BYLAWS

                                       OF

                             AMERICAN SKIING COMPANY

                           (f/k/a ASC DELAWARE, INC.)

                            Adopted: October 7, 1999

                                    ARTICLE I

                                      Name

          Section  1.  Name.  The  name of this  corporation  is  stated  in the
Certificate  of  Incorporation,  as amended by the  Certificate of Ownership and
Merger Merging  American  Skiing Company into ASC Delaware,  Inc. filed with the
Secretary of State of Delaware on or about October 8, 1999.

                                   ARTICLE II

                         References, Locations and Seal

         Section 1. References. References in these Bylaws to the Certificate of
Incorporation  shall mean this  corporation's  Certificate of  Incorporation  as
amended  from time to time as on file with the  Secretary  of State of Delaware.
References  in these  Bylaws  to the  Delaware  General  Corporation  Law and to
particular  sections  of said Law are to said Law and said  sections  as amended
from time to time. The headings of Articles and Sections in these Bylaws are for
convenience  only,  and shall not be taken  into  account  in  construing  these
Bylaws.

         Section  2.  Office  and  Location.   The  registered  office  of  this
corporation in Delaware and the municipality or other place in Delaware where it
is located are set forth in the  Certificate  of  Incorporation.  The  principal
office and place of business of this corporation,  within or without Delaware or
Maine,  shall be at such place as the Board of Directors shall from time to time
fix.

         Section 3. Seal. The seal of this corporation shall be circular in form
with  the  name of the  corporation,  the  word  "Delaware"  and the year of its
incorporation  so  engraved  on its  face  that it may be  embossed  on paper by
pressure,  provided  that the Board of  Directors  may adopt a wafer seal in any
form in  respect  of any  particular  document,  in which  case such  wafer seal
affixed to such document shall be the corporate seal of this corporation thereon
for all  purposes  provided  by law.  The  Secretary  shall have  custody of the
corporate seal and he or the Assistant Secretary may affix the same to documents
requiring  it and attest the same.  The  Secretary  may permit the  President or
Assistant Secretary to keep a duplicate of the corporate seal.

                                   ARTICLE III

                            Meetings of Shareholders

         Section 1. Place.  All  meetings of  shareholders  shall be held at the
registered  office of the  corporation  or at such other place within or without
Delaware as shall be fixed (i) by the Board of Directors,  (ii) by the person or
persons calling the meeting, or (iii) in waivers of notice of the meeting signed
by all persons entitled to notice thereof.

         Section 2. Date of Annual  Meeting.  The annual meeting of shareholders
shall be held on the  third  Monday of  November  in each  year,  if not a legal
holiday,  and if a legal holiday,  then on the next business day  following,  at
10:00 A.M.,  Local Time,  or at such other hour as may be fixed by the President
or Board of  Directors,  for the election of a Board of  Directors,  and for the
transaction of such other business as may properly come before the meeting.  The
annual meeting of  shareholders  may likewise be held at any date and time fixed
by the President or Board of Directors during a period of 30 days after the date
hereinabove  specified.  If there shall be a failure for whatever reason to hold
the  annual  meeting  for a  period  of 30  days  after  the  date  hereinbefore
specified,  a substitute  annual  meeting of  shareholders  may be called by any
person or persons entitled to call a special meeting of shareholders.

         Section 3. Call of Special  Meetings.  Special meetings of shareholders
for any purpose or purposes  may be called to be held at the date and time fixed
in the call by the President, the Chairman of the Board of Directors (if any), a
majority of the Board of  Directors,  or the holders of not less than 50% of the
shares entitled to vote at the meeting.

         Section  4.  Notice.  Unless  waived in the manner  prescribed  by law,
written notice stating the place,  day and time of the meeting and, in case of a
special meeting or when otherwise  required by the Delaware General  Corporation
Law, the purpose or purposes for which the meeting is called, shall be delivered
within the time period prescribed in ss. 222 of the Delaware General Corporation
Law,  either  personally or by mail,  by or at the  direction of the  President,
Secretary,  , or the officer or persons calling the meeting, to each shareholder
of record  entitled to vote at such meeting,  and to  shareholders of record not
entitled to vote when required by the Delaware General Corporation Law.

