Exhibit 3.2
<PAGE>



                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                        MISSISSIPPI VIEW HOLDING COMPANY

                                    ARTICLE I

                                   Home Office

      The home office of Mississippi  View Holding  Company (the  "Corporation")
shall be at 35 East Broadway,  City of Little Falls, County of Morrison,  in the
State of Minnesota.  The  Corporation may also have offices at such other places
within or without the State of Minnesota  as the board of  directors  shall from
time to time determine.

                                   ARTICLE II

                                  Stockholders

      SECTION  1.  Place  of  Meetings.  All  annual  and  special  meetings  of
stockholders  shall be held at the home  office  of the  Corporation  or at such
other place  within or without the State of  Minnesota as the board of directors
may determine and as designated in the notice of such meeting.

      SECTION  2.  Annual  Meeting.   A  meeting  of  the  stockholders  of  the
Corporation  for the election of directors and for the  transaction of any other
business of the Corporation  shall be held annually at such date and time as the
board of directors may determine.

      SECTION 3. Special Meetings.  Special meetings of the stockholders for any
purpose or  purposes  may be called at any time by the  majority of the board of
directors,  the chief executive officer or the president,  and only such persons
as are  specifically  permitted  to  call  meetings  by the  Minnesota  Business
Corporation Act in accordance with the provisions of the Corporation's  Articles
of Incorporation.

      SECTION 4.  Conduct of  Meetings.  Annual and  special  meetings  shall be
conducted in accordance  with the rules and procedures  established by the board
of directors.  The board of directors shall designate,  when present, either the
chairman of the board or president to preside at such meetings.

      SECTION 5.  Voting.  At each  election  for  directors  every  stockholder
entitled to vote at such  election  shall be entitled to one vote for each share
of  stock  held  by  him.   Unless   otherwise   provided  in  the  Articles  of
Incorporation, by Statute, or by these Bylaws, a majority of those votes cast by
stockholders at a lawful meeting shall be sufficient to pass on a transaction or
matter.

      SECTION 6. Notice of Meetings.  Written notice stating the place,  day and
hour of the meeting and the purpose or purposes  for which the meeting is called
shall be mailed by the secretary or the officer  performing his duties, not less
than ten days nor more than sixty days before the meeting 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,  addressed to the
stockholder  at his address as it appears on the stock transfer books or records
of the Corporation as of the record date prescribed in Section 7 of this Article
II, with postage thereon prepaid.  If a stockholder is present at a meeting,  or
in writing  waives  notice  thereof  before or after the meeting,  notice of the
meeting to such stockholder shall


<PAGE>



be unnecessary.  When any stockholders'  meeting,  either annual or special,  is
adjourned for 120 days, notice of the adjourned meeting shall be given as in the
case of an original meeting. It shall not be necessary to give any notice of the
time  and  place  of any  meeting  adjourned  for  less  than 120 days or of the
business to be transacted at such adjourned meeting,  other than an announcement
at the meeting at which such adjournment is taken.

      SECTION  7.  Fixing  of  Record  Date.  For  the  purpose  of  determining
stockholders entitled to notice of or to vote at any meeting of stockholders, or
any  adjournment  thereof,  or  stockholders  entitled to receive payment of any
dividend,  or in order to make a  determination  of  stockholders  for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of stockholders.  Such date in any case shall be
not more than sixty  days,  and in case of a meeting of  stockholders,  not less
than ten days prior to the date on which the particular  action,  requiring such
determination  of  stockholders,  is  to  be  taken.  When  a  determination  of
stockholders  entitled to vote at any meeting of  stockholders  has been made as
provided in this  section,  such  determination  shall apply to any  adjournment
thereof.

