EXHIBIT 3.6


                        AMENDED AND RESTATED BYLAWS
                                     OF
                           QUADRAMED CORPORATION
                          (a Delaware corporation)


                          ARTICLE 1 STOCKHOLDERS

         1.1 Place of Meetings. All meetings of stockholders shall be held
at such place within or without the State of Delaware as may be designated
from time to time by the Board of Directors or the President or, if not so
designated, at the registered office of the corporation.

         1.2 Annual Meeting. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as
may, properly be brought before the meeting shall be held each year
beginning in the calendar year 1997 on such date and at such time as the
Board of Directors determines. If this date shall fall upon a legal holiday
at the place of the meeting, then such meeting shall be held on the next
succeeding business day at the same hour. If no annual meeting is held in
accordance with the foregoing provisions, the Board of Directors shall
cause the meeting to be held as soon thereafter as convenient.

         1.3 Special Meeting. Special meetings of stockholders may be
called only in accordance with Article SIXTH of the Certificate of
Incorporation as it may be amended from time to time (the "Certificate of
Incorporation").

         1.4 Notice of Meetings. Except as otherwise provided by law,
written notice of each meeting of stockholders, whether annual or special,
shall be given not less than 10 nor more than 60 days before the date of
the meeting to each stockholder entitled to vote at such meeting. The
notices of all meetings shall state the place, date and hour of the
meeting. The notice of a special meeting shall state, in addition, the
purpose or purposes for which the meeting is called. If mailed, notice is
given when deposited in the United States mail, postage prepaid, directed
to the stockholder at his address as it appears on the records of the
corporation.

         1.5 Voting List. The officer who has charge of the stock ledger of
the corporation shall prepare, at least 10 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 of each
stockholder 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 10 days prior to the meeting, at a place within the
city 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 of the
meeting, and may be inspected by any stockholder who is present.

         1.6 Quorum. Except as otherwise provided by law, the Certificate
of Incorporation or these Bylaws, the holders of a majority of the shares
of the capital stock of the corporation issued and outstanding and entitled
to vote at the meeting, present in person or represented by proxy, shall
constitute a quorum for the transaction of business.

         1.7 Adjournments. Any meeting of stockholders may be adjourned to
another time and to any other place at which a meeting of stockholders may
be held under these Bylaws by the stockholders present or represented at
the meeting and entitled to vote, although less than a quorum, or, if no
stockholder is present, by any officer entitled to preside at or to act as
Secretary of such meeting. It shall not be necessary to notify any
stockholder of any adjournment of less than 30 days if the time and place
of the adjourned meeting are announced at the meeting at which adjournment
is taken, unless after the adjournment a new record date is fixed for the
adjourned meeting. At the adjourned meeting, the corporation may transact
any business which might have been transacted at the original meeting.

         1.8 Voting and Proxies. Each stockholder shall have one vote for
each share of stock entitled to vote held of record by such stockholder and
a proportionate vote for each fractional share so held, unless otherwise
provided in the Certificate of Incorporation. Each stockholder of record
entitled to vote at a meeting of stockholders may vote in person or may
authorize another person or persons to vote or act for him by written proxy
executed by the stockholder or his authorized agent and delivered to the
Secretary of the corporation. No such proxy shall be voted or acted upon
after three years from the date of its execution, unless the proxy
expressly provides for a longer period.

         1.9 Action at Meeting. In all matters other than the election of
directors, when a quorum is present at any meeting, the holders of a
majority of the stock present or represented and entitled to vote on the
subject matter (or if there are two or more classes of stock entitled to
vote as separate classes, then in the case of each such class, the holders
of a majority of the stock of that class present or represented and
entitled to vote on the subject matter) shall decide any matter to be voted
upon by the stockholders at such meeting, except when a different vote is
required by express provision of law, the Certificate of Incorporation or
these Bylaws. Any election of directors by stockholders shall be determined
by a plurality of the votes cast by the stockholders entitled to vote at
the election.