                                   ARTICLE IV

                           Quorum and Voting of Shares

          Section 1. Quorum. The holders of a majority of the shares entitled to
vote thereat shall constitute a quorum at a meeting of shareholders.

         Section 2. Votes.  Except as otherwise provided by the Delaware General
Corporation  Law, any corporate  action shall be authorized by a majority of the
votes cast at the  meeting  by the  holders  of shares  entitled  to vote on the
subject  matter.  In elections of Directors,  those  candidates  who receive the
greatest  number of votes cast at the meeting by the holders of shares  entitled
to vote to elect  Directors,  even though not  receiving a majority of the votes
cast, shall be deemed elected.

                                    ARTICLE V

                                    Directors

         Section 1. Number and Term.  The number of Directors  shall be fixed by
resolution  of the  shareholders  or the Board of  Directors  within  the limits
specified in the Certificate of Incorporation. The Directors shall be elected at
the annual meeting of the shareholders,  and each Director so elected shall hold
office for one year and until the next  succeeding  annual meeting and until his
successor  shall  have  been  elected  and  qualified,   or  until  his  earlier
resignation, removal from office, death or incapacity.

         Section 2.  Vacancies,  Resignation  and  Removal.  Except as otherwise
provided  in the  Certificate  of  Incorporation,  any  vacancy  in the Board of
Directors,  including newly created  directorships created by an increase in the
number of Directors,  may be filled by a majority of the remaining  Directors or
by the sole remaining Director. Any Director may resign his office by delivering
a written resignation to the President or Secretary.

         Section 3.  Powers.  In the  management  and  control of the  business,
property and affairs of the corporation, the Board of Directors is hereby vested
with  the  power  to  authorize  any  and  all  corporate  action,  except  when
shareholder action is specifically  required by the Delaware General Corporation
Law, the Certificate of Incorporation or these Bylaws.

         Section 4.  Special  Voting  Requirements.  For so long as the  initial
purchasers  of  the  corporation's  8.50%  Series  B  Convertible  Participating
Preferred   Stock,   par  value  $.01  per  share  (the  "Series  B  Preferred")
beneficially  own at least 20% of the  aggregate  outstanding  shares of Class A
Common Stock and Common Stock of the  corporation (on a Fully Diluted Basis) (as
defined  in the  Stockholders'  Agreement,  dated  as of  August  6,  1999  (the
"Stockholders'  Agreement")  by and  among  American  Skiing  Company,  a  Maine
corporation (to which this corporation is successor by merger),  Leslie B. Otten
and the other parties named therein), the corporation shall not take the actions
listed in clauses (i) through  (ix) below  without  the  affirmative  vote of at
least one  Stockholder  Director  (as defined in the  Stockholders'  Agreement),
either as part of the vote of the full Board of  Directors  or of the  Executive
Committee.

                  (i) Approval of an annual operating and capital budget,  which
         shall include operating plans, detailed capital expenditure plans and a
         business  plan (the  "Budget"),  which  Budget  will  include,  without
         limitation:

                           (A)  detailed  operating   assumptions  relating  to,
                  without  limitation,  (1) pricing,  (2) expected skier visits,
                  (3) an explanation of changes in operating cost from the prior
                  year,  (4) head-count and expected  seasonal  head-count,  (5)
                  departmental  "sales,  general and  administrative"  expenses,
                  including  marketing  plans  and  related  budgets,  and (6) a
                  detailed  analysis  of  all  required  capital   expenditures,
                  including  return on investment  analysis and a prioritization
                  of both growth and maintenance capital expenditures;

                           (B) planned material  acquisitions,  divestitures and
                  other development decisions (1) involving more than $2,000,000
                  in the aggregate or (2) reasonably  expected to have an impact
                  of 5% or more on the  corporation's  consolidated  revenues or
                  earnings;

                           (C) overall  corporate  strategy,  including  actions
                  that involve  repositioning  the  corporation,  commencing new
                  lines of business or significantly expanding lines of existing
                  business  (other than the skiing  business) or making material
                  investments  in joint  ventures  or  non-controlled  operating
                  companies;