      SECTION 8. Quorum. A majority of the outstanding shares of the Corporation
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a meeting of stockholders.  If less than a majority of the outstanding shares
are  represented  at a meeting,  a majority  of the  shares so  represented  may
adjourn the meeting from time to time without further notice.  At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  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 9. Proxies.  A shareholder  may cast or authorize the casting of a
vote by  filing  a  written  appointment  of a  proxy  with  an  officer  of the
Corporation  at  or  before  the  meeting  at  which  the  appointment  is to be
effective.  A written appointment of a proxy may be signed by the shareholder or
authorized by the shareholder by transmission of a telegram, cablegram, or other
means of electronic transmission, provided that the corporation has no reason to
believe that the telegram,  cablegram,  or other electronic transmission was not
authorized by the  shareholder.  Any reproduction of the writing or transmission
may be substituted or used in lieu of the original  writing or transmission  for
any purpose for which the original transmission could be used, provided that the
copy,  facsimile  telecommunication,  or other  reproduction  is a complete  and
legible  reproduction of the entire original  writing or  transmission.  Proxies
solicited  on  behalf  of the  management  shall  be voted  as  directed  by the
stockholder or, in the absence of such direction, as determined by a majority of
the board of  directors.  No proxy shall be valid after  eleven  months from the
date of its execution unless otherwise provided in the proxy.

      SECTION  10.  Voting of Shares  in the Name of Two or More  Persons.  When
ownership of stock stands in the name of two or more persons,  in the absence of
written  directions to the  Corporation  to the contrary,  at any meeting of the
stockholders of the Corporation any one or more of such  stockholders  may cast,
in person or by proxy,  all votes to which such  ownership is  entitled.  In the
event an attempt is made to cast  conflicting  votes,  in person or by proxy, by
the several  persons in whose name shares of stock  stand,  the vote or votes to
which  these  persons  are  entitled  shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting,  but
no votes shall be cast for such stock if a majority cannot agree.


                                      - 2 -

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      SECTION 11. Voting of Shares by Certain  Holders.  Shares  standing in the
name of another  corporation may be voted by any officer,  agent or proxy as the
bylaws of such corporation may prescribe,  or, in the absence of such provision,
as the board of directors of such  corporation may determine.  Shares held by an
administrator,  executor,  guardian  trustee or conservator may be voted by him,
either in person or by proxy,  without a transfer  of such shares into his name.
Shares  standing in the name of a receiver  may be voted by such  receiver,  and
shares held by or under the control of a receiver may be voted by such  receiver
without the transfer thereof into his name if authority to do so is contained in
an  appropriate  order of the  court or other  public  authority  by which  such
receiver was appointed.

         A  stockholder  whose shares are pledged shall be entitled to vote such
shares until the shares have been  transferred  into the name of the pledgee and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Neither treasury shares of its own stock held by the  Corporation,  nor
shares held by another corporation, if a majority of the shares entitled to vote
for  the  election  of  directors  of such  other  corporation  are  held by the
Corporation,  shall be voted at any meeting or counted in determining  the total
number of outstanding shares at any given time for purposes of any meeting.

         SECTION  12.  Inspectors  of  Election.  In advance  of any  meeting of
stockholders,  the board of  directors  may  appoint  any  persons,  other  than
nominees  for office,  as  inspectors  of election to act at such meeting or any
adjournment  thereof.  The number of inspectors shall be either one or three. If
the  board  of  directors  so  appoints  either  one or three  inspectors,  that
appointment  shall not be altered at the meeting.  If inspectors of election are
not so  appointed,  the  chairman  of the board or the  president  may make such
appointment at the meeting.  In case any person  appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by  appointment  by
the board of  directors  in  advance  of the  meeting  or at the  meeting by the
chairman of the board or the president.

         Unless  otherwise  prescribed  by  applicable  law,  the duties of such
inspectors  shall  include:  determining  the  number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting,  the
existence  of a quorum,  the  authenticity,  validity  and  effect  of  proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote;  counting and
tabulating all votes or consents;  determining the result;  and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.

