PRIME RETAIL, INC.

                           SECOND AMENDED AND RESTATED
                                     BY-LAWS


                           adopted as of April 9, 1999
                                                                  

<PAGE>

                                TABLE OF CONTENTS


                                                                           Page

ARTICLE 1 OFFICES....................................................         1
ARTICLE 2 STOCKHOLDERS...............................................         1
   Section 2.01 Place of Meetings....................................         1
   Section 2.02 Annual Meeting.......................................         1
   Section 2.03 Special Meetings.....................................         1
   Section 2.04 Notice of Stockholder Meetings.......................         3
   Section 2.05 Quorum...............................................         5
   Section 2.06 Voting and Proxies...................................         5
   Section 2.07 Presiding Officer of Meetings........................         5
   Section 2.08 Secretary of Meetings................................         6
   Section 2.09 Action in Lieu of Meeting............................         6
ARTICLE 3 BOARD OF DIRECTORS.........................................         6
   Section 3.01 Powers...............................................         6
   Section 3.02 Number; Election; Qualification; Term................         6
   Section 3.03 Vacancies............................................         8
   Section 3.04 Place of Meetings....................................         8
   Section 3.05 Annual Meeting.......................................         8
   Section 3.06 Regular Meetings.....................................         8
   Section 3.07 Special Meetings.....................................         8
   Section 3.08 Organization.........................................         9
   Section 3.09 Quorum...............................................         9
   Section 3.10 Vote.................................................         9
   Section 3.11 Action in Lieu of a Meeting..........................         9
   Section 3.12 Conference Call Meeting..............................         9
   Section 3.13 Removal of Director..................................         9
   Section 3.14 Chairman of the Board................................         9
ARTICLE 4 COMMITTEES.................................................         9
   Section 4.01 Committees of the Board..............................        10
   Section 4.02 Procedures; Minutes of Meetings......................        10
ARTICLE 5 OFFICERS...................................................        10
   Section 5.01 General..............................................        10
   Section 5.02 Powers and Duties....................................        10
   Section 5.03 Term of Office; Removal and Vacancy..................        10
   Section 5.04 Chairman of the Board................................        10
   Section 5.05 Chief Executive Officer..............................        11
   Section 5.06 President............................................        11
   Section 5.07 Secretary............................................        11
   Section 5.08 Treasurer............................................        12

<PAGE>

ARTICLE 6 CAPITAL STOCK..............................................        12
   Section 6.01 Certificates of Stock................................        12
   Section 6.02 Transfer of Stock....................................        12
   Section 6.03 Ownership of Stock...................................        12
   Section 6.04 Lost, Stolen, or Destroyed Certificates..............        13
ARTICLE 7 MISCELLANEOUS..............................................        13
   Section 7.01 Corporate Seal.......................................        13
   Section 7.02 Fiscal Year..........................................        13
ARTICLE 8 INDEMNIFICATION; TRANSACTIONS WITH INTERESTED PERSONS......        13
   Section 8.01 Indemnification......................................        13
   Section 8.02 Transactions With Interested Persons.................        13
ARTICLE 9 NOTICES....................................................        14
   Section 9.01 Notice...............................................        14
   Section 9.02 Waiver...............................................        14
ARTICLE 10 AMENDMENT.................................................        15

<PAGE>

                               PRIME RETAIL, INC.

                           SECOND AMENDED AND RESTATED
                                     BY-LAWS



                           adopted as of April 9, 1999


                                   ARTICLE 1
                                    OFFICES


     Prime Retail, Inc. (the  "Corporation")  shall maintain a registered office
in the State of  Maryland  as required  by law.  The  Corporation  may also have
offices at other places, within or without the State of Maryland as the business
of the Corporation may require.

                                   ARTICLE 2
                                  STOCKHOLDERS

     Section 2.01 ....Place of Meetings . Meetings of stockholders shall be held
at such place,  within or without the State of  Maryland,  but within the United
States, as the Board of Directors designates.

     Section 2.02  ....Annual  Meeting . The annual meeting of the  stockholders
shall be held on a date during the thirty-one  (31) day period  beginning May 10
and at such time as the Board of Directors may from time to time  designate.  At
each annual  meeting,  stockholders  entitled to vote shall elect the members of
the Board of  Directors  and  transact  such other  business  as may be properly
brought before the meeting in accordance with the Amended and Restated  Articles
of  Incorporation  of the Corporation  (the  "Articles")  and, to the extent not
inconsistent therewith, notice procedures specified in Section 2.04 below.