                           (D)  requirements  for capital in accordance with the
                  Budget,  including,   without  limitation,   planned  material
                  financings (whether in the form of debt or equity),  including
                  (1) issuance of debt or equity  securities,  (2) entering into
                  material new credit or financing  agreements,  (3)  materially
                  increasing  lines of  credit  or making  material  changes  in
                  existing credit  arrangements,  (4) pledging  material assets,
                  (5) the payment of dividends on  outstanding  capital stock of
                  the  corporation  and  (6) any  redemption  or  repurchase  of
                  capital  stock  of  the   corporation,   other  than  (x)  the
                  redemption  or  repurchase  of the Series B Preferred  and (y)
                  redemptions  in accordance  with the terms of an Employee Plan
                  (as defined in the Stockholders' Agreement); and

                           (E) a  "materiality"  standard for  variations in the
                  Budget requiring Board of Directors' approval.

                  (ii)  Significant  executive  personnel  decisions (other than
         terminations),  including,  without  limitation,  hiring  decisions  or
         decisions  materially  changing the compensation or responsibilities of
         any Executive (as defined in the Stockholders' Agreement) and the chief
         executive officer of the corporation.

                  (iii)   Material   actions  that  are  likely  to  affect  the
         corporation's  operating and strategic  direction  that are  reasonably
         expected or likely to have an impact of 5% or more on the corporation's
         consolidated revenues or earnings.

                  (iv)  Any  amendment  to  the  corporation's   Certificate  of
Incorporation or Bylaws.

                  (v)  Any  voluntary  liquidation,   dissolution,  winding  up,
         recapitalization or reorganization of the corporation.

                  (vi) Initiation of material litigation other than with respect
         to any  counterclaim  made by the  corporation in response to any claim
         made by a third party.

                  (vii) Any merger,  consolidation or other business combination
         of the corporation with or into another person or entity or any sale of
         all or  substantially  all the assets of the  corporation or any of its
         Material Subsidiaries (as defined in the Stockholders' Agreement).

                  (viii) Material changes to or reduction in insurance coverage.

                  (ix)  Material  financing  or  capital  markets  activity  not
expressly provided in the Budget.

                                   ARTICLE VI

                       Meetings of the Board of Directors

         Section 1.  Annual  Meeting.  The first  meeting of each newly  elected
Board of Directors, which shall be the Annual Meeting of the Board of Directors,
shall be held at such  time and place as shall be fixed by the  shareholders  at
their meeting  electing  them,  or if no such time and place are so fixed,  said
first  meeting  shall be held at the  place of and  immediately  following  such
meeting of  shareholders.  In either  event,  no notice of such meeting shall be
necessary. Such meeting of the Board of Directors may also convene at such place
and time as shall be fixed by the consent in writing of all the Directors.

         Section 2. Regular Meetings. Regular meetings of the Board of Directors
may be held at such  time and  place as shall  from time to time be fixed by the
Board of  Directors,  and shall be held at least  four (4) times in each  fiscal
year  commencing  August,  2000 and at least  six (6) times in the  fiscal  year
ending  in  July,  2000.  Unless  action  is to be  taken  with  respect  to the
Certificate of Incorporation or Bylaws, no notice of such regular meetings shall
be necessary.

         Section 3. Special Meetings. Special meetings of the Board of Directors
may be called by the  Chairman of the Board of  Directors  (if any),  President,
Secretary or any other  person or persons  authorized  by the  Delaware  General
Corporation Law. The person or persons calling the special meeting shall fix the
time and place thereof.

         Section 4. Notice;  Generally.  Notice of each  special  meeting of the
Board of Directors  shall be given to each  Director who has not signed a waiver
of notice  before or after the  meeting.  Notices  of  meetings  of the Board of
Directors  shall be given by the Secretary or the person or persons  calling the
meeting. Neither the business to be transacted at nor the purpose of the meeting
need be specified  in the notice  unless the Delaware  General  Corporation  Law
shall otherwise require.  The giving of notice of a special meeting of the Board
of Directors by or at the direction of the person or persons  authorized to call
the same shall constitute the call thereof.