      SECTION 13.  Nominating  Committee.  The board of directors shall act as a
nominating  committee  for  selecting  the  management  nominees for election as
directors.  Except in the case of a nominee substituted as a result of the death
or other  incapacity of a management  nominee,  the nominating  committee  shall
deliver  written  nominations to the secretary at least twenty days prior to the
date of the annual meeting.  Provided such committee makes such nominations,  no
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other  nominations by  stockholders  are
made in writing and delivered to the secretary of the  Corporation in accordance
with the provisions of the Corporation's Articles of Incorporation.



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                                   ARTICLE III

                               Board of Directors

      SECTION 1. General  Powers.  The  business and affairs of the  Corporation
shall be under the direction of its board of  directors.  The board of directors
shall  annually elect a president and a chief  executive  officer from among its
members and may also elect a chairman of the board from among its  members.  The
board of directors shall designate,  when present, either of the chairman of the
board or president to preside at its meetings.

      SECTION 2. Number, Term and Election. The board of directors shall consist
of five  members  and shall be  divided  into three  classes as nearly  equal in
number as  possible.  The  members of each class  shall be elected for a term of
three years and until their  successors  are elected or qualified.  The board of
directors  shall  be  classified  in  accordance  with  the  provisions  of  the
Corporation's  Articles  of  Incorporation.  Directors  are to be  elected  by a
plurality  of votes cast by the shares  entitled  to vote in the  election  at a
meeting of stockholders at which a quorum is present. The board of directors may
increase the number of members of the board of  directors  but in no event shall
the number of directors be increased in excess of fifteen.

      SECTION 3.  Qualifications.  Each Director of the Corporation  must at all
times be a resident of the State of Minnesota  and the  beneficial  owner of not
less than 100 shares of capital  stock of the  Corporation.  For the  purpose of
this section, "resident" means any natural person who occupies a dwelling within
Minnesota,  has an intention  to remain  within  Minnesota  for a period of time
(manifested by establishing a physical, on-going, non-transitory presence within
Minnesota)  and  continues  to  reside in  Minnesota  for the term of his or her
directorship.

      SECTION 4. Place of Meetings. All annual and special meetings of the board
of  directors  shall be held at the home  office of the  Corporation  or at such
other  place  within  or  without  the  State in which  the home  office  of the
Corporation is located as the board of directors may determine and as designated
in the notice of such meeting.

      SECTION 5. Regular  Meetings.  A regular meeting of the board of directors
shall be held without  other notice than this Bylaw at such time and date as the
board of directors may determine.

      SECTION 6. Special  Meetings.  Special  meetings of the board of directors
may be called by or at the request of the chairman of the board or president, or
by two-thirds of the directors.  The persons authorized to call special meetings
of the board of  directors  may fix any place  within  or  without  the State of
Minnesota as the place for holding any special meeting of the board of directors
called by such persons.

      Members of the board of directors may  participate in special  meetings by
means of conference telephone or similar  communications  equipment by which all
persons participating in the meeting can hear each other.

      SECTION 7.  Nominating  Committee.  The board of directors  shall act as a
nominating  committee  for  selecting  the nominees  for election as  directors.
Except  in the case of a nominee  substituted  as a result of the death or other
incapacity  of a management  nominee,  the  nominating  committee  shall deliver
written  nominations  to the secretary at least twenty days prior to the date of
the

                                      - 4 -

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annual meeting.  Provided such committee makes such nominations,  no nominations
for directors except those made by the nominating  committee shall be voted upon
at the annual  meeting  unless other  nominations  by  stockholders  are made in
writing and delivered to the secretary of the Corporation in accordance with the
provisions of the Corporation's Articles of Incorporation.