     Section 2.03 ....Special Meetings . Special meetings of stockholders may be
called  by the  Chairman  of the Board of  Directors  and shall be called by the
Chairman of the Board of Directors or the Secretary at the request in writing of
the Board of  Directors.  Except as may  otherwise be provided in the  Articles,
special meetings of the stockholders  shall also be called by the Secretary upon
the  request  in writing of the  holders of shares  entitled  to cast 50 percent
(50%) or more of all of the votes  entitled  to be cast at the  meeting.  Such a
request  shall state the purpose or  purposes  of the  proposed  meeting and the
stockholders  who make the request shall pay the  reasonably  estimated  cost of
preparing and mailing the notice of the meeting prior to its being sent.
<PAGE>

Section 2.04  ....Notice of Stockholder Meetings .


     (a) Required Notice.  Written notice stating the place, day and hour of any
annual or special  stockholder meeting shall be delivered not less than ten (10)
nor more than sixty (60) days before the date of the meeting,  either personally
or by mail, by or at the direction of the Chairman,  the Board of Directors,  or
other persons  calling the meeting,  to each  stockholder of record  entitled to
vote at such  meeting  and to any other  stockholder  entitled  by the  Maryland
General  Corporation  Law as from time to time in  effect  (the  "MGCL")  or the
Articles  to  receive  notice  of the  meeting.  Notice  shall be  deemed  to be
effective  at the  earlier of: (i) when  deposited  in the United  States  mail,
addressed to the  stockholder at his address as it appears on the stock transfer
books of the Corporation,  with postage thereon prepaid;  (ii) on the date shown
on the return  receipt if sent by registered or certified  mail,  return receipt
requested,  and the  receipt is signed by or on behalf of the  addressee;  (iii)
when received; or (iv) five (5) days after deposit in the United States mail, if
mailed  postpaid and correctly  addressed to an address other than that shown in
the Corporation's current record of stockholders.  

     (b)  Adjourned  Meeting.  If any  stockholder  meeting  is  adjourned  to a
different date, time, or place,  notice need not be given of the new date, time,
and place,  if the new date,  time, and place is announced at the meeting before
adjournment.  But if a new record date for the  adjourned  meeting is or must be
fixed then notice must be given pursuant to the requirements of paragraph (a) of
this Section 2.04, to those  persons who are  stockholders  as of the new record
date.

     (c) Waiver of Notice. A stockholder may waive notice of the meeting (or any
notice  required by the MGCL,  the  Articles,  or these  By-laws),  by a writing
signed by the  stockholder  entitled to the notice,  which is  delivered  to the
Corporation  (either before or after the date and time stated in the notice) for
inclusion in the minutes or filing with the corporate records.

A stockholder's attendance at a meeting:

          (1)  waives  objection  to lack of notice or  defective  notice of the
     meeting unless the  stockholder at the beginning of the meeting  objects to
     holding the meeting or transacting  business at the meeting;  or 

          (2) waives objection to  consideration  of a particular  matter at the
     annual meeting that is not within the purpose or purposes  described in the
     meeting notice,  unless the  stockholder  objects to considering the matter
     when it is  presented.  
<PAGE>

          (d) Contents of Notice. The notice of each special stockholder meeting
     shall  include a  description  of the  purpose  or  purposes  for which the
     meeting is called. Except as provided in Section 2.04(e), or as provided in
     the Articles, or otherwise in the MGCL, the notice of an annual stockholder
     meeting need not include a description of the purpose or purposes for which
     the meeting is called.

          (e) Notice of Business. Notwithstanding anything else in these By-laws
     to the  contrary,  no business may be  transacted  at an annual  meeting of
     stockholders,  other  than  business  that is either (i)  specified  in the
     notice of meeting (or any supplement  thereto) given by or at the direction
     of the Board of Directors (or any duly authorized committee thereof),  (ii)
     otherwise properly brought before the annual meeting by or at the direction
     of the Board of Directors  (or any duly  authorized  committee  thereof) or
     (iii)  otherwise   properly  brought  before  the  annual  meeting  by  any
     stockholder  of the  Corporation  (A) who is a stockholder of record on the
     date of the giving of the notice  provided  for in this Section 2.04 and on
     the record date for the  determination of stockholders  entitled to vote at
     such annual  meeting and (B) who complies  with the notice  procedures  set
     forth in the Articles and, to the extent not inconsistent  therewith,  this
     Section 2.04.

     In  addition  to any other  applicable  requirements,  for  business  to be
properly  brought before an annual meeting of the stockholders by a stockholder,
such stockholder must have given timely notice thereof in proper written form to
the Secretary of the Corporation.

     To be timely, a stockholder's  notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less  than  sixty  (60)  days  nor  more  than  ninety  (90)  days  prior to the
anniversary  date of the immediately  preceding  annual meeting of stockholders;
provided,  however, that in the event that the annual meeting of stockholders is
called  for a date that is not  within  thirty  (30) days  before or after  such
anniversary  date,  notice by the  stockholder  in order to be timely must be so
received not later than the close of business on the tenth (10th) day  following
the day on which such notice of the date of the annual  meeting of  stockholders
was  mailed or such  public  disclosure  of the date of the  annual  meeting  of
stockholders was made, whichever first occurs.