          Section 5. Notice; When and How Given. Notice of meetings of the Board
of Directors may be given by any of the following methods within the time period
specified for that method:

         (a) by depositing a copy of the notice in the United States mail, first
         class postage  prepaid,  addressed to the Director at his usual or last
         known  business or residence  address,  at least 3 business days before
         the meeting;

         (b) by  delivering  a copy  of the  notice  to a  recognized  overnight
         delivery or express  service  addressed to the Director at his usual or
         last known business or residence address,  including street or the like
         in the address, at least 2 business days before the meeting;

          (c) by  delivering  a copy of the  notice in hand to the  Director  at
          least 24 hours before the meeting;

         (d) by reading or causing to be read the notice over the  telephone  to
         the Director at least 24 hours before the meeting;

         (e) by  sending  a  telegram  containing  the  contents  of the  notice
         addressed  to the  Director  at his  usual or last  known  business  or
         residence address at least 2 business days before the meeting;

         (f) by transmitting the contents of the notice by telecopy,  fax or any
         other   electronic   means  for  the   simultaneous  or   substantially
         simultaneous  transmission  of data to a telephone or other number held
         out by the  Director as a number  maintained  by him for the receipt of
         the  means of  transmission  selected  at least  24  hours  before  the
         meeting; or

         (g) by sending a copy of the notice by any usual means of communication
         addressed  to the  Director  at his  usual or last  known  business  or
         residence  address,  including  street or the like in the  address,  at
         least 3 business days before the meeting.

Notice to any  Director  actually  received by him at least 24 hours  before the
meeting  shall be  deemed  sufficient,  notwithstanding  the  method or means of
communication  selected or the time when sent. For the purposes of this Section,
a "business  day" is any day other than a Saturday,  Sunday or legal  holiday in
Maine.

                                   ARTICLE VII

                         Executive and Other Committees

         Section  1.  Establishment;  Authority.  The Board of  Directors,  by a
resolution  adopted by a majority of the Directors then in office, may designate
from  among its  members  an  executive  committee  and other  committees,  each
consisting  of 2 or more  Directors,  and may  delegate  to  such  committee  or
committees any part or all of the authority of the Board of Directors, except as
otherwise  provided by ss.  141(c)(2) of the Delaware  General  Corporation Law.
Without  limitation  of the  foregoing,  no  Employee  Plan (as  defined  in the
Stockholders'  Agreement)  may be adopted or  amended  in any  material  respect
without  the  approval  of the  compensation  and stock  bonus  (or  equivalent)
committee,  which approval must include the affirmative vote of at least one (1)
Stockholder Director (as defined in the Stockholders' Agreement).

         Section 2. Procedures. Vacancies in the membership of a committee shall
be filled by resolution  adopted by a majority of the Directors  then in office.
Committees  shall keep minutes of their  proceedings  and report the same to the
Board of Directors.  Members of a committee may be removed from office,  with or
without  cause,  by resolution  adopted by a majority of the  Directors  then in
office.  Any  person or  persons  authorized  to call a meeting  of the Board of
Directors,  as well as the chairman of a committee or the committee itself,  may
call a meeting of a committee. Except as hereinbefore otherwise provided, so far
as applicable,  the provisions of these Bylaws relating to the calling, noticing
and conduct of  meetings of the Board of  Directors  shall  govern the  calling,
noticing and conduct of meetings of committees.


                                  ARTICLE VIII

                                    Officers

         Section 1. Number.  The officers of the corporation shall be elected by
the Board of Directors  and shall be a President,  a Secretary  and a Treasurer.
The Board of Directors may also elect one or more Vice  Presidents  (one of whom
may be designated by the Board of Directors as the  Executive  Vice  President),
and one or more Assistant Secretaries and Assistant Treasurers.

         Section 2. When Chosen;  Qualifications;  Term;  Removal.  The Board of
Directors at its initial meeting after the  incorporation of the corporation and
at each Annual  Meeting  thereafter  shall elect said  officers,  who shall hold
office until the next Annual  Meeting of the Board of Directors  and  thereafter
until their  successors  are chosen and have  qualified,  or until their earlier
death, resignation or removal from office.

