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                        AMENDED AND RESTATED
                              BY-LAWS
                                OF
                    HUSSMANN INTERNATIONAL, INC.
                          (July 15, 1999)

        Incorporated under the Laws of the State of Delaware


                             ARTICLE I

                        OFFICES AND RECORDS

     Section 1.1 Delaware Office

     The principal office of Hussmann International, Inc. (the
"Corporation") in the State of Delaware shall be located in the City of
Wilmington, County of New Castle, and the name and address of its
registered agent is The Corporation Trust Company, 1209 Orange Street,
Wilmington, Delaware.

     Section 1.2 Other Offices

     The Corporation may have such other offices, either within or
without the State of Delaware, as the Board of Directors may from time
to time designate or as the business of the Corporation may from time to
time require.

     Section 1.3 Books and Records

     The books and records of the Corporation may be kept outside the
State of Delaware at such place or places as may from time to time be
designated by the Board of Directors.


                             ARTICLE II

                            STOCKHOLDERS

     Section 2.1 Annual Meeting

     The annual meeting of stockholders of the Corporation shall be
held at such place, either within or without the State of Delaware, and
at such time and date as the Board of Directors, by resolution, shall
determine for the purpose of electing directors and for the transaction
of such other business as may be properly brought before the meeting.

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     Section 2.2 Special Meeting

     Subject to the rights of the holders of any Preferred Stock (as
defined in the Certificate of Incorporation of the Corporation) to elect
additional directors under specific circumstances, if any, specified in
the provisions of the Certificate of Incorporation applicable thereto,
special meetings of the stockholders may be called only by the Board of
Directors pursuant to a resolution adopted by a majority of the total
number of directors which the Corporation would have if there were no
vacancies (the "Whole Board").

     Section 2.3 Place of Meeting

     The Board of Directors may designate the place of meeting for any
meeting of the stockholders.  If no designation is made by the Board,
the place of meeting shall be the principal office of the Corporation.

     Section 2.4 Notice of Meeting

     Written or printed notice, stating the place, day and hour of a
meeting and the purpose or purposes for which the meeting is called,
shall be prepared and delivered by the Corporation not less than ten
days nor more than sixty days before the date of the meeting, either
personally or by mail, to each stockholder of record entitled to vote at
such meeting.  If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail with postage thereon prepaid,
addressed to the stockholder at such stockholder's address as it appears
on the stock transfer books of the Corporation.  Only such business
shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting pursuant to the Corporation's notice of
meeting.  Any previously scheduled meeting of the stockholders may be
postponed or canceled by resolution of the Board of Directors upon
public notice given prior to the time previously scheduled for such
meeting of stockholders.

     Section 2.5 Quorum and Adjournment

     Except as otherwise provided by law or by the Certificate of
Incorporation, the holders of a majority of the voting power of the
outstanding shares of the Corporation entitled to vote generally in the
election of directors (the "Voting Stock"), represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders, except
that when specified business is to be voted on by a class or series
voting as a class, the holders of a majority of the voting power of the
shares of such class or series shall constitute a quorum for the
transaction of such business. The chairman of the meeting or a
majority of the shares of Voting Stock so represented may adjourn the
meeting from time to time, whether or not there is such a quorum (or, in
the case of specified business to be voted on by a class or series, the
chairman or a majority of the shares of such class or series so
represented may adjourn the meeting with respect to such specified

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business).  Notice need not be given of any such adjourned meeting if
the date, time and place thereof are announced at the meeting at which
the adjournment is taken. At the adjourned meeting any business may be
transacted which might have been transacted at the original meeting.  If
the adjournment is for more than 30 days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record entitled
to vote at the adjourned meeting in accordance with Section 2.4 of these
By-Laws.  The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

     Section 2.6 Voting and Proxies

     (A) Voting Rights of other Corporations.  Voting Stock standing in
the name of another corporation and entitled to vote may be voted by
such officer, agent or proxy as the By-Laws or other internal
regulations of such other corporation may prescribe or, in the absence
of such provision, as the Board of Directors or comparable body of such
other corporation may determine.

     (B) Voting Rights of Fiduciaries.  Voting Stock standing in the
name of a deceased person, a minor, an incompetent or a debtor in a case
under Title 11, United States Code, and entitled to vote may be voted by
an administrator, executor, guardian, conservator, debtor-in-possession
or trustee, as the case may be, either in person or by proxy, without
transfer of such shares into the name of the official or other person so
voting.