     To be in proper written form, a stockholder's  notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the annual
meeting of stockholders  (i) a brief  description of the business  desired to be
brought before the annual meeting of stockholders and the reasons for conducting
such business at the annual  meeting of  stockholders,  (ii) the name and record
address of such  stockholder,  (iii) the class or series and number of shares of
capital stock of the  Corporation  which are owned  beneficially or of record by
such  stockholder,  (iv) a description  of all  arrangements  or  understandings
between such stockholder and any other person or persons (including their names)
in  connection  with the proposal of such business by such  stockholder  and any
material  interest of such stockholder in such business and (v) a representation
that such  stockholder  intends  to  appear in person or by proxy at the  annual
meeting of stockholders to bring such business before the meeting.
<PAGE>

     No business shall be conducted at the annual meeting of stockholders except
business  brought before such annual  meeting in accordance  with the procedures
set forth in the Articles and, to the extent not  inconsistent  therewith,  this
Section 2.04; provided,  however,  that, once business has been properly brought
before the annual meeting of stockholders  in accordance  with such  procedures,
nothing in this  Section  2.04  shall be deemed to  preclude  discussion  by any
stockholder  of any such  business.  If the  Chairman  of an annual  meeting  of
stockholders determines that business was not properly brought before the annual
meeting  of  stockholders  in  accordance  with the  foregoing  procedures,  the
Chairman shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted.

     Section  2.05 Quorum . The  holders,  present in person or  represented  by
proxy,  of 50 percent  (50%) plus one (1) or more of the issued and  outstanding
shares of capital  stock  entitled to be voted at a meeting  shall  constitute a
quorum for the transaction of business at the meeting.  If less than a quorum is
present,  the holders of a majority of such shares whose  holders are so present
or represented may from time to time adjourn the meeting to another place, date,
or hour  until a quorum  is  present,  whereupon  the  meeting  may be held,  as
adjourned, without further notice except as required by law or by Section 2.04.

     Section  2.06 Voting and Proxies . When a quorum is present at a meeting of
the stockholders, the vote of the holders of a majority of the shares of capital
stock entitled to be voted whose holders are present in person or represented by
proxy shall decide any question brought before the meeting,  unless the question
is one upon which,  by express  provision  of law or of the Articles or of these
By-laws,  a  different  vote  is  required.  Unless  otherwise  provided  in the
Articles, each stockholder shall at a meeting of the stockholders be entitled to
one (1) vote in person or by proxy for each share of capital  stock  entitled to
be voted held by such  stockholder.  To be valid,  a proxy must be  executed  in
writing by the  stockholder  or by his duly  authorized  attorney-in-fact.  Such
proxy shall be filed with the  Secretary  of the  Corporation  or other  persons
authorized  to tabulate  votes  before or at the time of the  meeting.  No proxy
shall be valid after  eleven (11) months from the date of its  execution  unless
otherwise provided in the proxy. At a meeting of the stockholders, all questions
relating to the  qualifications  of voters,  the  validity  of proxies,  and the
acceptance  or rejection of votes shall be decided by the  presiding  officer of
the meeting.  

     Section 2.07  Presiding  Officer of Meetings . The Chairman of the Board of
Directors,  or in his absence the Chief Executive Officer,  shall preside at all
meetings of the  stockholders.  In the absence of the  Chairman of the Board and
the Chief Executive  Officer,  the President shall preside at such meetings.  In
the absence of the Chairman of the Board,  the Chief  Executive  Officer and the
President,  the  presiding  officer shall be elected by vote of the holders of a
majority of the shares of capital  stock  entitled to be voted whose holders are
present in person or represented by proxy at the meeting. 
<PAGE>

     Section 2.08 Secretary of Meetings . The Secretary of the Corporation shall
act as  secretary  of all  meetings of the  stockholders.  In the absence of the
Secretary,  the presiding  officer of the meeting shall appoint any other person
to act as secretary of the meeting.

     Section  2.09 Action in Lieu of Meeting . Any action  required or permitted
to be taken at any annual or special  meeting of the  stockholders  may be taken
without a meeting,  without  prior  notice and  without a vote,  if  consents in
writing,  setting  forth the action so taken,  are signed by the  holders of all
shares entitled to be voted thereon.

                                   ARTICLE 3
                               BOARD OF DIRECTORS

     Section  3.01  Powers . The  business of the  Corporation  shall be managed
under the  direction of the Board of  Directors,  which shall  exercise all such
powers of the  Corporation  and do all such lawful acts and things as are not by
law or by the Articles or by these By-laws  directed or required to be exercised
or done by the stockholders.

