without a Meeting. Unless otherwise provided by the
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 the
committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and written consents thereto by
the members of the Board of Directors or committee shall be filed with
the minutes of the proceedings of the Board of Directors or the
committee.

  SECTION 9. Telephonic Meetings. 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 at the same
time, and participation by such means shall constitute presence in
person at such meeting.

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                              ARTICLE III

                               OFFICERS

  SECTION 1. Number. The officers of the corporation shall be a
President, one or more Senior Vice-Presidents, one or more Vice-
Presidents, a Secretary, a Treasurer and a Comptroller and such other
officers as may be appointed in accordance with the provisions of
Section 3 of this Article III. Any two or more offices may be held by
the same person except the offices of President and Secretary.

  SECTION 2. Election, Term of Office and Qualifications. Each officer,
except such officers as may be appointed in accordance with the
provisions of Section 3 of this Article III, shall be elected or
appointed by the Board of Directors at its annual meeting, but in the
event of the failure of the Board of Directors so to elect any officer,
such officer may be elected at any subsequent meeting of the Board.
Each officer shall hold office until the annual meeting of the Board of
Directors next after his election and until his successor has been duly
elected or appointed and qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.
The President shall be and remain a director, but no other officer need
be a director.

  SECTION 3. Subordinate Officers and Agents. The Board of Directors
from time to time may appoint other officers or agents, including one
or more additional Vice-Presidents, one or more Assistant Vice-
Presidents, one or more Assistant Treasurers, one or more Assistant
Secretaries, one or more Assistant Comptrollers, one or more Cashiers
and one or more Assistant Cashiers, each of whom shall hold office for
such period, have such authority and perform such duties as the Board
of Directors from time to time may determine. The Treasurer shall have
power to appoint one or more Cashiers and one or more Assistant
Cashiers, each of whom shall hold office for such period, have such
authority and perform such duties as the Treasurer from time to time
may determine subject to the provisions of these By-Laws. The Board of
Directors may delegate to any officer or agent the power to appoint any
subordinate officer or agent and to prescribe his respective authority
and duties.

  SECTION 4. Removal. The officers specifically designated in Section I
of this Article III may be removed, either with or without cause, by
the vote of a majority of the entire Board of Directors at a special
meeting of the Board of Directors called for the purpose. The officers
appointed in accordance with the provisions of Section 3 of this
Article III may be removed, either with or without cause, by the Board
of Directors, by a majority vote of the directors present at any
meeting, or by any officer or agent upon whom such power of removal may
be conferred by the Board of Directors.

  SECTION 5. Vacancies. A vacancy in any office because of death,
resignation, removal or disqualification, or any other cause, may be
filled for the unexpired portion of the term in the manner prescribed
by these By-Laws for regular appointments or elections to such offices.


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  SECTION 6. President. The President shall be the chief executive
officer of the corporation and, subject to the instructions of the
Board of Directors, shall have general charge of the business, affairs
and property of the corporation and control over its other officers,
agents and employees. He shall preside at all meetings of the
shareholders and of the Board of Directors at which he may be present.
The President shall do and perform such other duties as from time to
time may be assigned to him by the Board of Directors.

  SECTION 7. Senior Vice-Presidents and Vice-Presidents. The Senior
Vice-Presidents and Vice-Presidents shall perform such duties,
including those of the President, as may be assigned them by the
President or Board of Directors from time to time, and, during absence
or disability of the President, his full powers shall devolve upon such
Senior Vice-President or Vice-President as the President may designate
(or in the absence of such designation, as the Board of Directors may
designate).

  SECTION 8. Secretary. The Secretary shall keep the minutes of the
meetings of shareholders and the Board of Directors and shall see that
all notices are duly given in accordance with the provisions of these
By-Laws or as required by law. He shall be custodian of the records,
books, reports, statements, certificates and other documents of the
corporation and of the seal of the corporation, and see that the seal
is affixed to all stock certificates prior to their issuance and to all
documents requiring such seal. In general, he shall perform all duties
and possess all authority incident to the office of Secretary, and he
shall perform such other duties and have such other authority as from
time to time may be assigned to him by the Board of Directors.

  SECTION 9. Assistant Secretary. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries, shall, in the absence of
the Secretary, perform all the duties of that officer and at all times
shall perform such duties as may be assigned to him or to them by the
President or Secretary.

  SECTION 10. Treasurer. The Treasurer shall have supervision over the
funds, securities, receipts and disbursements of the corporation. He
shall in general perform all duties and have authority incident to the
office of Treasurer and shall perform such other duties and have such
other authority as from time to time may be assigned or granted to him
by the Board of Directors. He may be required to give a bond for the
faithful performance of his duties in such form and amount as the Board
of Directors may determine.