         The President (and any other officer which may at any time be deemed to
be the chief  executive  officer,  if the President is not so identified) may be
removed only by the affirmative vote of at least (a) seven (7) directors, in the
event that there are eleven (11) directors,  (b) six (6) directors (including at
least one Independent  Director (as defined in the Stockholders'  Agreement)) in
the event that there are ten (10)  directors,  (c)  two-thirds  of the directors
(including at least one Independent Director), in the event that there are fewer
than ten (10) directors,  or (d) a majority of the directors (including at least
one  Independent  Director)  in the event that there are more than  eleven  (11)
directors.

         The President  shall have sole authority to remove the chief  operating
officer,  the chief financial officer or the general counsel of the corporation,
or the chief  operating  officer (or  equivalent  position)  of American  Skiing
Company  Resort  Properties,  Inc.,  but  only  after  having  sought  (but  not
necessarily  obtained) the approval of the Executive  Committee and the Board of
Directors at duly called meetings thereof.

         Section 3. Authority and Duties. Each officer shall have such authority
and perform such duties as are set forth in the Delaware General Corporation Law
or in these Bylaws, and as shall be determined from time to time by the Board of
Directors.  Each officer shall also have such  authority and perform such duties
as are usually  incumbent upon his office except as the same may be limited from
time to time by the Board of Directors.

          Section 4. Compensation of Officers.  The compensation of all officers
of the corporation shall be fixed by the Board of Directors.

         Section  5.  President.  The  President  shall be the  chief  executive
officer of the  corporation,  shall preside at all meetings of the  shareholders
and of the Board of  Directors  at which he is  present,  and shall see that all
orders and resolutions of the Board of Directors are carried into effect.

         Section 6. Vice  President.  The Vice  President,  if any,  or if there
shall be more than one, the Vice Presidents in the order determined by the Board
of Directors, shall, in case of the absence or disability of the President, have
the authority and perform the duties of the President. If the Board of Directors
shall elect an Executive  Vice  President,  it shall be presumed  that he is the
Vice President  determined by the Board of Directors first to act in case of the
absence or disability of the President.

         Section 7.  Secretary.  The Secretary  shall attend all meetings of the
Board of Directors and the  shareholders  and record all the  proceedings of the
Board  of  Directors  and the  shareholders  in a book or  books  kept  for that
purpose.  The Secretary  shall perform like duties for the executive  committee.
The Secretary or an Assistant  Secretary may certify all votes,  resolutions and
actions of the shareholders and the Board of Directors and its committees.

         Section 8. Assistant Secretaries.  The Assistant Secretary, or if there
be more than one, the  Assistant  Secretaries,  in the order  determined  by the
Board  of  Directors,  shall,  in  case  of the  absence  or  disability  of the
Secretary, have the authority and perform the duties of the Secretary.

         Section 9.  Treasurer.  The  Treasurer  shall  have the  custody of the
corporate funds and securities, and shall deposit all such funds in the name and
to the credit of the  corporation in such  depositories  as may be designated by
the Board of Directors.  The Treasurer  shall keep or cause to be kept all books
and records of account and shall  prepare or cause to be prepared all  financial
statements  required  by the  Delaware  General  Corporation  Law,  the Board of
Directors or good accounting practices.  The Treasurer shall render to the Board
of  Directors,   whenever   required,   accounts  of  all  corporate   financial
transactions and of the financial condition of the corporation.

         Section 10. Assistant Treasurers.  Except as hereinbefore provided, the
Assistant  Treasurer,  or,  if  there  shall be more  than  one,  the  Assistant
Treasurers, in the order determined by the Board of Directors, shall, in case of
the absence or disability of the  Treasurer,  have the authority and perform the
duties of the Treasurer.

                                   ARTICLE IX

                       Voting Shares of Other Corporations

         Section 1. Voting  Shares of Other  Corporations.  The  Chairman of the
Board of Directors,  if any, the President,  any Vice President,  the Secretary,
and the Treasurer of this  corporation,  in that order,  shall have authority to
vote shares of other corporations standing in the name of this corporation,  and
the  President or the Secretary is authorized to execute and deliver in the name
and on  behalf of this  corporation  proxies  appointing  any one or more of the
foregoing officers as the proxy agents of this corporation.