Section 3.02       Number; Election; Qualification; Term .

     (a) The  Board  of  Directors  shall  consist  of that  number  of  members
determined by the Board of Directors,  but in no event less than three. The term
of office of a Director  shall not be affected by any decrease in the authorized
number of Directors.

     (b)  Until the  first  annual  meeting  of the  stockholders,  the Board of
Directors shall consist of the persons named as the Directors of the Corporation
by the  incorporator  in the Articles.  At the first annual  meeting and at each
subsequent  annual meeting of the  stockholders,  the  stockholders  shall elect
Directors to serve until the next annual  meeting,  subject to the Articles and,
to the extent not inconsistent therewith,  the notification procedures set forth
in Section 3.02(e) below. The number of Directors shall in no event be less than
three.

     (c) Unless by the terms of the action  pursuant to which he was elected any
special  condition  or  conditions  must be  fulfilled  in  order  for him to be
qualified,  a person  elected as a Director  shall be deemed to be qualified (i)
upon his receipt of notice of election and his indication of acceptance  thereof
or (ii) upon the expiration of ten days after notice of election is given to him
without his having given notice of inability or unwillingness to serve.

     (d) The Directors  shall be classified,  with respect to the time for which
they severally hold office, into three (3) classes, as nearly equal in number as
possible.  One class  shall be  originally  elected  for a term  expiring at the
annual  meeting  of  stockholders  to be held in 1999.  Another  class  shall be
originally  elected for a term expiring at the annual meeting of stockholders to
be held in 2000.  Another class shall be originally  elected for a term expiring
at the annual meeting of  stockholders  to be held in 2001. Each class will hold
office until its successors are elected and qualified. Except as provided in the
Articles,  at each annual meeting of the  stockholders of the  Corporation,  the
successors of the class of directors whose terms expire at that meeting shall be
elected to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election.  Directors need not
be stockholders of the Corporation.
<PAGE>

     (e) Only  persons  who are  nominated  in  accordance  with  the  following
procedures  shall be eligible  for  election as  directors  of the  Corporation,
except as may be otherwise provided in the Articles with respect to the right of
holders of preferred  stock of the Corporation to nominate and elect a specified
number of  directors  in  certain  circumstances.  Nominations  of  persons  for
election  to the  Board  of  Directors  may be made  at any  annual  meeting  of
stockholders,  or at any special meeting of stockholders  called for the purpose
of electing directors,  (i) by or at the direction of the Board of Directors (or
any  duly  authorized  committee  thereof)  or  (ii) by any  stockholder  of the
Corporation  (A) who is a stockholder of record on the date of the giving of the
notice  provided  for in  this  Section  3.02  and on the  record  date  for the
determination  of  stockholders  entitled  to vote at such  meeting  and (B) who
complies with the  applicable  provisions of the Articles and, to the extent not
inconsistent therewith, the notice procedures set forth in this Section 3.02.

     In addition to any other  applicable  requirements,  for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.

     To be timely, a stockholder's  notice to the Secretary must be delivered to
or mailed and received at the principal  executive office of the Corporation (a)
in the case of an annual meeting of stockholders,  not less than sixty (60) days
nor more than ninety (90) days prior to the anniversary  date of the immediately
preceding annual meeting of stockholders;  provided,  however, that in the event
that the annual meeting of  stockholders is called for a date that is not within
thirty  (30)  days  before  or  after  such  anniversary  date,  notice  by  the
stockholder  in order to be timely must be so received  not later than the close
of business on the tenth  (10th) day  following  the day an which such notice of
the date of the  annual  meeting  of  stockholders  was  mailed  or such  public
disclosure of the date of the annual meeting of stockholders was made, whichever
first occurs;  and (b) in the case of a special meeting of  stockholders  called
for the purpose of electing  directors,  not later than the close of business on
the  tenth  (10th)  day  following  the day on which  notice  of the date of the
special meeting of stockholders  was mailed or public  disclosure of the date of
the special meeting of stockholders was made, whichever first occurs.

     To be in proper written form, a stockholder's  notice to the Secretary must
set forth (a) as to each person whom the  stockholder  proposes to nominate  for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal  occupation or employment of the person, (iii)
the class or series  and number of shares of  capital  stock of the  Corporation
which are owned  beneficially  or of  record  by the  person  and (iv) any other
information  relating to the person that would be required to be  disclosed in a
proxy  statement  or  other  filings  required  to be  made in  connection  with
solicitations of proxies for
<PAGE>

election of directors  pursuant to Section 14 of the Securities  Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder;  and (b) as to the  stockholder  giving  the notice (i) the name and
record  address  of such  stockholder,  (ii) the class or series  and  number of
shares of capital stock of the  Corporation  which are owned  beneficially or of
record  by  such  stockholder,  (iii)  a  description  of  all  arrangements  or
understandings  between such stockholder and each proposed nominee and any other
person or persons  (including  their names) pursuant to which the  nomination(s)
are to be made by such stockholder,  (iv) a representation that such stockholder
intends to appear in person or by proxy at the meeting to  nominate  the persons
named in its notice and (v) any other  information  relating to such stockholder
that would be required to be  disclosed in a Proxy  statement  or other  filings
required to be made in connection with  solicitations of proxies for election of
directors  pursuant  to  Section  14 of the  Exchange  Act  and  the  rules  and
regulations promulgated thereunder. Such notice must be accompanied by a written
consent of each  proposed  nominee to being named as a nominee and to serve as a
director if elected.