  SECTION 11. Assistant Treasurer. The Assistant Treasurer, or if there
be more than one, the Assistant Treasurers, shall, in the absence of
the Treasurer, perform all the duties of that officer and at all times
shall perform such duties as may be assigned to him or to them by the
President or Treasurer. Each Assistant Treasurer may be required to
give a bond for the faithful performance of his duties in such form and
amount as the Board of Directors may determine.


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  SECTION 12. Comptroller. The Comptroller shall have custody and
charge of all books of account, except those required by the Secretary
or the Treasurer in keeping record of the work of their offices, and
shall have supervision over such subsidiary accounting records as may
be kept in departmental offices. He shall have access to all books of
account, including the Treasurer's records and the stock books, for
purposes of audit and for obtaining information necessary to verify or
complete the records of his office. The Comptroller or his duly
authorized representative shall certify to the authorizations and
approvals pertaining to all vouchers, and, unless the office of
Comptroller shall be vacant, no payments shall be made by the Treasurer
except on vouchers bearing the written approval of the Comptroller or
other accounting officer designated by him with the approval of the
President or a Vice-President. The Comptroller shall perform such other
duties as may be required by the Board of Directors or the President.

  SECTION 13. Assistant Comptroller. The Assistant Comptroller, or if
there be more than one, the Assistant Comptrollers, shall, in the
absence of the Comptroller, perform all the duties of that officer and
at all times shall perform such duties as may be assigned to him or to
them by the President or Comptroller.

                              ARTICLE IV

           CONTRACTS, LOANS, DEPOSITS, CHECKS, DRAFTS, ETC.

  SECTION 1. Contracts. Except as otherwise provided in these By-Laws,
the Board of Directors may authorize any officer or officers, agent or
agents to enter into any contract or to execute or deliver any
instrument on behalf of the corporation, and such authority may be
general or confined to specific instances.

  SECTION 2. Loans. No loans shall be contracted on behalf of the
corporation and no negotiable papers shall be issued in its name,
unless and except as authorized by the Board of Directors. Any officer
or agent of the corporation thereunto so authorized may effect loans or
advances for the corporation and for such loans and advances may make,
execute and deliver promissory notes, bonds or other evidences of
indebtedness of the corporation. When authorized as aforesaid, such
officer may pledge, hypothecate or transfer as security for the payment
of any and all loans, advances, indebtedness and liabilities of the
corporation any and all stocks, bonds, other securities and other
personal property at any time held by the corporation, and to that end
may endorse, assign and deliver the same, and do every act and thing
necessary or proper in connection therewith. Such authority may be
general or confined to specific instances.

  SECTION 3. Deposits. All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks or
trust companies or with such bankers or other depositaries as the Board
of Directors may select, or as may be selected by any officer or
officers, agent or agents of the corporation to whom such power may
from time to time be delegated by the Board of Directors.


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  SECTION 4. Checks. Checks drawn on the funds of the corporation shall
be paid out only when signed by one of the following: viz:-Treasurer,
Assistant Treasurer, Cashier, or Assistant Cashier.

  The Treasurer, Assistant Treasurer, Cashier or Assistant Cashier
shall have power to endorse checks, drafts, warrants and notes for
deposit to the credit of the corporation and to give receipts on behalf
of the corporation.

  All notes or other evidences of indebtedness shall be signed by the
President or a Vice-President, and by any one of the following:
Secretary, Assistant Secretary, Treasurer or Assistant Treasurer, or in
such other manner as the Board of Directors from time to time may
determine.

  SECTION 5. Proxies. Any shares of stock in any other corporation
which may from time to time be held by this corporation may be
represented and voted at any meeting of shareholders of such
corporation by any person or persons thereunto authorized by the Board
of Directors or, if no one be so authorized, by the President or a
Vice-President or by any proxy appointed in writing by the President or
any Vice-President.

                               ARTICLE V

                  SHARES OF STOCK AND THEIR TRANSFER

  SECTION 1. Certificate of Stock. Certificates for shares of stock of
the corporation shall be in such form as shall be approved by the Board
of Directors. They shall be signed by the President or a Vice-President
and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer and sealed with the seal of the corporation. Such
seal may be facsimile, engraved or printed. If any such certificate is
signed by a transfer agent or a transfer clerk and by a registrar, the
signature of any such President, Vice-President, Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer and the seal of the
corporation upon certificate may be facsimile, engraved or printed.