     (C) Voting Rights of Pledgors.  A stockholder whose Voting Stock
is pledged shall be entitled to vote such stock unless on the transfer
records of the Corporation the pledgor has expressly empowered the
pledgee to vote such shares, in which case only the pledgee, or such
pledgee's proxy, may represent such shares and vote thereon.

     (D) Voting Rights of Joint Owners.  If Voting Stock is held of
record in the names of two or more persons, whether fiduciaries, members
of a partnership, joint tenants, tenants in common, tenants by the
entirety or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the
instrument or order appointing them or creating the relationship wherein
it is so provided, their acts with respect to voting shall have the
following effect: (i) if only one votes, such act binds all; (ii) if
more than one votes, the act of the majority so voting binds all; and
(iii) if more than one votes, but the vote is evenly split on any
particular matter, each faction may vote such Voting Stock
proportionally, or any person voting the shares, or a beneficiary, if
any, may apply to the Court of Chancery of the State of Delaware or such
other court as may have jurisdiction to appoint an additional person to
act with the persons so voting such Voting Stock, which shall then be
voted as determined by a majority of such persons and the person
appointed by the Court.  If the instrument so filed shows that any such
tenancy is

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held in unequal interests, a majority or even split for the purpose of
this subsection shall be a majority or even split in interest.

     (E) The Corporation's Rights Respecting the Voting Stock.  Voting
Stock belonging to the Corporation, or to another corporation a majority
of the shares entitled to vote in the election of directors of such
other corporation of which are held by the Corporation, shall not be
voted at any meeting of stockholders and shall not be counted in the
total number of outstanding shares for the purpose of determining
whether a quorum is present.  Nothing in this Section 2.6 shall limit
the right of the Corporation to vote shares of Voting Stock held by it
in a fiduciary capacity.

     (F) Proxies.  At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or as may be
permitted by law, or by such stockholder's duly authorized
attorney-in-fact.  Such proxy must be filed with the Secretary of the
Corporation or such stockholder's representative at or before the time
of the meeting.  No such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power.  A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and
voting in person or by filing with the Secretary an instrument in
writing revoking the proxy or another duly executed proxy bearing a
later date.

     Section 2.7 Notice of Stockholder Business and Nominations

     (A) Annual Meetings of Stockholders.  (1) Nominations of persons
for election to the Board of Directors of the Corporation and the
proposal of business to be considered by the stockholders may be made at
an annual meeting of stockholders (a) pursuant to the Corporation's
notice of meeting delivered pursuant to Section 2.4 of these By-Laws,
(b) by or at the direction of the Board of Directors or (c) by any
stockholder of the Corporation who is entitled to vote at the meeting,
who complied with the notice procedures set forth in clauses (2) and (3)
of this paragraph (A) of this By-Law and who was a stockholder of record
at the time such notice was delivered to the Secretary of the
Corporation.

     (2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of
paragraph (A)(1) of this By-Law, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation and such
other business must otherwise be a proper matter for stockholder action.
To be timely, a stockholder's notice shall be delivered to the Secretary
at the principal office of the Corporation not earlier than the close of
business on the 120th calendar day nor later than the close of business
on the 90th calendar day prior to the date of the first anniversary of
the preceding year's annual meeting; provided, however, that in the
event that the date of an annual meeting is more than 30 calendar days
before or more than 60 calendar days after the date of the first
anniversary of the preceding year's annual meeting, notice by the
stockholder to be timely must be so delivered not earlier than the close
of business on the 120th calendar day prior to such annual meeting and
not later than

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the close of business on the later of (i) the 90th calendar day prior to
such annual meeting and (ii) the 10th calendar day after the day on
which public announcement of the date of such annual meeting is first
made by the Corporation.  For the purpose of determining whether a
stockholder's notice shall have been delivered in a timely manner for
the 1999 annual meeting, the date of the first anniversary of the
preceding year's meeting shall be deemed to be May 7, 1999.  In no event
shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice as
described above.  Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or
reelection as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder, including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if
elected; (b) as to any other business that the stockholder proposes to
bring before the meeting, a brief description of the business desired to
be brought before the meeting, the reasons for conducting such business
at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the
proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal
is made (i) the name and address of such stockholder, as they appear on
the Corporation's stock transfer books, and of such beneficial owner and
(ii) the class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial
owner.