     No person shall be eligible  for election as a director of the  Corporation
unless  nominated in accordance  with the  procedures  set forth in this Section
3.02. If the presiding  officer of the meeting  determines that a nomination was
not made in accordance  with the  foregoing  procedures,  the presiding  officer
shall  declare  to the  meeting  that  the  nomination  was  defective  and such
defective nomination shall be disregarded.

     Section  3.03  Vacancies  .  Whenever   between  annual   meetings  of  the
stockholders  any vacancy  exists in the Board of  Directors by reason of death,
resignation,  removal,  or increase in the  authorized  number of Directors,  or
otherwise, it shall be filled as provided in the Articles.

     Section 3.04 Place of Meetings . Any meeting of the Board of Directors  may
be held either within or without the State of Maryland.

     Section 3.05 Annual Meeting . There shall be an annual meeting of the Board
of  Directors  for the election of officers  and the  transaction  of such other
business as may be brought  before the meeting.  The annual meeting of the Board
shall be held  immediately  following the annual meeting of the  stockholders or
any  adjournment  thereof,  at  the  place  where  the  annual  meeting  of  the
stockholders  was held or at such other place as a majority of the Directors who
are then present  determine.  If the annual  meeting is not so held, it shall be
called and held in the manner provided herein for special  meetings of the Board
or conducted pursuant to Section 3.11.

     Section 3.06 Regular Meetings . Regular meetings of the Board of Directors,
other  than the annual  meeting,  may be held  without  notice at such times and
places as the Board may have fixed by resolution.

     Section 3.07 Special  Meetings . Special meetings of the Board of Directors
may be called by the Chairman of the Board,  the Chief Executive  Officer or the
President and shall be called on the written  request of any Director.  Not less
than one day's notice of a special  meeting  shall be given by the  Secretary to
each Director.
<PAGE>

     Section 3.08  Organization . Every meeting of the Board of Directors  shall
be  presided  over by the  Chairman  of the Board or in his absence by the Chief
Executive  Officer.  In the  absence of the  Chairman of the Board and the Chief
Executive Officer, the President shall preside at such meetings.  In the absence
of the Chairman of the Board, the Chief Executive  Officer and the President,  a
presiding  officer shall he chosen by a majority of the Directors  present.  The
Secretary of the  Corporation  shall act as  secretary  of the  meeting.  In his
absence the presiding  officer shall appoint  another person to act as secretary
of the meeting.  

     Section  3.09 Quorum . The  presence of a majority or more of the number of
Directors fixed by Section 3.02(a) shall be necessary to constitute a quorum for
the transaction of business at a meeting of the Board of Directors. If less than
a quorum is present,  a majority of the Directors  present may from time to time
adjourn  the  meeting  to  another  time or  place  until a quorum  is  present,
whereupon the meeting may be held, as adjourned, without further notice.

     Section 3.10 Vote . The act of a majority of the  Directors  present at any
meeting at which there is a quorum  shall be the act of the Board of  Directors,
except as may be otherwise  specifically provided by law, by the Articles, or by
these  By-laws.  Where a vote of the  Directors  present  results in a tie,  the
action proposed shall not constitute an act of the Board of Directors.

     Section 3.11 Action in Lieu of a Meeting . 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 the members of the Board or committee, as the
case may be, unanimously consent thereto in writing, and the writing or writings
are filed with the minutes of the proceedings of the Board or committee.

     Section 3.12 Conference Call Meeting . Members of the Board of Directors or
of any committee thereof may participate in a meeting of the Board or committee,
as the case may be, by means of conference  telephone or similar  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other, and such  participation  in a meeting shall  constitute  presence in
person at the meeting.

     Section  3.13  Removal  of  Director  . All  Directors  shall be subject to
removal in the manner provided in the Articles.

     Section 3.14  Chairman of the Board . The Board of  Directors  may choose a
Chairman of the Board who shall,  if  present,  preside at meetings of the Board
and of the  stockholders.  The  Chairman  of the Board may be an  officer of the
Corporation elected pursuant to Article 5.