         1.10 Advance Notice of Stockholder Nominees and Stockholder
Business.

         (a) 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 hereto) 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 must be
delivered to or mailed and received at the principal executive offices of
the corporation not later than the close of business on the 60th day nor
earlier than the close of business on the 90th day prior to the first
anniversary of the preceding year's annual meeting; provided, however, that
in the event that no annual meeting was held in the previous year or the
date of the annual meeting has been changed by more than 30 days from the
date contemplated at the time of the previous year's proxy statement,
notice by the stockholder to be timely must be so received not earlier than
the close of business on the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day prior to such
annual meeting or, in the event public announcement of the date of such
annual meeting is first made by the corporation fewer than 70 days prior to
the date of such annual meeting, the close of business on the 10th day
following the day on which public announcement of the date of such meeting
is first made by the corporation. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before
the annual meeting: (i) 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, (ii) the name and address, as they appear
on the corporation's books, of the stockholder proposing such business,
(iii) the class and number of shares of the corporation which are
beneficially owned by the stockholder, (iv) any material interest of the
stockholder in such business and (v) any other information that is required
to be provided by the stockholder pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), in his or her
capacity as a proponent to a stockholder proposal. Notwithstanding the
foregoing, in order to include information with respect to a stockholder
proposal in the proxy statement and form of proxy for a stockholder's
meeting, stockholders must provide notice as required by the regulations
promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to
the contrary, business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this paragraph (a). The
chairman of the annual meeting shall, if the facts warrant, determine and
declare at the meeting that business was not properly brought before the
meeting and in accordance with the provisions of this paragraph (a), and,
if he or she should so determine, such chairman shall so declare at the
meeting that any such business not properly brought before the meeting
shall not be transacted.

         (b) Only persons who are nominated in accordance with the
procedures set forth in this paragraph (b) 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 in the election of directors at the meeting
who complies with the notice procedures set forth in this paragraph (b).
Such nominations, other than those made by or at the direction of the Board
of Directors, shall be made pursuant to timely notice (as set forth in
paragraph (a) of this Section 1.10) in writing to the Secretary of the
corporation in accordance with the provisions of paragraph (b) of this
Section 1.10. Such stockholder's notice shall set forth (i) as to each
person, if any, whom the stockholder proposes to nominate for election or
re-election as a director: (A) the name, age, business address and
residence address of such person, (B) the principal occupation or
employment of such person, (C) the class and number of shares of the
corporation which are beneficially owned by such person, (D) a description
of all arrangements or understandings between the stockholder and each
nominee and any other person or persons (naming such person or persons)
pursuant to which the nominations are to be made by the stockholder, and
(E) 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 1934
Act (including without limitation such person's written consent to being
named in the proxy statement, if any, as a nominee and to serving as a
director if elected), and (ii) as to such stockholder giving notice, the
information required to be provided pursuant to paragraph (a) of this
Section 1.10. At the request of the Board of Directors, any person
nominated by a stockholder for election as a director shall furnish to the
Secretary of the corporation that information required to be set forth in
the stockholder's notice of nomination which pertains to the nominee. No
person shall be eligible for election as a director of the corporation
unless nominated in accordance with the procedures set forth in this
paragraph (b). The chairman of the meeting shall, if the facts warrant,
determine and declare at the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws, and if he or she
should so determine, such chairman shall so declare at the meeting, and the
defective nomination shall be disregarded.

         (c) For purposes of this Section 1.10, "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 1934 Act.

                            ARTICLE 2 DIRECTORS

         2.1 General Partners. The business and affairs of the corporation
shall be managed by or under the direction of a Board of Directors, who may
exercise all of the powers of the corporation except as otherwise provided
by law, the Certificate of Incorporation or these Bylaws. In the event of a
vacancy in the Board of Directors, the remaining directors, except as
otherwise provided by law, may exercise the powers of the full Board of
Directors until the vacancy is filled.

         2.2 Number; Election; Tenure and Qualification. The number of
Directors of the Corporation which shall constitute the whole Board shall
be eight (8), subject to amendment in accordance with Article FIFTH of the
Certificate of Incorporation. The Directors shall be classified and their
successors elected in accordance with Article SEVENTH of the Certificate of
Incorporation. Subject to the requirement of the Certificate of
Incorporation that the classes be as nearly equal in number as possible,
the size of each class of Directors shall be as determined from time to
time by resolution adopted by a majority of the Board of Directors. Any
reduction in the size of any class of Directors shall not shorten the term
of office of any incumbent Director. Directors need not be stockholders of
the corporation.

         2.3 Enlargement of the Board of Directors. The authorized number
of directors on the Board of Directors may be increased in accordance with
Article FIFTH of the Certificate of Incorporation.

         2.4 Vacancies. Unless and until filled by the stockholders, any
vacancy in the Board of Directors, however occurring, including a vacancy
resulting from an enlargement of the Board of Directors, may be filled by
vote of a majority of the directors then in office, although less than a
quorum, or by a sole remaining director; provided, however, a vacancy
created by the removal of a director by the vote of the stockholders or by
court order may be filled only by the affirmative vote of a majority of the
shares represented and voting at a duly held meeting at which a quorum is
present (which shares voting affirmatively also constitute a majority of
the required quorum). Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class
of directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been elected and
qualified, or until such director's earlier death, resignation or removal.