      SECTION 8. Notice. Written notice of any special meeting shall be given to
each  director at least two days  previous  thereto  delivered  personally or by
telegram or at least five days previous thereto delivered by mail at the address
at which the director is most likely to be reached.  Such notice shall be deemed
to be delivered  when  deposited in the United  States mail so  addressed,  with
postage thereon prepaid if mailed or when delivered to the telegraph  company if
sent be  telegram.  Any  director  may waive  notice of any meeting by a writing
filed  with the  secretary.  The  attendance  of a director  at a meeting  shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express  purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the business to
be transacted at, nor the purpose of, any meeting of the board of directors need
be specified in the notice or waiver of notice of such meeting.

      SECTION 9. Quorum.  A majority of the number of directors fixed by Section
2 of Article III shall  constitute a quorum for the  transaction  of business at
any meeting of the board of directors, but if less than such majority is present
at a meeting,  a majority of the directors  present may adjourn the meeting from
time to time.  Notice of any adjourned meeting shall be given in the same manner
as prescribed by Section 8 of Article III.

      SECTION 10.  Manner of Acting.  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,  unless a  greater  number is  prescribed  by these  Bylaws,  the
Articles of Incorporation, or the laws of Minnesota.

      SECTION 11. Action Without a Meeting.  Any action required or permitted to
be taken by the board of directors  at a meeting may be taken  without a meeting
if a consent in writing,  setting forth the action so taken,  shall be signed by
all of the directors.

      SECTION 12. Resignation.  Any director may resign at any time by sending a
written  notice  of such  resignation  to the  home  office  of the  Corporation
addressed to the chairman of the board or president.  Unless otherwise specified
herein such  resignation  shall take effect upon receipt thereof by the chairman
of the board or president.

      SECTION 13.  Vacancies.  Any vacancy  occurring  in the board of directors
shall be filled in accordance with the provisions of the Corporation's  Articles
of Incorporation.  Any directorship to be filled by reason of an increase in the
number of directors may be filled by the  affirmative  vote of two-thirds of the
directors then in office.  The term of such director shall be in accordance with
the provisions of the Corporation's Articles of Incorporation.

      SECTION 14.  Removal of  Directors.  Any  director or the entire  board of
directors  may be  removed  for  cause  and  then  only in  accordance  with the
provisions of the Corporation's Articles of Incorporation.

      SECTION 15. Compensation. Directors, as such, may receive a stated fee for
their services. By resolution of the board of directors, a reasonable fixed sum,
and  reasonable  expenses  of  attendance,  if any,  may be  allowed  for actual
attendance at each regular or special meeting of the board of directors.

                                      - 5 -

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Members  of  either   standing  or  special   committees  may  be  allowed  such
compensation  for  actual  attendance  at  committee  meetings  as the  board of
directors  may  determine.  Nothing  herein  shall be  construed to preclude any
director  from  serving the  Corporation  in any other  capacity  and  receiving
remuneration therefor.

      SECTION 16.  Presumption of Assent.  A director of the  Corporation who is
present at a meeting of the board of directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his  dissent or  abstention  shall be entered in the  minutes of the  meeting or
unless he shall file his written  dissent to such action with the person  acting
as the secretary of the meeting before the adjournment  thereof or shall forward
such dissent by registered mail to the secretary of the Corporation  immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who votes in favor of such action.

                                   ARTICLE IV

                      Committees of the Board of Directors

      The board of  directors  may,  by  resolution  passed by a majority of the
whole  board,  designate  one or more  committees,  as they may  determine to be
necessary or appropriate for the conduct of the business of the Corporation, and
may prescribe the duties,  constitution and procedures  thereof.  Each committee
shall  consist  of one 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.

      The board of  directors  shall have power,  by the  affirmative  vote of a
majority  of the  authorized  number of  directors,  at any time to  change  the
members of, to fill  vacancies  in, and to discharge any committee of the board.
Any member of any such  committee may resign at any time by giving notice to the
Corporation  provided,  however,  that notice to the board,  the chairman of the
board,  the  chairman of such  committee,  or the  secretary  shall be deemed to
constitute  notice to the Corporation.  Such resignation  shall take effect upon
receipt  of such  notice or at any later time  specified  therein;  and,  unless
otherwise  specified  therein,  acceptance  of  such  resignation  shall  not be
necessary to make it effective.  Any member of any such committee may be removed
at any time, either with or without cause, by the affirmative vote of a majority
of the  authorized  number of  directors  at any meeting of the board called for
that purpose.