                                   ARTICLE 4
                                   COMMITTEES
<PAGE>

     Section  4.01  Committees  of the Board . The Board of  Directors  may,  by
resolution  passed by a majority of the  Directors in office,  establish  one or
more committees,  each committee to consist of one or more of the Directors. The
Board may designate one or more Directors as alternate members of any committee,
who may replace any absent or  disqualified  member or members at any meeting of
the committee.  Any such committee,  to the extent provided in the resolution of
the Board,  shall have and may exercise all the power and authority of the Board
for direction and  supervision  of the management of the business and affairs of
the Corporation,  and may authorize the seal of the Corporation to be affixed to
all papers that may require it. No such committee,  however, shall have power or
authority in reference  to (i)  amending  the  Articles or these  By-laws;  (ii)
approving  any  merger or share  exchange  which  does not  require  stockholder
approval;  (iii)  recommending  to the  stockholders  any action which  requires
stockholder  approval;  (iv) declaring a dividend or a distribution with respect
to stock;  and (v) issuing any stock other than as permitted by Section 2-411(b)
of the MGCL.

     Section  4.02  Procedures;  Minutes  of  Meetings  . Each  committee  shall
determine its rules with respect to notice,  quorum,  voting,  and the taking of
action,  provided  that such rules shall be  consistent  with law,  the rules in
these By-laws  applicable to the Board of Directors,  and the  resolution of the
Board  establishing the committee.  Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.

                                   ARTICLE 5
                                    OFFICERS

     Section 5.01  General . The Board of Directors  shall elect the officers of
the  Corporation,  which  shall  include the  Chairman  of the Board,  the Chief
Executive  Officer,  a  President,  a Treasurer  and a Secretary  and such other
officers as in the Board's opinion are desirable for the conduct of the business
of the  Corporation.  Any two or more  offices  may be held by the  same  person
except that the  President,  if there shall be more than one officer,  shall not
also hold the office of Vice-President or Secretary.

     Section  5.02 Powers and Duties . Each of the  officers of the  Corporation
shall, unless otherwise ordered by the Board of Directors,  have such powers and
duties as generally  pertain to his respective office as well as such powers and
duties as from time to time may be conferred upon him by the Board.

     Section 5.03 Term of Office;  Removal and Vacancy . Each officer shall hold
his office  until his  successor  is elected and  qualified or until his earlier
resignation  or removal and shall be subject to removal with or without cause at
any time by the affirmative  vote of a majority of the Directors in office.  Any
vacancy  occurring in any office of the Corporation shall be filled by the Board
of Directors.

     Section  5.04  Chairman  of the Board . The  Chairman  of the  Board  shall
supervise and direct the Chief Executive  Officer and the President,  subject to
the control of the Board of  Directors.  He shall preside at all meetings of the
stockholders and of the Board
<PAGE>

of Directors. He may sign, with the secretary or any other proper officer of the
Corporation authorized by the Board of Directors, certificates for shares of the
Corporation,  and deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed,  except in cases where the
signing and  execution  thereof  shall be  expressly  delegated  by the Board of
Directors or by those By-laws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise  signed or executed;  and in general
shall  perform  all duties  incident  to the office of Chairman of the Board and
such other duties as may be  prescribed  by the Board of Directors  from time to
time.

     Section 5.05 Chief Executive Officer . The Chief Executive Officer shall be
the principal  executive  officer of the Corporation and, subject to the control
of the Board of Directors,  shall in general  supervise the business and affairs
of the  Corporation.  He shall,  in the  absence of the  Chairman  of the Board,
preside at all meetings of the stockholders  and the Board of Directors.  He may
sign,  with  the  secretary  or any  other  proper  officer  of the  Corporation
authorized by the Board of Directors, certificates for shares of the Corporation
(as  a  supernumerary)  and  deeds,   mortgages,   bonds,  contracts,  or  other
instruments  which the Board of Directors has authorized to be executed,  except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by those By-laws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general  shall perform all duties  incident to the office of Chief  Executive
Officer and such other  duties as may be  prescribed  by the Board of  Directors
from time to time.

     Section 5.06  President . The President  shall be the  principal  operating
officer  of the  Corporation  and,  subject  to the  control  of  the  Board  of
Directors,   shall  in  general   supervise  the  business   operations  of  the
Corporation. He shall, in the absence of the Chairman of the Board and the Chief
Executive Officer,  preside at all meetings of the stockholders and of the Board
of Directors. He may sign, with the secretary or any other proper officer of the
Corporation authorized by the Board of Directors, certificates for shares of the
Corporation and deeds,  mortgages,  bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed,  except in cases where the
signing and  execution  thereof  shall be  expressly  delegated  by the Board of
Directors or by those By-laws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise  signed or executed;  and in general
shall  perform  all duties  incident to the office of  President  and such other
duties as may be prescribed by the Board of Directors from time to time.