     (3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this By-Law to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement by the Corporation naming
all of the nominees for director or specifying the size of the increased
Board of Directors made by the Corporation at least 100 calendar days
prior to the date of the first anniversary of the preceding year's
annual meeting, a stockholder's notice required by this By-Law shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the
Secretary at the principal office of the Corporation not later than the
close of business on the 10th calendar day after the day on which such
public announcement is first made by the Corporation.  For the purpose
of determining whether a stockholder's notice shall have been delivered
in a timely manner for the 1999 annual meeting, the first anniversary of
the preceding year's meeting shall be deemed to be May 7, 1999.

     (B) Special Meetings of Stockholders.  Only such business shall be
conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of
meeting pursuant to Section 2.4 of these By-Laws.  Nominations of
persons for election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected pursuant to
the Corporation's notice of meeting (1) by or at the direction of the
Board or (2) by any stockholder of the Corporation who is entitled to
vote at the meeting, who complies with the notice procedures set forth
in this By-Law and who is a

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stockholder of record at the time such notice is delivered to the
Secretary of the Corporation.  Nominations by stockholders of persons
for election to such positions on the Board as are specified in the
Corporation's notice of meeting may be made at such a special meeting of
stockholders if the stockholder's notice as required by paragraph (A)(2)
of this By-Law shall be delivered to the Secretary at the principal
executive offices of the Corporation not earlier than the close of
business on the 120th calendar day prior to such special meeting and not
later than the close of business on the later of (i) the 90th calendar
day prior to such special meeting and (ii) the 10th calendar day after
the day on which public announcement is first made of the date of such
special meeting and of the nominees proposed by the Board of Directors
to be elected at such meeting.  In no event shall the public
announcement of an adjournment of a special meeting commence a new time
period for the giving of a stockholder's notice as described above.

     (C) General. (1) Only persons who are nominated in accordance with
the procedures set forth in this By-Law shall be eligible to serve as
directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance
with the procedures set forth in this By-Law.  Except as otherwise
provided by law, the Certificate of Incorporation or these By-Laws, the
chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the
meeting was made or proposed in accordance with the procedures set forth
in this By-Law and, if any proposed nomination or business is not in
compliance with this By-Law, to declare that such defective proposal or
nomination shall be disregarded.

     (2) For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

     (3) Notwithstanding the foregoing provisions of this By-Law, a
stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this By-Law.  Nothing in this By-Law shall be
deemed to affect any rights of (i) stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8
under the Exchange Act or (ii) the holders of any Preferred Stock to
elect directors under specific circumstances, if any, specified in the
provisions of the Certificate of Incorporation applicable thereto.

     Section 2.8 Stockholder Vote Required

     Election of directors at all meetings of the stockholders at which
directors are to be elected shall be by written ballot.  Subject to the
rights of the holders of any series of Preferred Stock to elect
additional directors under specific circumstances, if any, specified in
the provisions of the Certificate of Incorporation applicable thereto,
directors shall be elected by a plurality of the votes of the shares of
Voting Stock present in person or represented by proxy at the meeting
and entitled to vote on the election of directors.  Except as otherwise
provided by law, the Certificate of Incorporation or these By-Laws, in
all matters other than the election of directors,

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the affirmative vote of the majority of the shares of Voting Stock
present in person or represented by proxy at the meeting and entitled to
vote on the subject matter shall be the act of the stockholders.

     Section 2.9 Inspectors of Elections; Opening and Closing the Polls

     (A) Inspectors of Election.  The Board of Directors by resolution
shall appoint one or more inspectors, which inspector or inspectors may
include individuals who serve the Corporation in other capacities,
including, without limitation, as officers, employees, agents or
representatives of the Corporation, to act at a meeting of stockholders
and make a written report thereof.  One or more persons may be
designated as alternate inspectors to replace any inspector who fails to
act.  If no inspector or alternate has been appointed to act, or if all
inspectors or alternates who have been appointed are unable to act at a
meeting of stockholders, the chairman of the meeting shall appoint one
or more inspectors to act at the meeting.  Each inspector, before
discharging his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according
to the best of his or her ability.

     (B) Duties.  The inspectors shall (i) ascertain the number of
shares of Voting Stock outstanding and the voting power of each,
(ii) determine the number of shares of Voting Stock present in person or
by proxy at such meeting and the validity of proxies and ballots,
(iii) count all votes and ballots, (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made to
any determination by the inspectors and (v) certify their determination
of the number of such shares present in person or by proxy at such
meeting and their count of all votes and ballots.  The inspectors may
appoint or retain other persons or entities to assist them in the
performance of their duties.