                                    ARTICLE V

                                    Officers

      SECTION  1.  Positions.  The  officers  of  the  Corporation  shall  be  a
president,  a chief executive officer, one or more vice presidents,  a secretary
and a treasurer,  each of whom shall be elected by the board of  directors.  The
offices of the secretary and treasurer may be held by the same person and a vice
president  may also be  either  the  secretary  or the  treasurer.  The board of
directors may designate one or more vice  presidents as executive vice president
or senior vice president.  The board of directors may designate the treasurer as
chief  financial  officer.  The  board  may  designate  the  president  as chief
executive  officer.  The board of  directors  may also  elect or  authorize  the
appointment  of such other  officers  as the  business  of the  Corporation  may
require.  The officers  shall have such authority and perform such duties as the
board of directors may from time to time authorize or determine. In the

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absence of action by the board of directors, the officers shall have such powers
and duties as generally pertain to their respective offices.

      SECTION 2.  Election and Term of Office.  The officers of the  Corporation
shall be elected  annually by the board of directors at the first meeting of the
board of directors  held after each annual meeting of the  stockholders.  If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible.  Each officer shall hold office until his successor
shall have been duly elected and  qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter  provided.  Election
or  appointment  of an officer,  employee  or agent  shall not of itself  create
contract  rights.  The board of directors may authorize the Corporation to enter
into an employment  contract with any officer in accordance  with state law; but
no such contract  shall impair the right of the board of directors to remove any
officer at any time in accordance with Section 3 of this Article V.

      SECTION 3.  Removal.  Any  officer  may be removed by vote the vote of the
majority of the board of directors whenever, in its judgment, the best interests
of the  Corporation  will be served  thereby,  but such removal,  other than for
cause,  shall be without prejudice to the contract rights, if any, of the person
so removed.

      SECTION  4.  Vacancies.   A  vacancy  in  any  office  because  of  death,
resignation,  removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.

      SECTION 5.  Remuneration.  The remuneration of the officers shall be fixed
from time to time by the board of  directors  and no officer  shall be prevented
from  receiving  such salary by reason of the fact that he is also a director of
the Corporation.

                                   ARTICLE VI

                      Contracts, Loans, Checks and Deposits

      SECTION 1.  Contracts.  To the extent  permitted  by  applicable  law, and
except as otherwise  prescribed by the Articles of Incorporation or these Bylaws
with respect to  certificates  for shares,  the board of directors may authorize
any officer, employee, or agent of the Corporation to enter into any contract or
execute  and  deliver  any  instrument  in the  name  of and  on  behalf  of the
Corporation. 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 evidence of  indebtedness  shall be issued in its name unless
authorized by the board of directors.  Such authority may be general or confined
to specific instances.

      SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by one or more officers,  employees or agents of
the  Corporation  in such  manner as shall  from time to time be  determined  by
resolution of the board of directors.

      SECTION 4. Deposits.  All funds of the Corporation not otherwise  employed
shall be deposited from time to time to the credit of the  Corporation in any of
its duly authorized depositories as the board of directors may select.


                                      - 7 -

<PAGE>

                                   ARTICLE VII

                   Certificates for Shares and Their Transfer

      SECTION 1. Certificates for Shares. The shares of the Corporation shall be
represented by certificates signed by the chairman of the board of directors, by
the president or vice president, by the treasurer/chief  financial officer or by
the  secretary  of the  Corporation,  and may be  sealed  with  the  seal of the
Corporation  or a  facsimile  thereof.  Any  or all  of  the  signatures  upon a
certificate may be facsimiles if the certificate is  countersigned by a transfer
agent,  or registered by a registrar,  other than the  Corporation  itself or an
employee of the  Corporation.  If any officer who has signed or whose  facsimile
signature  has been  placed upon such  certificate  shall have ceased to be such
officer before the  certificate is issued,  it may be issued by the  Corporation
with the same effect as if he were such officer at the date of its issue.