                                    ARTICLE X

                             Lost Stock Certificates

         Section  1.  Lost  Stock  Certificates.  The  Board  of  Directors  may
authorize,  generally or in a specific case, the appropriate officers to execute
and  deliver  a  replacement  certificate  for  shares  of this  corporation  in
substitution for any certificate for shares  theretofore  issued alleged to have
been lost,  destroyed or stolen.  Unless waived by the Board of  Directors,  the
officers  executing the  replacement  certificate  shall require the  registered
holder thereof to sign and swear to an affidavit of loss and indemnity agreement
in such form as shall be prescribed by the Secretary.  In addition, the Board of
Directors  may  prescribe  such  other  terms and  conditions  precedent  to the
issuance  of  replacement   certificates,   including  without   limitation  the
requirement of further indemnities and surety bonds or insurance policies, as it
deems  appropriate to protect the  corporation  and its officers and agents from
any  claim  that  may be  made  against  it or them  with  respect  to any  such
certificate  alleged to have been  lost,  destroyed  or  stolen.  The powers and
duties of the Board of Directors  prescribed  in this ARTICLE X may be delegated
in whole or in part to any registrar or transfer agent for this corporation.

                                   ARTICLE XI

                      Transfers and Registration of Shares

         Section 1. Stock Transfer  Books.  Upon surrender to the corporation or
the transfer agent of the corporation of a certificate  representing shares duly
endorsed  or  accompanied  by  proper  evidence  of  succession,  assignment  or
authority to transfer,  a new certificate shall be issued to the person entitled
thereto,  and the old certificate  cancelled and the transaction recorded in the
original stock transfer books of the  corporation,  provided that the provisions
of Article XV of these  Bylaws  respecting  restrictions  on transfers of shares
have been complied with. The original issue of shares of this corporation  shall
likewise be recorded in the original stock transfer books of the corporation.

         Section 2. Registered  Shareholders.  The corporation shall be entitled
to recognize the person or persons shown on its original stock transfer books as
the owner of shares as the  exclusive  and only owner  thereof for all purposes,
including  without  limitation  the  right to (i)  receive  dividends  and other
distributions;  (ii) vote (except as otherwise  provided in the Delaware General
Corporation  Law); and (iii) examine lists,  books,  minutes or other  materials
relating to the corporation. The corporation shall not be bound to recognize any
equitable  or other claim to or interest in such shares on the part of any other
person not noted in its original stock transfer  books,  whether or not it shall
have express or other notice thereof.

                                   ARTICLE XII

                                 Indemnification

         Section 1. Definitions.  For all purposes of this Article, (i) the term
"Officer" (when capitalized,  but not otherwise) shall mean any person who is or
was a  Director,  the  President,  the  Treasurer,  or  the  Secretary  of  this
corporation;  (ii) the term  "Employee"  (when  capitalized,  but not otherwise)
shall mean any other person (whether or not a common law employee) who is or was
an officer,  employee or agent of this corporation,  or is or was serving at the
request of this corporation as a director, officer, trustee, partner, fiduciary,
employee or agent of another  corporation,  partnership,  joint venture,  trust,
pension or other employee benefit plan, or other enterprise;  and (iii) the term
"Claimant"  (when  capitalized,  but not  otherwise)  shall mean any  Officer or
Employee seeking indemnification under this Article.

         Section  2.  Indemnification.  This  corporation  shall  in  all  cases
indemnify  any  Officer,  and  shall  have  power  exercisable  by its  Board of
Directors as provided in Section 5 hereof to indemnify any Employee,  who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  (other than an action by or in the right of the  corporation) by
reason of the fact that the Claimant is or was an Officer or  Employee,  against
expenses,  including  attorneys'  fees,  judgments,  fines and  amounts  paid in
settlement  to the extent  actually and  reasonably  incurred by the Claimant in
connection with such action, suit or proceeding if the Claimant:

          A.  Acted  in good  faith  and in a  manner  that,  in the  Claimant's
          reasonable belief, was in or not opposed to the best interests of this
          corporation; or

         B. With respect to any criminal action or proceeding, had no reasonable
         cause to believe that the Claimant's conduct was unlawful.