     (C) Opening and Closing the Polls.  The chairman or secretary of
the meeting shall announce at the meeting the date and time of the
opening and the closing of the polls for each matter upon which the
stockholders will vote at a meeting.  No ballots, proxies or votes, nor
any revocations thereof or changes thereto, shall be accepted by the
inspectors after the closing of the polls unless the Court of Chancery
of the State of Delaware upon application by any stockholder shall
determine otherwise.

     Section 2.10 Fixing Date of Determination of Stockholders of
Record

     (A) Fixing the Record Date.  In order that the Corporation may
determine the stockholders entitled (i) to notice of or to vote at any
meeting of stockholders or any adjournment thereof, (ii) to receive
payment of any dividend or other distribution or allotment of any
rights, (iii) to exercise any rights in respect of any change,
conversion or exchange of stock or (iv) to take, receive or participate
in any other action, the Board of Directors may fix a record date, which
shall not be earlier than the date upon which the resolution fixing the
record date is adopted by the Board and which (1) in the case of a
determination of stockholders entitled to notice of or to vote at any
meeting of stockholders or adjournment thereof, shall, unless

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otherwise required by law, be not more than 60 nor less than ten days
before the date of such meeting; and (2) in the case of any other
action, shall be not more than 60 days before such action.

     (B) If Record Date is Not Fixed.  If no record date is fixed,
(i) the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, and
(ii) the record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

     (C) Adjourned Meetings.  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, but the Board of Directors may
fix a new record date for the adjourned meeting.

     Section 2.11 List of Stockholders Entitled to Vote

     The Secretary shall prepare, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the
address and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of meeting, or, if not so
specified, at the place where the meeting is to be held.  The list shall
also be produced and kept at the time and place of the meeting during
the whole time thereof and may be inspected by any stockholder who is
present.  The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of
stockholders or the books of the Corporation, or to vote in person or by
proxy at any meeting of stockholders.

                            ARTICLE III

                         BOARD OF DIRECTORS

     Section 3.1 General Powers

     The business and affairs of the Corporation shall be managed by or
under the direction of its Board of Directors.  In addition to the
powers and authorities by these By-Laws expressly conferred upon them,
the Board may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by law or by the Certificate of
Incorporation or by these By-Laws required to be exercised or done by
the stockholders.

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     Section 3.2 Number, Tenure and Qualifications

     Subject to the rights of the holders of any series of Preferred
Stock to elect directors under specific circumstances, if any, specified
in the provisions of the Certificate of Incorporation applicable
thereto, the number of directors shall be fixed from time to time
exclusively pursuant to a resolution adopted by a majority of the Whole
Board but shall consist of not less than three directors.  The
directors, other than those who may be elected by the holders of any
series of Preferred Stock, or any other series or class of stock, shall
be divided, with respect to the time for which they severally hold
office, into three classes, as nearly equal in number as possible, with
the term of office of the first class to expire at the 1999 annual
meeting of stockholders, the term of office of the second class to
expire at the 2000 annual meeting of stockholders and the term of office
of the third class to expire at the 2001 annual meeting of stockholders.
Each director shall hold office until his or her successor shall have
been duly elected and qualified.  At each annual meeting of
stockholders, commencing with the 1999 annual meeting, (i) directors
elected to succeed those directors whose terms then expire shall be
elected for a term of office to expire at the third succeeding annual
meeting of stockholders after their election, with each director to hold
office until his or her successor shall have been duly elected and
qualified or until his or her earlier death, resignation or removal from
office, and (ii) if authorized by a resolution of the Board of
Directors, a director may be elected to fill any vacancy on the Board,
regardless of how such vacancy shall have been created.

     Section 3.3 Regular Meetings

     A regular meeting of the Board of Directors may be held without
other notice than this By-Law immediately after, and at the same place
as, each annual meeting of stockholders.  The Board may, by resolution,
provide the time and place for the holding of additional regular
meetings without other notice than such resolution.

     Section 3.4 Special Meetings

     Special meetings of the Board of Directors may be called by the
Chairman, the Secretary or a majority of the directors then in office.
The person or persons authorized to call special meetings of the Board
of Directors may fix the place and time of the meetings.