      SECTION  2.  Form of Share  Certificates.  All  certificates  representing
shares issued by the Corporation  shall set forth upon the face or back that the
Corporation  will furnish to any  shareholder  upon request and without charge a
full  statement  of the  designations,  preferences,  limitations,  and relative
rights of the shares of each class  authorized to be issued,  the  variations in
the relative  rights and  preferences  between the shares of each such series so
far as the same have been fixed and  determined,  and the authority of the board
of  directors  to fix and  determine  the  relative  rights and  preferences  of
subsequent series.

      Each  certificate  representing  shares shall state upon the face thereof:
that the Corporation is organized under the laws of the State of Minnesota;  the
name of the person to whom issued;  the number and class of shares;  the date of
issue; the designation of the series, if any, which such certificate represents;
the par value of each share represented by such certificate, or a statement that
the shares are  without  par value.  Other  matters in regard to the form of the
certificates shall be determined by the board of directors.

      SECTION 3.  Payment for  Shares.  No  certificate  shall be issued for any
shares until such share is fully paid.

      SECTION 4. Form of Payment for Shares.  The consideration for the issuance
of shares shall be paid in accordance with the provisions of Minnesota law.

      SECTION 5. Transfer of Shares.  Transfer of shares of capital stock of the
Corporation  shall be made only on its stock transfer books.  Authority for such
transfer  shall be given  only by the  holder of record  thereof or by his legal
representative,  who shall furnish proper evidence of such authority,  or by his
attorney thereunto  authorized by power of attorney duly executed and filed with
the Corporation.  Such transfer shall be made only on surrender for cancellation
of the certificate  for such shares.  The person in whose name shares of capital
stock stand on the books of the  Corporation  shall be deemed by the Corporation
to be the owner thereof for all purposes.

      SECTION 6. Stock Ledger.  The stock ledger of the Corporation shall be the
only  evidence  as to who are the  stockholders  entitled  to examine  the stock
ledger,  the list required by Minnesota law or the books of the Corporation,  or
to vote in person or by proxy at any meeting of stockholders.


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<PAGE>


      SECTION  7. Lost  Certificates.  The board of  directors  may direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation alleged to have been lost, stolen, or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost,  stolen,  or destroyed.  When authorizing such issue of a new certificate,
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 his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate  alleged to have been lost,  stolen,
or destroyed.

      SECTION  8.  Beneficial  Owners.  The  Corporation  shall be  entitled  to
recognize the exclusive  right of a person  registered on its books as the owner
of shares 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 shares on
the part of any other person,  whether or not the Corporation shall have express
or other notice thereof, except as otherwise provided by law.

                                  ARTICLE VIII

                            Fiscal Year; Annual Audit

      The fiscal year of the Corporation  shall end on the last day of September
of each year. The Corporation  shall be subject to an annual audit as of the end
of  its  fiscal  year  by  independent  public  accountants   appointed  by  and
responsible to the board of directors.

                                   ARTICLE IX

                                    Dividends

      Subject to the provisions of the Articles of Incorporation  and applicable
law,  the board of  directors  may, at any regular or special  meeting,  declare
dividends on the Corporation's  outstanding capital stock. Dividends may be paid
in cash, in property or in the Corporation's own stock.

                                    ARTICLE X

                                 Corporate Seal

      The corporate seal of the  Corporation  shall be in such form as the board
of directors shall prescribe.

                                   ARTICLE XI

                                   Amendments

      The  Bylaws  may be  altered,  amended  or  repealed  or new Bylaws may be
adopted in the manner set forth in the Articles of Incorporation.


As amended and restated on August 19, 1997


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