The  termination  of any  action,  suit or  proceeding  by  judgment,  order  or
conviction adverse to the Claimant,  or by settlement or plea of nolo contendere
or its  equivalent,  shall not of itself create a presumption  that the Claimant
did not act in good faith and in a manner  that,  in the  Claimant's  reasonable
belief ,was in or not opposed to the best  interests  of this  corporation  and,
with respect to any  criminal  action or  proceeding,  had  reasonable  cause to
believe that the Claimant's conduct was unlawful.

         Section 3.  Derivative  Actions.  The  corporation  shall indemnify any
Officer,  and shall have power exercisable by its Board of Directors as provided
in  Section  5 hereto to  indemnify  any  Employee,  who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of this  corporation  to procure a judgment in its favor
by reason of the fact that the person is or was an Officer or  Employee  against
expenses  (including  attorneys'  fees) actually and reasonably  incurred by the
person in  connection  with the defense or  settlement of such action or suit if
the  Claimant  acted in good  faith  and in a  manner  the  Claimant  reasonably
believed to be in or not opposed to the best interests of this  corporation  and
except that no  indemnification  shall be made in respect of any claim, issue or
matter as to which such  Claimant  shall have been adjudged to be liable to this
corporation unless and only to the extent that the Delaware Court of Chancery or
the  court  in which  such  action  or suit was  brought  shall  determine  upon
application  that,  despite the adjudication of liability but in view of all the
circumstances  of the case,  such Claimant is fairly and reasonably  entitled to
indemnity for such expenses  which the Delaware  Court of Chancery or such other
court shall deem proper.

         Section 4. When Defense Successful.  Any provisions of Sections 2, 3 or
5 hereof to the contrary notwithstanding, to the extent that a Claimant has been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding  referred to in Sections 2 or 3, or in defense of any claim, issue or
matter therein,  the Claimant shall be indemnified  against expenses,  including
attorneys' fees, actually and reasonably incurred in connection therewith.

         Section 5. Determination in Specific Cases. Any  indemnification  under
Section  2 or 3 hereof,  unless  ordered  by a court or  required  by  Section 4
hereof,  shall be made by this  corporation  only as  authorized in the specific
case upon a determination that  indemnification of the Claimant is proper in the
circumstances  because the person has met the applicable standard of conduct set
forth in Section 2 or 3 hereof, as applicable, and in the best interests of this
corporation.  Where  such  a  case  specific  determination  is  required,  that
determination  shall be made,  with  respect to a Claimant  who is a director or
officer of this corporation at the time of such  determination,  by the Board of
Directors  by a  majority  vote of the  Directors  who were not  parties  to the
action, suit or proceeding, even though less than a quorum, or by a committee of
such directors designated by a majority vote of such directors, even though less
than a  quorum,  or if there  are no such  directors,  or if such  directors  so
direct,  by  independent  legal  counsel  in  a  written  opinion,   or  by  the
shareholders.  Such a  determination  once made may not be revoked and, upon the
making of that  determination,  the  Claimant  may enforce  the  indemnification
against this corporation by a separate action  notwithstanding  any attempted or
actual subsequent action by the Board of Directors.

         Section 6. Advances of Expenses. Expenses incurred by or in behalf of a
Claimant in defending a civil, criminal, administrative or investigative action,
suit or  proceeding  (i) in the case of a  Claimant  who is an  Employee  may be
authorized and paid by this  corporation in advance of the final  disposition of
that action, suit or proceeding upon a determination made in accordance with the
procedure  established in Section 5 hereof that,  based solely on the facts then
known to those making the determination and without further investigation,  such
Claimant  satisfies the standard of conduct prescribed by Section 2 or Section 3
hereof,  as  applicable,  and (ii) in the case of a  Claimant  who is an Officer
shall in all cases be paid,  as  reasonably  requested  from time to time by the
Officer,  and in the case of an  Employee,  may  (subject  to clause (i) of this
Section 6) be paid, by this  corporation in advance of the final  disposition of
the action, suit or proceeding upon receipt by this corporation,  at the time of
the initial advance, of a written undertaking by or on behalf of it to repay all
amounts  advanced  if it is  ultimately  determined  that  the  Claimant  is not
entitled to be  indemnified  by this  corporation  as authorized in this Article
XII.