         2.5 Resignation. Any director may resign by delivering his written
resignation to the corporation at its principal office or to the President
or Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some
other event.

         2.6 Removal. Any director or the entire Board of Directors may be
removed, only as permitted by applicable law and Article SEVENTH of the
Certificate of Incorporation.

         2.7 Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and place, within or without the
State of Delaware, as shall be determined from time to time by the Board of
Directors; provided that any director who is absent when such a
determination is made shall be given notice of the determination. A regular
meeting of the Board of Directors may be held without notice in1mediately
after and at the same place as the annual meeting of stockholders.

         2.8 Special Meetings. Special meetings of the Board of Directors
may be held at any time and place, within or without the State of Delaware,
designated in a call by the Chairman of the Board, President, two or more
directors, or by one director in the event that there is only a single
director in office.

         2.9 Notice of Special Meetings. Notice of any special meeting of
directors shall be given to each director by the Secretary or by the
officer or one of the directors calling the meeting. Notice shall be given
to each director in person, by telephone, by facsimile transmission or by
telegram sent to his business or home address at least 48 hours in advance
of the meeting, or by written notice mailed to his business or home address
at least 72 hours in advance of the meeting. A notice or waiver of notice
of a meeting of the Board of Directors need not specify the purposes of the
meeting.

         2.10 Meetings by Telephone Conference Calls. Directors or any
members of any committee designated by the directors may participate in a
meeting of the Board of Directors 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 by such
means shall constitute presence in person at such meeting.

         2.11 Quorum. A majority of the number of directors fixed pursuant
to Section 2.2 shall constitute a quorum at all meetings of the Board of
Directors. In the event one or more of the directors shall be disqualified
to vote at any meeting, then the required quorum shall be reduced by one
for each such director so disqualified; provided, however, that in no case
shall less than one-third of the number so fixed constitute a quorum. In
the absence of a quorum at any such meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice
other than announcement at the meeting, until a quorum shall be present.

         2.12 Action at Meeting. At any meeting of the Board of Directors
at which a quorum is present, the vote of a majority of those present shall
be sufficient to take any action, unless a different vote is specified by
law, the Certificate of Incorporation or these Bylaws.

         2.13 Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee of the
Board of Directors may be taken without a meeting, if all members of the
Board of Directors or committee, as the case may be, consent to the action
in writing, and the written consents are filed with the minutes of
proceedings of the Board of Directors or committee.

         2.14 Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of
the corporation. The Board of Directors 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. In the absence or
disqualification of a member of a committee, the member or members of the
committee present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any
such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors and subject to the
provisions of the General Corporation Law of Delaware, shall have and may
exercise an the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation and may authorize
the seal of the corporation to be affixed to an papers which may require
it. Each such committee shall keep minutes and make such reports as the
Board of Directors may from time to time request. Except as the Board of
Directors may otherwise determine, any committee may make rules for the
conduct of its business, but unless otherwise provided by the directors or
in such rules, its business shall be conducted as nearly as possible in the
same manner as is provided in these Bylaws for the Board of Directors.

         2.15 Compensation for Directors. Directors may be paid such
compensation for their services and such reimbursement for expenses of
attendance at meetings as the Board of Directors may from time to time
determine. No such payment shall preclude any director from serving the
corporation or any of its parent or subsidiary corporations in any other
capacity and receiving compensation for such service.

ARTICLE 3 OFFICERS

         3.1 Enumeration. The officers of the corporation shall consist of
a President, a Secretary, a Treasurer and such other officers with such
other titles as the Board of Directors shall determine, including a
Chairman of the Board, a Vice-Chairman of the Board, and one or more Vice
Presidents, Assistant Treasurers, and Assistant Secretaries. The Board of
Directors may appoint such other officers as it may deem appropriate.

         3.2 Election. The President, Treasurer and Secretary shall be
elected by the Board of Directors at its first meeting following the annual
meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

         3.3 Qualification. The Chairman must be an officer of the
corporation. The President need not be a director. No officer need be a
stockholder. Any two or more offices may be held by the same person.

         3.4 Tenure. Except as otherwise provided by law, by the
Certificate of Incorporation or by these Bylaws, each officer shall hold
office until his successor is elected and qualified, unless a different
term is specified in the vote choosing or appointing him, or until his
earlier death, resignation or removal.