     Section 3.5 Notice

     Notice of each special meeting of the Board shall be given by the
Secretary.  Notice of each such meeting shall state the date, time and
place of the meeting, and shall be given to each director either
personally or delivered by telephone, facsimile, electronic mail,
telegraph, cable, or similar means, submitted for delivery at least
twenty-four hours before the time at which such meeting is to be held or
mailed by first-class mail, postage prepaid, addressed to the director
at his residence or usual place of business, at least five days before
the day on which such meeting is to be held.  Notice of each special
meeting of the Board shall be given or delivered to the

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director at his or her residence or usual place of business, unless such
notice is actually received by the director at another place, or the
director has specified another place for delivery of notice. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the Board need be specified in the notice of such meeting,
except for amendments to these By-Laws as provided under Article IX
hereof.  A meeting may be held at any time without notice if all the
directors are present or if those not present waive notice of the
meeting in writing, either before or after such meeting.

     Section 3.6 Quorum

     A whole number of directors equal to at least a majority of the
directors then in office shall constitute a quorum for the transaction
of business, but if at any meeting of the Board there shall be less than
a quorum present, a majority of the directors present may adjourn the
meeting from time to time without further notice.  The act of the
majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.  The directors
present at a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough directors to
leave less than a quorum.

     Section 3.7 Vacancies

     Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specific circumstances, if
any, specified in the provisions of the Certificate of Incorporation
applicable thereto, and unless the Board of Directors otherwise
determines, vacancies resulting from death, resignation, retirement,
disqualification, removal from office or other cause, and newly created
directorships resulting from any increase in the authorized number of
directors, may be filled only by the affirmative vote of a majority of
the remaining directors, though less than a quorum of the Board, and
each director so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the class
to which he or she has been elected expires and until his or her
successor has been duly elected and qualified or until his or her
earlier death, resignation or removal from office.  No decrease in the
number of authorized directors constituting the Whole Board shall
shorten the term of any incumbent director.

     Section 3.8 Executive and Other Committees

     The Board of Directors may, by resolution adopted by a majority of
the Whole Board, designate an Executive Committee to exercise, subject
to applicable provisions of law, all the powers of the Board in the
management of the business and affairs of the Corporation when the Board
is not in session, including without limitation the power to declare
dividends, to authorize the issuance of the Corporation's capital stock
and to adopt a certificate of ownership and merger pursuant to Section
253 of the General Corporation Law of the State of Delaware, and may, by
resolution similarly adopted, designate one or more other committees.
The Executive Committee

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and each such other committee shall consist of two or more directors of
the Corporation.  The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  Any such committee
may to the extent permitted by law exercise such powers and shall have
such responsibilities as shall be specified in the designating
resolution.  In the absence or disqualification of any member of such
committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not constituting a
quorum, may unanimously appoint another member of the Board to act at
the meeting in the place of any such absent or disqualified member.
Each committee shall keep written minutes of its proceedings and shall
report such proceedings to the Board when required.

     A majority of any committee may determine its action and fix the
time and place of its meetings, unless the Board shall otherwise
provide.  Notice of such meetings shall be given to each member of the
committee in the manner provided for in Section 3.5 of these By-Laws.
The Board shall have power at any time to fill vacancies in, to change
the membership of, or to dissolve any such committee.  Nothing herein
shall be deemed to prevent the Board from appointing one or more
committees consisting in whole or in part of persons who are not
directors of the Corporation; provided, however, that no such committee
shall have or may exercise any authority of the Board of Directors.

     Section 3.9 Removal

     Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specific circumstances, if
any, specified in the provisions of the Certificate of Incorporation
applicable thereto, any director, or the entire Board of Directors, may
be removed from office at any time, but only for cause and only by the
affirmative vote of the holders of at least 80 percent of the voting
power of the then outstanding Voting Stock, voting together as a single
class.

     Section 3.10 Telephonic Meetings

     Directors, or any committee of directors designated by the Board,
may participate in a meeting of the Board or such committee by means of
conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this Section 3.10 shall
constitute presence in person at such meeting.

     Section 3.11 Action by Consent of Directors

     Unless otherwise provided in the Certificate of Incorporation or
these By-Laws, any action required or permitted to be taken at any
meeting of the Board of Directors, or of any committee thereof, may be
taken without a meeting if all members of the Board or such

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committee, as the case may be, consent thereto in writing (which may be
in counterparts), and the written consent or consents are filed with the
minutes of proceedings of the Board or such committee.

     Section 3.12 Reliance upon Records

     Every director, and every member of any committee of the Board of
Directors, shall, in the performance of his or her duties, be fully
protected in relying in good faith upon the records of the Corporation
and upon such information, opinions, reports or statements presented to
the Corporation by any of its officers or employees, or committees of
the Board, or by any other person as to matters the director or member
reasonably believes are within such other person's professional or
expert competence and who has been selected with reasonable care by or
on behalf of the Corporation, including, but not limited to, such
records, information, opinions, reports or statements as to the value
and amount of the assets, liabilities and/or net profits of the
Corporation, or any other facts pertinent to the existence and amount of
surplus or other funds from which dividends might properly be declared
and paid, or with which the Corporation's capital stock might properly
be purchased or redeemed.