     Section 5.07 Secretary . The Secretary  shall:  (a) keep the minutes of the
proceedings  of the  stockholders  and of the Board of  Directors in one or more
books  provided  for that  purpose;  (b) see that all  notices are duly given in
accordance  with the  provisions  of these By-laws or as required by law; (c) be
custodian of the  corporate  records and of any seal of the  Corporation  and if
there is a seal of the Corporation,  see that it is affixed to all documents the
execution  of  which  on  behalf  of the  Corporation  under  its  seal  is duly
authorized;  (d) when  requested  or required,  authenticate  any records of the
Corporation;  (e) keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder; (f) sign with the
President, a

<PAGE>

Vice-President  or the  Chairman  of the Board,  certificates  for shares of the
Corporation,  the issuance of which shall have been  authorized by resolution of
the Board of Directors;  (g) have general  charge of the stock transfer books of
the Corporation; and (h) in general perform all duties incident to the office of
secretary  and such other  duties as from time to time may be assigned to him by
the President or by the Board of Directors.

     Section 5.08 Treasurer . The Treasurer  shall:  (a) have charge and custody
of and be  responsible  for all funds and  securities  of the  Corporation;  (b)
receive and give receipts for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name of the Corporation in
such banks,  trust companies,  or other depositaries as shall be selected by the
Board of Directors;  (c) in general,  perform all of the duties  incident to the
office of  treasurer  and such other duties as from time to time may be assigned
to him by the  President  or by the  Board of  Directors;  and (d) sign with the
President, a Vice-President or the Chairman of the Board certificates for shares
of the  Corporation,  the  issuance  of which  shall  have  been  authorized  by
resolution of the Board of Directors. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine.

                                    ARTICLE 6
                                 CAPITAL STOCK


     Section 6.01  Certificates  of Stock .  Certificates  for shares of capital
stock of the  Corporation  shall be in such form as the Board of  Directors  may
from  time  to  time  prescribe  and  shall  be  signed  by  the  President,   a
Vice-President  or the Chairman of the Board and countersigned by the Secretary,
the  Treasurer,  an Assistant  Secretary or an  Assistant  Treasurer.  The Chief
Executive  Officer may also sign certificates for shares of capital stock of the
Corporation  as a  supernumerary.  Any or  each  of the  signatures  on a  stock
certificate,  including  that  of any  transfer  agent  or  registrar,  may be a
facsimile. If 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 the  certificate is issued,  the
certificate  may be issued  by the  Corporation  with the same  effect as if the
officer,  transfer  agent,  or registrar were the officer,  transfer  agent,  or
registrar at the date of issuance.

     Section 6.02 Transfer of Stock . Shares of stock of the  Corporation  shall
be  transferable  on the books of the  Corporation  only by the holder of record
thereof,  in  person  or  by  duly  authorized  attorney,   upon  surrender  and
cancellation of a certificate or certificates for a like number of shares,  with
an assignment or power of transfer endorsed thereon or delivered therewith, duly
executed,  and with  such  proof of the  authenticity  of the  signature  and of
authority to transfer,  and of payment of transfer  taxes, as the Corporation or
its agents may require.

     Section  6.03  Ownership  of Stock . The  Corporation  shall be entitled to
treat the holder of record of any share or shares of stock as the owner  thereof
in fact and shall not be bound to recognize  any  equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it has express or other notice thereof,  except as otherwise  expressly provided
by law.
<PAGE>

     Section  6.04  Lost,  Stolen,  or  Destroyed  Certificates  . In  case  any
certificate  for stock of the  Corporation is lost,  stolen,  or destroyed,  the
Corporation may require such proof of the fact and such indemnity to be given to
it, to its transfer agent, or to its registrar,  if any, as deemed  necessary or
advisable by it.

                                   ARTICLE 7
                                 MISCELLANEOUS


     Section 7.01 Corporate Seal . The seal of the Corporation shall be circular
in form and shall contain the name of the Corporation and the word "Maryland".

     Section 7.02 Fiscal Year . The Board of Directors  shall have power to fix,
and from time to time to change, the fiscal year of the Corporation.