         The undertaking  described in clause (ii) shall be an unlimited general
obligation of the Claimant seeking the advance,  but need not be secured and may
be accepted without reference to financial ability to make the repayment.

         Section 7.  Indemnification  Not  Exclusive.  The  indemnification  and
entitlement to advances of expenses provided by this Article shall not be deemed
exclusive  of any other  rights to which a Claimant  may be  entitled  under any
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action  in the  Claimant's  official  capacity  and as to  action in  another
capacity while holding an office with this corporation, and shall continue as to
a person who has ceased to be a director,  officer,  employee,  agent,  trustee,
partner or  fiduciary  and shall  inure to the  benefit  of the heirs,  personal
representatives, executors and administrators of such a person.

         Section 8. Enforceable By Separate  Action. A right to  indemnification
required  by this  Article or  established  pursuant to the  provisions  of this
Article may be enforced by a separate  action  against this  corporation,  if an
order for indemnification has not been entered by a court in any action, suit or
proceeding in respect to which indemnification is sought.

         Section 9. Miscellaneous.  For purposes of this Article, (i) references
to this "corporation" shall include, in addition to the surviving corporation or
new  corporation,  any  participating  corporation in a consolidation or merger;
(ii) this  corporation  shall be deemed to have  requested  a person to serve an
employee  benefit  plan  whenever the  performance  by him of his duties to this
corporation  also imposes duties on, or otherwise  involves  services by, him to
the plan or  participants or  beneficiaries  of the plan; and (iii) excise taxes
assessed on a person seeking indemnification with respect to an employee benefit
plan pursuant to applicable law shall be deemed "fines".

         Section 10.  Amendment.  Any amendment,  modification or repeal of this
Article shall not deny,  diminish or otherwise  limit the rights of any Claimant
to  indemnification  or advances  hereunder with respect to any action,  suit or
proceeding  arising out of any conduct,  act or omission  occurring or allegedly
occurring  at any  time  prior to the date of such  amendment,  modification  or
repeal.

                                  ARTICLE XIII

                                   Fiscal Year

          Section 1. Fiscal Year.  The fiscal year of the  corporation  shall be
fixed by resolution of the Board of Directors.

                                   ARTICLE XIV

                             Execution of Documents

          Section 1.  Execution  of  Documents.  Unless the Board of  Directors,
Executive Committee or shareholders shall otherwise generally or in any specific
instance provide:

         A. Any bill, note or negotiable instrument may be signed or endorsed in
         the name and on behalf of this  corporation  in the ordinary  course of
         business by the President or Treasurer, acting singly;

         B. The President or  Treasurer,  acting  singly,  shall in the ordinary
         course of business have authority to sign or endorse in the name and on
         behalf of this  corporation all checks and other orders for the payment
         of money drawn on any bank or trust company;

         C. The President or Treasurer,  acting singly,  shall have authority to
         make, in the name and on behalf of this  corporation,  all contracts in
         the ordinary course of business; and

         D. Any other instrument,  document, deed, bill of sale or other writing
         of whatever  nature to be executed in the  ordinary  course of business
         may be  executed in the name and on behalf of this  corporation  by the
         President or Treasurer,  acting  singly,  and either  officer may seal,
         acknowledge and deliver the same.

          Section 2. Assistants.  Vice Presidents and Assistant Treasurers shall
not have the  authority  provided  in  Section 1 unless  granted by the Board of
Directors generally or in any specific instance.

                                   ARTICLE XV

                              Amendments to Bylaws

         Section 1. Amendments.  Subject to the provisions of Article V, Section
4, the Board of Directors  shall have the power to alter,  amend or repeal these
Bylaws, and to adopt new Bylaws,  provided that the notice,  unless notice shall
be duly waived,  of any regular or special meeting at which such action is to be
taken shall  either set out the text of the  proposed  new Bylaw or amendment or
Bylaw to be  repealed,  or shall  summarize  the  changes to be effected by such
adoption,  amendment or repeal,  and provided  further that the shareholders may
amend or repeal a Bylaw provision  adopted by the Board of Directors and in such
case the Board of Directors may not, for two years thereafter,  amend or readopt
the Bylaw provision thus amended or repealed by the shareholders.