  SECTION 2. Transfers of Stock. A stock record shall be kept
containing the names, alphabetically arranged, of all persons who are
shareholders of the corporation, showing their places of residence, the
number of shares of stock held by them, respectively, the time when
they respectively became the owners thereof and the amount paid
thereon. Subject to the provisions of the Certificate of Incorporation,
transfers of the shares of stock of the corporation shall be made on
the books of the corporation by the holder thereof or by his attorney
thereunto duly authorized by a power of attorney duly executed and
filed with the Secretary, or with the transfer agent, if any, for such
stock, and on surrender of the certificate or certificates for such
shares properly endorsed. The corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder and
owner thereof and shall not be bound to recognize any legal, equitable
or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by the laws of the
State of New York.


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  SECTION 3. Lost or Destroyed Certificates. The holder of any stock of
the corporation shall immediately notify the corporation of any loss,
destruction, theft or mutilation of the certificate thereof and the
corporation with the approval of the Board of Directors may issue a new
certificate of stock in the place of such certificate theretofore
issued by it alleged to have been lost, destroyed, stolen or mutilated.
The Board of Directors in its discretion may require the owner of the
certificate alleged to have been lost, destroyed, stolen or mutilated,
or his legal representatives, to give the corporation and its transfer
agent and its registrar of transfers if any, before the issuance of
such new certificate, a bond of indemnity in such sum and in such form
and with such surety or sureties as the Board of Directors may direct.

  SECTION 4. Regulations. The Board of Directors may make such rules
and regulations as it may deem expedient concerning the issuance and
transfer of certificates for shares of stock of the corporation and may
appoint transfer agents or registrars, or both, and may require all
certificates of stock to bear the signature of either or both.

  SECTION 5. Fixing of Record Date. The Board of Directors may at any
time fix a record date not more than fifty (50) nor less than ten (10)
days prior to (a) the date of any meeting of shareholders or (b) the
last day on which shareholders are entitled to express consent to or
dissent from any proposal without a meeting, as the date as of which
shareholders entitled to notice of or to vote at such a meeting, or
whose consent or dissent is required or may be expressed, for any
purpose, as the case may be, shall be determined, and, except as
otherwise provided by law, all persons who were the holders of record
of voting shares at such date and no others shall be entitled to notice
of and to vote at such meeting or to express their consent or dissent,
as the case may be. The Board of Directors may at any time fix a record
date not exceeding fifty (50) days prior to the date fixed for the
payment of any dividend or the making of any distribution or for the
delivery or allotment of evidences of rights or evidences of interest
arising out of any change, conversion, or exchange of capital shares,
as the date for the determination of the shareholders entitled to
receive any such dividend, distribution, rights or interest, and in any
such case only shareholders of record at the date so fixed shall be
entitled to receive such dividend, distribution, rights or interest.

                              ARTICLE VI

                             MISCELLANEOUS

  SECTION 1. Corporate Seal. The corporate seal shall be in such form
as shall be approved from time to time by the Board of Directors.

  SECTION 2. Fiscal Year. The fiscal year of the corporation shall end
on the 31st day of December in each year.


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                              ARTICLE VII

                              AMENDMENTS

  SECTION 1. By the Shareholders. These By-Laws may be amended, added
to, altered or repealed, or new by-laws may be adopted, at any meeting
of shareholders of the corporation by the affirmative vote of the
holders of a majority of the shares entitled to vote in the election of
directors present and voting at such meeting, provided, in the case of
a special meeting, notice that an amendment is to be considered and
acted upon is inserted in the notice or waiver of notice of said
meeting.

  SECTION 2. By the Directors. Except as otherwise provided by law or
these By-Laws, these By-Laws may be amended, added to, altered or
repealed, or new by-laws may be adopted, at any meeting of the Board of
Directors at which a quorum is present, by the affirmative vote of a
majority of the directors then in office, but any by-law adopted by the
Board of Directors may be amended or repealed by the shareholders
entitled to vote thereon. If any by-law regulating an impending
election of directors is adopted, amended or repealed by the Board of
Directors, there shall be set forth in the notice of the next meeting
of shareholders for the election of directors the by-law so adopted,
amended or repealed, together with a concise statement of the changes
made.

                             ARTICLE VIII

                            INDEMNIFICATION

  To the full extent authorized by law, the corporation shall and
hereby does indemnify any person who shall at any time be made, or
threatened to be made, a party in any civil or criminal action or
proceeding by reason of the fact that he, his testator or his intestate
is or was a director or officer of the corporation or served another
corporation in any capacity at the request of the corporation.