         3.5 Resignation and Removal. Any officer may resign by delivering
his written resignation to the corporation at its principal office or to
the President or Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon
the happening of some other event.

         The Board of Directors, or a committee duly authorized to do so,
may remove any officer with or without cause. Except as the Board of
Directors may otherwise determine, no officer who resigns or is removed
shall have any right to any compensation as an officer for any period
following his resignation or removal, or any right to damages on account of
such removal, whether his compensation be by the month or by the year or
otherwise, unless such compensation is expressly provided in a duly
authorized written agreement with the corporation.

         3.6 Vacancies. The Board of Directors may fill any vacancy
occurring in any office for any reason and may, in its discretion, leave
unfilled for such period as it may determine any offices other than those
of President, Treasurer and Secretary. Each such successor shall hold
office for the unexpired term of his predecessor and until his successor is
elected and qualified, or until his earlier death, resignation or removal.

         3.7 Chairman of the Board and Vice Chairman of the Board. If the
Board of Directors appoints a Chairman of the Board, he shall, when
present, preside at all meetings of the Board of Directors. He shall
perform such duties and possess such powers as are usually vested in the
office of the Chairman of the Board or as may be vested in him by the Board
of Directors. In addition, in the event that a tie occurs in a vote on a
proposal before the Board, the Chairman of the Board shall have the power
to cast a second vote to determine the Board's action on the proposal. If
the Board of Directors appoints a Vice Chairman of the Board, he shall, in
the absence or disability of the Chairman of the Board, perform the duties
and exercise the powers of the Chairman of the Board and shall perform such
other duties and possess such other powers as may from time to time be
vested in him by the Board of Directors.

         3.8 President. The President shall be the chief operating officer
of the corporation. He shall also be the chief executive officer of the
corporation unless such title is assigned to a Chairman of the Board. The
President shall, subject to the direction of the Board of Directors, have
general supervision and control of the business of the corporation. Unless
otherwise provided by the directors, he shall preside at all meetings of
the stockholders and of the Board of Directors (except as provided in
Section 3.7 above). The President shall perform such other duties and shall
have such other powers as the Board of Directors may from time to time
prescribe.

         3.9 Vice Presidents. Any Vice President shall perform such duties
and possess such powers as the Board of Directors or the President may from
time to time prescribe. In the event of the absence, inability or refusal
to act of the President, the Vice President (or if there shall be more than
one, the Vice Presidents in the order determined by the Board of Directors)
shall perform the duties of the President and when so performing shall have
all the powers of and be subject to all the restrictions upon the
President. The Board of Directors may assign to any Vice President the
title of Executive Vice President, Senior Vice President or any other title
selected by the -Board of Directors.

         3.10 Secretary and Assistant Secretary. The Secretary shall
perform such duties and shall have such powers as the Board of Directors or
the President may from time to time prescribe. In addition, the Secretary
shall perform such duties and have such powers as are incident to the
office of the secretary, including without limitation the duty and power to
give notices of all meetings of stockholders and special meetings of the
Board of Directors, to attend all meetings of stockholders and the Board of
Directors and keep a record of the proceedings, to maintain a stock ledger
and prepare lists of stockholders and their addresses as required, to be
custodian of corporate records and the corporate seal and to affix and
attest to the same on documents.

         Any Assistant Secretary shall perform such duties and possess such
powers as the Board of Directors, the President or the Secretary may from
time to time prescribe. In the event of the absence, inability or refusal
to act of the Secretary, the Assistant Secretary (or if there shall be more
than one, the Assistant Secretaries in the order determined by the Board of
Directors) shall perform the duties and exercise the powers of the
Secretary.

         In the absence of the Secretary or any Assistant Secretary at any
meeting of stockholders or directors, the person presiding at the meeting
shall designate a temporary secretary to keep a record of the meeting.

         3.11 Treasurer and Assistant Treasurer. The Treasurer shall be the
chief financial officer and the chief accounting officer of the
corporation. The Treasurer shall perform such duties and shall have such
powers as may from time to time be assigned to him by the Board of
Directors or the President. In addition, the Treasurer shall perform such
duties and have such powers as are incident to the office of treasurer,
including without limitation the duty and power to keep and be responsible
for all funds and securities of the corporation, to deposit funds of the
corporation in depositories selected in accordance with these Bylaws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.