     Section 3.13 Interested Directors

     A director who is directly or indirectly a party to a contract or
transaction with the Corporation, or is a director or officer of or has
a financial interest in any other corporation, partnership, association
or other organization which is a party to a contract or transaction with
the Corporation, may be counted in determining whether a quorum is
present at any meeting of the Board or a committee thereof at which such
contract or transaction is considered or authorized, and such director
may participate in such meeting and vote on such authorization if the
material facts as to such director's relationship or interest and as to
the contract or transaction are disclosed or are known to the Board or
the committee, and the Board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors are
less than a quorum.

     Section 3.14 Compensation

     The Board of Directors shall have the authority to fix the
compensation, including fees and reimbursement of expenses, of directors
for services to the Corporation in any capacity, provided that no such
payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

     Section 3.15 Presumption of Assent

     Unless otherwise provided by the laws of the State of Delaware, a
director who is present at a meeting of the Board of Directors or a
committee thereof at which action is taken on any matter shall be
presumed to have assented to the action taken unless his or her dissent
shall be

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entered in the minutes of such meeting or unless he or she shall file
his or her written dissent to such action with the person acting as
secretary of such meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary immediately
after the adjournment of such meeting.  Such right to dissent shall not
apply to a director who voted in favor of such action.

                             ARTICLE IV

                              OFFICERS

     Section 4.1 Elected Officers

     Unless otherwise determined by the Board of Directors, the
officers of the Corporation shall consist of the Chairman, the
President, one or more Vice Presidents, the Secretary, the Treasurer and
the Controller.  Any two or more offices may be held by the same person.
The Board may designate the Chairman or the President as the Chief
Executive Officer of the Corporation.  Such officers shall be elected
from time to time by the Board to hold office until their respective
successors shall have been duly elected and shall have qualified, or
until death, resignation or removal, as hereafter provided in these By-
Laws.

     Section 4.2 Other Officers

     The Board may from time to time elect, or the Chairman may
appoint, such other officers (including one or more Assistant Vice
Presidents, Assistant Secretaries, Assistant Treasurers, and Assistant
Controllers) and such agents, as may be necessary or desirable for the
conduct of the business of the Corporation.  Such other officers and
agents shall have such duties and shall hold their offices for such
terms as shall be provided in these By-Laws or as may be prescribed by
the Board or by the Chairman.

     Section 4.3 Resignation and Removal

     Any officer or agent of the Corporation may resign at any time by
giving a written notice of resignation to the Board of Directors, the
Chairman, the President or the Secretary.  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.  Any officer or
agent of the Corporation may be removed, either with or without cause,
at any time, by a vote of the majority of the Whole Board, or, except in
the case of an officer or agent elected by the Board, by the Chairman.
Such removal shall be without prejudice to the contractual rights, if
any, of the person so removed.

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     Section 4.4 Vacancies

     A vacancy in any office, whether arising from death, resignation,
removal or any other cause, may be filled for the unexpired portion of
the term of the office which shall be vacant in the manner prescribed in
these By-Laws for the regular election or appointment of such office.

     Section 4.5 Chairman

     The Chairman shall have the general control and management of the
business and affairs of the Corporation, under the direction of the
Board of Directors.  He shall have power to select and appoint all
necessary officers and employees of the Corporation except such officers
as under these By-Laws are to be elected by the Board; to remove all
appointed officers or employees whenever he shall deem it necessary, and
to make new appointments to fill the vacancies; and to suspend from
office for cause any elected officer, which shall be forthwith declared
in writing to the Board.  The Chairman shall have such other authority
and shall perform such other duties as may be determined by the Board.

     Section 4.6 President

     The President shall have such authority and perform such duties
relative to the business and affairs of the Corporation as may be
determined by the Board of Directors or the Chairman. In the absence of
the Chairman, the President shall preside at meetings of the
stockholders and of the directors.  If the Board shall not have elected
a Chairman, the President shall have such authority and shall perform
such additional duties as in these By-Laws is provided for the office of
Chairman.

     Section 4.7 Vice Presidents and Assistant Vice Presidents

     Each Vice President and each Assistant Vice President shall have
such powers and perform all such duties as from time to time may be
determined by the Board of Directors, the Chairman, the President or the
senior officer to whom such officer reports.