                                   ARTICLE 8
              INDEMNIFICATION; TRANSACTIONSWITH INTERESTED PERSONS

     Section 8.01  Indemnification  . The Corporation  shall  indemnify,  to the
fullest extent  permitted by Maryland law, as applicable  from time to time, all
persons who at any time were or are directors cr officers of the Corporation for
any threatened,  pending or completed action, suit or proceeding (whether civil,
criminal,  administrative  or  investigative)  relating to any action alleged to
have been taken or omitted in such  capacity as a director  or an  officer.  The
Corporation shall pay or reimburse all reasonable expenses incurred by a present
or  former  director  or  officer  of the  Corporation  in  connection  with any
threatened,  pending or completed  action,  suit or  proceeding  whether  civil,
criminal,  administrative  or  investigative)  in which  the  present  or former
director  or officer is a party,  in  advance  of the final  disposition  of the
proceeding,  to the fullest  extent  permitted  by, and in  accordance  with the
applicable  requirements  of, Maryland law, as applicable from time to time. The
Corporation  may indemnify  any other  persons  permitted but not required to be
indemnified  by Maryland  law, as  applicable  from time to time,  if and to the
extent  indemnification is authorized and determined to be appropriate,  in each
case in accordance with applicable law, by the Board of Directors,  the majority
of the stockholders of the Corporation entitled to vote thereon or special legal
counsel  appointed by the Board of  Directors.  No amendment of these By-laws of
the Corporation or repeal of any of its provisions  shall limit or eliminate any
of the benefits  provided to directors  and officers  under this Section 8.01 in
respect of any act or omission that occurred prior to such amendment or repeal.

     Section  8.02  Transactions  With  Interested  Persons  .  No  contract  or
transaction  between the  Corporation  and any of its Directors or officers,  or
between the Corporation and any other corporation,  partnership, association, or
other  organization  in which any of its  Directors or officers is a director or
officer or has a financial  interest,  shall be void or voidable solely for that
reason, or

<PAGE>

solely  because  the  Director or officer is present at or  participates  in the
meeting of the Board of Directors or committee  thereof at which the contract or
transaction  is  authorized  or  solely  because  his vote is  counted  for such
purpose, if:

     (a) the  material  facts as to his  relationship  or interest and as to the
contract or transaction  are disclosed or are known to the Board of Directors or
the committee, and the Board of Directors or committee in good faith approves or
ratifies the contract or  transaction by the  affirmative  vote of a majority of
the disinterested  Directors,  even though the disinterested  Directors are less
than a quorum;

     (b) the  material  facts as to his  relationship  or interest and as to the
contract or transaction are disclosed or are known to the stockholders  entitled
to vote thereon,  and the contract or  transaction is  specifically  approved in
good faith by a majority of the votes cast by such  stockholders  other than the
votes of shares  owned of record or  beneficially  by the  interested  Director,
officer, corporation, firm or other activity; or

     (c)  the  contract  or  transaction  is  fair  and  reasonable  as  to  the
Corporation as of the time it is authorized,  approved, or ratified by the Board
of Directors, a committee thereof, or the stockholders entitled to vote thereon.

                                   ARTICLE 9
                                    NOTICES

     Section  9.01 Notice . Whenever  notice is required or  permitted  by these
By-laws to be given to any person, it may be either (a) oral and communicated in
person,  by  telephone,  or  by  radio,  television,  or  other  form  of  voice
communication,  effective  upon  receipt by the  person,  or (b) in writing  and
communicated by being delivered by hand, by mail, or by telegraph,  teletype, or
other form of record communication,  effective upon receipt by the person or, if
earlier,  upon  delivery  at his  address as  registered  in the  records of the
Corporation for purposes of notice-giving ("notice address");  provided that (i)
notice of a meeting of the stockholders shall be in writing,  and (ii) a written
notice,  if mailed  postpaid and  correctly  addressed to a person at his notice
address,  shall be effective three business days after its deposit by the sender
in the United States mail.

     Section 9.02 Waiver . Whenever any notice is required to be given under the
provisions of law or of the Articles or of these  By-laws,  a waiver  thereof in
writing,  signed by the person or persons entitled to the notice, whether before
or after the time stated therein, shall be deemed equivalent thereto. Attendance
at a meeting for which notice is required  shall be deemed waiver of such notice
unless such attendance is for the purpose of objecting,  at the beginning of the
meeting,  to the  transaction  of business on the ground that the meeting is not
lawfully called or convened.


<PAGE>
                                   ARTICLE 10
                                   AMENDMENT

     These By-laws may be amended or repealed, or new By-laws may be adopted, by
the  stockholders at any meeting of the  stockholders by the affirmative vote of
the holders of a majority of the voting power of all the shares of capital stock
of the  Corporation  entitled to vote  generally in the  election of  Directors,
voting  together as a class or pursuant to Section 2.09 of these By-laws,  or by
the Board of  Directors  at any meeting of the Board of Directors or pursuant to
Section 3.11 of these By-laws;  provided that the  stockholders and the Board of
Directors may not amend or repeal (i) this Article 10, Sections  3.02(d) or 3.13
except by the  affirmative  vote of two-thirds of the aggregate  number of votes
then  entitled to be cast  generally in the  election of Directors  and (ii) any
part of these By-laws that has been adopted by the  stockholders  except by vote
of the holders of a majority of the  aggregate  number of votes then entitled to
be cast thereon.