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                                                                   EXHIBIT 3.02B


THE FOLLOWING AMENDMENTS TO THE REGISTRANT'S AMENDED AND RESTATED BYLAWS WERE
ADOPTED BY THE BOARD OF DIRECTORS AT A MEETING HELD ON NOVEMBER 17, 1998:

Section 2.11 of the Registrant's Amended and Restated Bylaws is amended to read
in its entirety:

              "2.11. Nominating Committee. Only persons who are nominated in
accordance with the procedures set forth in this Section 2.11 shall be eligible
for election as directors. Nominations of persons for election to the Board of
directors of the Corporation may be made at a meeting of stockholders by or at
the direction of the Board of Directors or by any stockholder of the Corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this Section 2.11. Such nominations, other
than those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice shall be delivered to or mailed and received at
the principal executive offices of the Corporation at least 45 days before the
date on which the Corporation mailed its notice of the annual meeting of
stockholder and proxy materials for the previous year's annual meeting of
stockholders; provided, however, that if the Corporation did not hold an annual
meeting of stockholders the previous year, or if the date of the current year's
meeting has changed more than 30 days from the prior year, the stockholder's
notice must be received not later than the close of business on the 10th day
following the day on which notice of the date of the meeting is mailed or public
disclosure of the date of the meeting is made. Such stockholder's notice shall
set forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person, and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
without limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (b) as to
the stockholder giving the notice (i) the name and address, as they appear on
the Corporation's books, of such stockholder and (ii) the class and number of
shares of the Corporation which are beneficially owned by such stockholder. At
the request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
Corporation that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee. No later than the tenth day
following the date of receipt of a stockholder nomination submitted pursuant to
this Section 2.11, the Chairman of the Board of Directors of the Corporation
shall, if the facts warrant, determine and notify in writing the stockholder
making such nomination that such nomination was not made in accordance with the
time limits and/or other procedures prescribed by the Bylaws. If no such
notification is mailed to such stockholder within such ten-day period, such
nomination shall be deemed to have been made in accordance with the provisions
of this Section 2.11. No person shall be eligible for election as a


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director of the Corporation unless nominated in accordance with the procedures
set forth in this Section 2.11."

Section 2.12 of the Registrant's Amended and Restated Bylaws is amended to read
in its entirety:

              "2.12. Business at Annual Meeting. At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation at least 45 days before the date on which the Corporation mailed its
notice of the annual meeting of stockholder and proxy materials for the previous
year's annual meeting of stockholders; provided, however, that if the
Corporation did not hold an annual meeting of stockholders the previous year, or
if the date of the current year's meeting has changed more than 30 days from the
prior year, the stockholder's notice must be received not later than the close
of business on the 10th day following the day on which notice of the date of the
meeting is mailed or public disclosure of the date of the meeting is made. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. No later than the tenth day following the date of
receipt of a shareholder notice pursuant to this Section 2.12, the Chairman of
the Board of Directors of the Corporation shall, if the facts warrant, determine
and notify in writing the stockholder submitting such notice that such notice
was not made in accordance with the time limits and/or other procedures
prescribed by the Bylaws. If no such notification is mailed to such shareholder
within such ten-day period, such stockholder notice containing a matter of
business shall be deemed to have been made in accordance with the provisions of
this Section 2.12. Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at an annual meeting except in accordance with the
procedures set forth in this Section 2.12."

Effective, March 30, 1999, Section 2.3 of the Registrant's Amended and Restated
Bylaws is amended to read in its entirety:

              "2.3 Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may only be called by a majority of the Board of
Directors or by the Chairman of the Board of Directors."

Section 3.7 of the Registrant's Amended and Restated Bylaws is amended to read
in its entirety:


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              "3.7 Special Meetings. Special meetings of the board may be called
by the Chairman on one day's notice to each director, personally, or by
telephone, mail, facsimile, electronic mail, or telegram; special meetings shall
be called by the Chairman or Secretary in like manner on like notice on the
written request of one-half of the total number of directors."

The last sentence of Section 4.1 of the Registrant's Amended and Restated
Bylaws is amended to read in its entirety:

       "Notice to directors may also be given by facsimile, electronic mail,
telegram, or telephone."