     Section 4.8 Secretary

     The Secretary shall record the proceedings of all meetings of the
Board of Directors, the committees of the Board and the stockholders;
shall see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by law; shall be custodian
of the records and the seal of the Corporation and, if necessary or
appropriate, affix and attest the seal to all documents to be executed
on behalf of the Corporation under its seal; shall see that the books,
reports, statements, certificates and other documents and records
required by law to be kept and filed are properly kept and filed; and in
general, shall perform all the duties incident to

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the office of Secretary and such other duties as from time to time may
be determined by the Board, the Chairman or the President.

     Section 4.9 Treasurer

     The Treasurer shall exercise general supervision over the receipt,
custody and disbursement of corporate funds.  The Treasurer shall have
such further powers and duties as may be determined from time to time by
the Board of Directors, the Chairman or the President.

     Section 4.10 Controller

     The Controller shall be the chief accounting officer of the
Corporation and shall maintain adequate records of all assets,
liabilities and transactions of the Corporation; shall establish and
maintain internal accounting controls; and, in cooperation with the
independent public accountants selected by the Board of Directors, shall
supervise internal auditing.  The Controller shall have such further
powers and duties as may be determined from time to time by the Board,
the Chairman or the President.

     Section 4.11 Assistant Officers

     Any Assistant Secretary, Assistant Treasurer, or Assistant
Controller elected or appointed as heretofore provided, shall perform
the duties and exercise the powers of the Secretary, Treasurer and
Controller, respectively, in their absence or inability to act, and
shall perform such other duties and have such other powers as the Board
of Directors, the Chairman, the President, the Secretary, the Treasurer,
or the Controller (as the case may be), may from time to time prescribe.

     Section 4.12 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; provided, however, that the Board may by resolution
delegate to the Chairman the power to fix compensation of non-elected
officers and agents appointed by the Chairman.  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, but
any such officer who shall also be a director shall not have any vote in
the determination of such officer's compensation.

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                             ARTICLE V

                       CONTRACTS AND PROXIES

     Section 5.1 Contracts

     Except as otherwise required by law, the Certificate of
Incorporation or these By-Laws, any contracts or other instruments may
be executed and delivered in the name and on behalf of the Corporation
by such officer or officers (including any assistant officer) of the
Corporation as the Board of Directors may from time to time direct.
Such authority may be general or confined to specific instances as the
Board of Directors may determine.  The Chairman, the President or any
Vice President may execute bonds, contracts, deeds, leases and other
instruments to be made or executed for or on behalf of the Corporation.
Subject to any restrictions imposed by the Board, the Chairman, the
President or any Vice President of the Corporation may delegate
contractual power to others under his jurisdiction, it being understood,
however, that any such delegation of power shall not relieve such
officer of responsibility with respect to the exercise of such delegated
power.

     Section 5.2 Proxies

     Unless otherwise provided by resolution adopted by the Board of
Directors, the Chairman, the President or any Vice President may from
time to time appoint an attorney or attorneys or agent or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the
votes which the Corporation may be entitled to cast as the holder of
stock or other securities or interests in any other corporation or
entity, any of whose stock or other securities or interests may be held
by the Corporation, at meetings of the holders of the stock or other
securities or interests, of such other corporation or entity, or to
consent in writing, in the name of the Corporation as such holder, to
any action by such other corporation or entity, and may instruct the
person or persons so appointed as to the manner of casting such votes or
giving such consent, and may execute or cause to be executed in the name
and on behalf of the Corporation and under its corporate seal or
otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.


                             ARTICLE VI

                   INDEMNIFICATION AND INSURANCE

     (A) Right to Indemnification.  Each person who was or is made a
party or is threatened to be made a party to or is involved in any
action, suit, or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that
he or she or a person of whom he or she is the legal representative is
or was, or had agreed to become, a director or officer of the
Corporation or is or was serving, or had agreed to serve, at the request
of the Corporation as a director, officer, employee or agent of any
other corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee

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benefit plans, whether the basis of such proceeding is alleged action in
an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the General Corporation Law of the State 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),
against all expense, liability and loss (including, without limitation,
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred by such
person in connection therewith and such indemnification shall continue
as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that except as provided in paragraph
(B) of this Article VI with respect to proceedings seeking to enforce
rights to indemnification, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part
thereof) initiated by such person was authorized by the Board of
Directors of the Corporation.  The Corporation may, by action of its
Board of Directors, provide indemnification to employees and agents of
the Corporation with the same scope and effect as the indemnification of
directors and officers provided for in this paragraph (A).