         Any Assistant Treasurers shall perform such duties and possess
such powers as the Board of Directors, the President or the Treasurer may
from time to time prescribe. In the event of the absence, inability or
refusal to act of the Treasurer, the Assistant Treasurer (or if there shall
be more than one, the Assistant Treasurers in the order determined by the
Board of Directors) shall perform the duties and exercise the powers of the
Treasurer.

         3.12 Bonded Officers. The Board of Directors may require any
officer to give the corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors satisfactory to
the Board of Directors upon such terms and conditions as the Board of
Directors may specify, including without limitation a bond for the faithful
performance of his duties and for the restoration to the corporation of all
property in his possession or under his control belonging to the
corporation.

         3.13 Salaries. Officers of the corporation shall be entitled to
such salaries, compensation or reimbursement as shall be fixed or allowed
from time to time by the Board of Directors.

                          ARTICLE 4 CAPITAL STOCK

         4.1 Issuance of Stock. Unless otherwise voted by the stockholders
and subject to the provisions of the Certificate of Incorporation, the
whole or any part of any unissued balance of the authorized capital stock
of the corporation held in its treasury may be issued, sold, transferred or
otherwise disposed of by vote of the Board of Directors in such manner, for
such consideration and on such terms as the Board of Directors may
determine.

         4.2 Certificates of Stock. Every holder of stock of the
corporation shall be entitled to have a certificate, in such form as may be
prescribed by law and by the Board of Directors, certifying the number and
class of shares owned by him in the corporation. Each such certificate
shall be signed by, or in the name of the corporation by, the Chairman or
Vice-Chairman, if any, of the Board of Directors, or the President or a
Vice President, and by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the corporation. Any or all of the
signatures on the certificate may be a facsimile.

         Each certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Certificate of Incorporation, the
Bylaws, applicable securities laws or any agreement among any number of
stockholders or among such holders and the corporation shall have
conspicuously noted on the face or back of the certificate either the full
text of the restriction or a statement of the existence of such
restriction.

         4.3 Transfers. Subject to the restrictions, if any, stated or
noted on the stock certificates, shares of stock may be transferred on the
books of the corporation by the surrender to the corporation or its
transfer agent of the certificate representing such shares properly
endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of
Incorporation or by these Bylaws, the corporation shall be entitled to
treat the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to
vote with respect to such stock, regardless of any transfer, pledge or
other disposition of such stock until the shares have been transferred on
the books of the corporation in accordance with the requirements of these
Bylaws.

         4.4 Lost, Stolen or Destroyed Certificates. The corporation may
issue a new certificate of stock in place of any previously issued
certificate alleged to have been lost, stolen, or destroyed; upon such
terms and conditions as the Board of Directors may prescribe, including the
presentation of reasonable evidence of such loss, theft or destruction and
the giving of such indemnity as the Board of Directors may require for the
protection of the corporation or any transfer agent or registrar.

         4.5 Record Date. The Board of Directors may fix in advance a date
as a record date for the determination of the stockholders entitled to
notice of or to vote at any meeting of stockholders or to express consent
(or dissent) to corporate action in writing without a meeting, or entitled
to receive payment of any dividend or other distribution or allotment of
any rights in respect of any change, conversion or exchange of stock, or
for the purpose of any other lawful action. Such record date shall not be
more than 60 nor less than 10 days before the date of such meeting, nor
more than 60 days prior to any other action to which such record date
relates.

         If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be the close of business on the day before the day on which notice is
given, or, if notice is waived, at the close of business on the day before
the day on which the meeting is held. The record date for determining
stockholders entitled to express consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first written consent is
expressed. 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 to such purpose.

         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; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.

                         ARTICLE 5 INDEMNIFICATION

         The corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of Delaware, as that Section may be
amended and supplemented from time to time, indemnify any director or
executive officer which it shall have power to indemnify under Section 145
against any expenses, liabilities or other matters referred to in or
covered by that Section. The indemnification provided for in this Article:
(i) shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement or vote of
stockholders or disinterested directors or otherwise, both as to action in
their official capacities and as to action in another capacity while
holding such office; (ii) shall continue as to a person who has ceased to
be a director or executive officer; and (iii) shall inure to the benefit of
the heirs, executors and administrators of such a person. The corporation's
obligation to provide indemnification under this Article shall be offset to
the extent of any other source of indemnification or any otherwise
applicable insurance coverage under a policy maintained by the corporation
or any other person.

         Expenses incurred by a director of the corporation in defending a
civil or criminal action, suit or proceeding by reason of the fact that he
is or was a director of the corporation (or was serving at the
corporation's request as a director or officer of another corporation)
shall be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized by relevant sections of the General Corporation Law of Delaware.

         To assure indemnification under this Article of all such persons
who are determined by the corporation or otherwise to be or to have been
"fiduciaries" of any employee benefit plan of the corporation which may
exist from time to time, such Section 145 shall, for the purposes of this
Article, be interpreted as follows: an "other enterprise" shall be deemed
to include such an employee benefit plan, including, without limitation,
any plan of the corporation which is governed by the Act of Congress
entitled "Employee Retirement Income Security Act of 1974," as amended from
time to time; the corporation shall be deemed to have requested a person to
serve an employee benefit plan where the performance by such person of his
duties to the corporation also imposes duties on, or otherwise involves
services by, such person to the plan or participants or beneficiaries of
the plan; excise taxes assessed on a person with respect to an employee
benefit plan pursuant to such Act of Congress shall be deemed "fines"; and
action taken or omitted by a person with respect to an employee benefit
plan in the performance of such person's duties for a purpose reasonably
believed by such person to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the corporation.

                       ARTICLE 6 GENERAL PROVISIONS

         6.1 Fiscal Year. Except as from time to time otherwise designated
by the Board of Directors, the fiscal year of the corporation shall end on
December 31.

         6.2 Corporate Seal. The corporate seal shall be in such form as
shall be approved by the Board of Directors.

         6.3 Execution of Instruments. The President, the Chief Executive
Officer, any Vice President, the Secretary or the Treasurer shall have
power to execute and deliver on behalf and in the name of the corporation
any instrument requiring the signature of an officer of the corporation,
except as otherwise provided in these Bylaws, or where the execution and
delivery of such an instrument shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.

         6.4 Waiver of Notice. Whenever any notice whatsoever is required
to be given by law, by the Certificate of Incorporation or by these Bylaws,
a waiver of such notice either in writing signed by the person entitled to
such notice or such person's duly authorized attorney, or by telegraph,
cable or any other available method, whether before, at or after the time
stated in such waiver, or the appearance of such person or persons at such
meeting in person or by proxy, shall be deemed equivalent to such notice.

         6.5 Voting of Securities. Except as the directors may otherwise
designate, the President, the Chief Executive Officer, any Vice President,
the Secretary or Treasurer may waive notice of, and act as, or appoint any
person or persons to act as, proxy or attorney-in-fact for this corporation
(with or without power of substitution) at, any meeting of stockholders or
shareholders of any other corporation or organization, the securities of
which may be held by this corporation.

         6.6 Evidence of Authority. A certificate by the Secretary, or an
Assistant Secretary, or a temporary Secretary, as to any action taken by
the stockholders, directors, a committee or any officer or representative
of the corporation shall as to all persons who rely on the certificate in
good faith be conclusive evidence of such action.

         6.7 Certificate of Incorporation. All references in these Bylaws
to the Certificate of Incorporation shall be deemed to refer to the
Certificate of Incorporation of the corporation, as amended and in effect
from time to time. These Bylaws are subject to the provisions of the
Certificate of Incorporation and applicable law.

         6.8 Transactions with Interested Parties. No contract or
transaction between the corporation and one or more of the directors or
officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of the
directors or officers are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the
meeting of the Board of Directors or a committee of the Board of Directors
which authorizes the contract or transaction or solely because his or their
votes are 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 authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested
directors be 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 vote of the stockholders; or

         (c) The contract or transaction is fair as to the corporation as
of the time it is authorized, approved or ratified, by the Board of
Directors, a committee of the Board of Directors, or the stockholders.

         Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.

         6.9 Severability. Any determination that any provision of these
Bylaws is for any reason inapplicable, illegal or ineffective shall not
affect or invalidate any other provision of these Bylaws.

         6.10 Pronouns. All pronouns used in these Bylaws shall be deemed
to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.

                           ARTICLE 7 AMENDMENTS

         7.1 By the Board of Directors. Subject to the provisions of the
Certificate of Incorporation, these Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the affirmative vote of a majority
of the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present.

         7.2 By the Stockholders. Subject to the provisions of the
Certificate of Incorporation, these Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the affirmative vote of the
holders of at least 66-2/3% of the shares of the capital stock of the
corporation issued and outstanding and entitled to vote at any regular
meeting of stockholders, or at any special meeting of stockholders,
provided notice of such alteration, amendment, repeal or adoption of new
bylaws shall have been stated in the notice of such special meeting.