     (B) Recovery of Unpaid Indemnification.  If a claim under
paragraph (A) of this By-Law is not paid in full by the Corporation
within 30 days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant also shall be entitled to
be paid the expense of prosecuting such claim.  It shall be a defense to
any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards
of conduct which make it permissible under the General Corporation Law
of the State of Delaware for the Corporation to indemnify the claimant
for the amount claimed, but the burden of proving such defense shall be
on the Corporation.  Neither the failure of the Corporation (including
its Board of Directors, independent legal counsel or stockholders) to
have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because
he or she has met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual
determination by the Corporation (including the Board of Directors,
independent legal counsel or stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable
standard of conduct.

     (C) Change in Control.  Following any "change in control" of the
Corporation, as defined in the Corporation's Stock Incentive Plan, any
determination as to entitlement to indemnification shall be made by
independent legal counsel selected by the claimant which independent
legal counsel shall be retained by the Board of Directors on behalf of
the Corporation.

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     (D) Non-Exclusivity of Rights.  The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of
its final disposition conferred in this By-Law shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, By-Laws,
agreement, vote of stockholders or disinterested directors or otherwise.

     (E) Insurance.  The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the General
Corporation Law of the State of Delaware.

     (F) Contractual Right.  The right to indemnification conferred in
this By-Law shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition, such expenses to be paid
by the Corporation within 20 days after receipt by the Corporation of a
statement or statements from the claimant requesting such advance or
advances from time to time; provided, however, that if the General
Corporation Law of the State of Delaware requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was
or is rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) in advance of
the final disposition of a proceeding, shall be made only upon delivery
to the Corporation of an undertaking by or on behalf of such director or
officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified under this By-Law or otherwise.

     (G) Amendment or Repeal.  Any amendment or repeal of this Article
VI shall not adversely affect any right or protection existing hereunder
in respect of any act or omission occurring prior to such amendment or
repeal.

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                            ARTICLE VII

                  STOCK CERTIFICATES AND TRANSFERS

     (A) Certificated Shares and Transfers.  The interest of each
stockholder of the Corporation shall be evidenced by certificates for
shares of stock in such form as the appropriate officers of the
Corporation may from time to time prescribe, unless it shall be
determined by, or pursuant to, a resolution adopted by the Board of
Directors that the shares representing such interest be uncertificated.
The shares of the stock of the Corporation shall be transferred on the
books of the Corporation by the holder thereof in person or by such
person's attorney, upon surrender for cancellation of certificates for
the same number of shares, with an assignment and power of transfer
endorsed thereon or attached thereto, duly executed, with such proof of
the authenticity of the signature as the Corporation or its agents may
reasonably require.

     (B) Accepted Signatures.  The certificates of stock shall be
signed, countersigned and registered in such manner as the Board of
Directors may by resolution prescribe, which resolution may permit all
or any of the signatures on such certificates to be in facsimile.  In
case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if
he were such officer, transfer agent or registrar at the date of issue.

                            ARTICLE VIII

                      MISCELLANEOUS PROVISIONS

     Section 8.1 Fiscal Year

     The fiscal year of the Corporation shall be the calendar year,
unless otherwise determined by resolution of the Board of Directors.

     Section 8.2 Dividends

     The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner
and upon the terms and conditions provided by law and its Certificate of
Incorporation.

     Section 8.3 Seal

     The corporate seal shall have inscribed thereon the name of the
Corporation and the words "Corporate Seal, Delaware".  The seal may be
used by causing it, or a facsimile thereof, to be impressed or affixed
or reproduced or otherwise.

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                             ARTICLE IX

                             AMENDMENTS

     These By-Laws may be amended, added to, rescinded or repealed at
any meeting of the Board of Directors or of the stockholders, provided
notice of the proposed change was given in the notice of the meeting
and, in the case of a meeting of the Board of Directors, in a notice
given no less than twenty-four hours prior to the meeting; provided,
however, that, in the case of amendments by stockholders,
notwithstanding any other provisions of these By-Laws or any provision
of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular class
or series of the stock required by law, the Certificate of Incorporation
or these By-Laws, the affirmative vote of the holders of at least 80
percent of the voting power of the then outstanding Voting Stock, voting
together as a single class, shall be required to alter, amend or repeal
any provision of these By-Laws.

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